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Annual Report 2007 - CS LoxInfo

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12 <strong>CS</strong> LOXINFO


d is Flat. by<br />

High<br />

Quality<br />

Internet<br />

<br />

4 Financial Highlights<br />

Contents<br />

7 Dividend Policy<br />

8 Message from Chairman of the Board<br />

and Chairman of the Executive<br />

Committee<br />

9 Message from Managing Director<br />

12 <strong>Report</strong> of the Audit Committee<br />

14 Directors and Management Team<br />

20 Corporate Governance<br />

45 Directors’ Shareholding in the Company<br />

and its Subsidiaries of the Year <strong>2007</strong><br />

48 Investment Structure of Shin Group<br />

50 Major Shareholders<br />

51 General Information of the Company and<br />

Subsidiaries<br />

56 Business Overview<br />

72 Major Developments<br />

76 Risk Factors<br />

79 Related Party Transactions<br />

86 Management’s Discussion and Analysis<br />

93 Board of Directors’ Responsibility for<br />

Financial <strong>Report</strong>ing<br />

94 Auditor’s <strong>Report</strong><br />

102 Consolidated and Company Financial<br />

Statements<br />

145 Remuneration of Auditors<br />

146 General Information on Reference<br />

Persons<br />

147 Investor Information<br />

148 Contributions to Society<br />

152 Glossary


The more freedom of connection, <br />

The more unlimited distance.<br />

<br />

<strong>CS</strong> LOXINFO


Internet<br />

Data<br />

Center<br />

<br />

<strong>CS</strong> LOXINFO


Financial Highlights<br />

<br />

(Unit : Million Baht)<br />

<strong>2007</strong><br />

<br />

2006<br />

<br />

2005<br />

<br />

2004<br />

OPERATING RESULTS<br />

<br />

Revenues from Sales and Services 2,518 2,460 2,249 1,982 <br />

Total Revenues 2,600 2,512 2,321 2,004 <br />

Gross Profit (Loss) 1,218 1,147 1,061 939 <br />

Net Profit (Loss) 261 213 196 328 <br />

FINANCIAL POSITION<br />

Total Assets 2,368 2,615 3,012 2,561 <br />

Total Liabilities 743 807 854 662 <br />

Total Shareholders’ equity 1,625 1,808 2,158 1,899 <br />

Net Cash Flows from Operation 584 704 530 447 <br />

FINANCIAL RATIO<br />

Current Ratio 1.66 1.88 1.88 2.52 <br />

Debt to Equity Ratio 0.46 0.45 0.40 0.35 <br />

Gross Profit (Loss) Margin 46.86% 45.66% 45.70% 46.85% <br />

Net Profit (Loss) Margin 10.08% 8.46% 8.46% 16.38% <br />

Return on Assets 10.51% 7.56% 7.05% 18.41% <br />

Return on Equity 15.26% 10.72% 9.68% 17.28% <br />

Basic Earning per Share 0.42 0.34 0.31 0.55 <br />

Dividend per Share 0.40 0.74 0.45 0.40 <br />

Book Value per Share 2.59 2.89 3.45 3.02 <br />

No. of Shares (Million Shares) 627 625 625 625<br />

Note: The Copany didn’t restate the year 2004’s comparative financial statements retrospectively for the deferred income tax<br />

accounting policy.<br />

<br />

<strong>CS</strong> LOXINFO


<strong>2007</strong><br />

2006<br />

2005<br />

2004<br />

Year<br />

<strong>2007</strong><br />

2006<br />

2005<br />

2004<br />

Year<br />

<strong>2007</strong><br />

2006<br />

2005<br />

2004<br />

Year<br />

<strong>2007</strong><br />

2006<br />

2005<br />

2004<br />

Year<br />

<br />

<strong>CS</strong> LOXINFO


Vision & Mission<br />

Customer <br />

are able <br />

to find or <br />

buy/sell local <br />

products & Services<br />

Target Market<br />

Business <br />

to <br />

Business<br />

<br />

Business <br />

to <br />

Consumer<br />

<br />

Distribution Channels<br />

• Print Classifies (Daily & Weekly)<br />

• YellowPages Directory <br />

• Websites<br />

• Mobile Service and Call Center 1188<br />

<br />

Existing Businesses<br />

• Internet Services<br />

• Print YellowPages Advertising<br />

• Mobile Contents Provider<br />

• Print Classifies (Auto, Job, Real Estate, Education, etc)<br />

Integrated Vision & Mission<br />

Develop the business into services that are extendable from the existing or related businesses aimed at<br />

searching information to buy, sell or exchange in different ways for a variety of products e.g. cars, jobs, home,<br />

education and etc. with type of services that will be able to provide better convenience for customers across<br />

different needs.<br />

<br />

<strong>CS</strong> LOXINFO


Dividend Policy <br />

<br />

<br />

The Company’s dividend policy<br />

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

fund is not required elsewhere and subject to the economic and future project of the Company and the<br />

subsidiaries and the payment would have no significant effect on the running of the Company.<br />

<br />

<br />

The Company’s dividend payments during the past three years are as follows:-<br />

<br />

Dividend from Operations <strong>2007</strong> 2006 2005 <br />

<br />

<br />

<br />

Payout Ratio (%) * 49.10 217.56 143.49<br />

Total of dividend payment (Million Baht) 240.40 462.50 281.25<br />

Dividend per share (Baht) 0.40 0.74 0.45<br />

* Note: Payout Ratio year 2005 and year 2006 calculated from the consolidated net profit of the company (which equivalent<br />

to the stand alone net profit of the company), for Payout Ratio year <strong>2007</strong> calculated from the stand alone net profit <br />

of the company following by the company’ s dividend policy.<br />

<br />

<br />

• The subsidiaries of the Company’s dividend policy<br />

Loxley Information Services Company Limited, Teleinfo Media Public Company Limited, AD Venture<br />

Company Limited and Watta Classifieds Company Limited its subsidiaries of the Company have the<br />

dividend policy is to pay dividend no less than 50 percent of net profit.<br />

<br />

<br />

<strong>CS</strong> LOXINFO


Message from Chairman of the Board <br />

and Chairman of the Executive Committee<br />

<br />

Prof. Wongkulpat Snidvongs <br />

na Ayudyha, M.D. <br />

Chairman of the Board<br />

Dr. Dumrong Kasemset<br />

Chairman of the Executive Committee<br />

<br />

<strong>2007</strong> was another year that <strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited could build<br />

a good level of returns to shareholders. On top of the high dividend payout, the<br />

Company was able to allocate 222 million Baht of net profit to repurchase the<br />

shares with an objective to manage shareholder return in the long run. <br />

<br />

For <strong>2007</strong>’s operating results, the Company reported total revenues of 2,600<br />

million Baht, 55% was from the internet business and 34% was from Teleinfo<br />

Media Public Company Limited who operates the YellowPages business. <br />

<br />

As for the new investment in the past year, the Company had invested in a<br />

60% stake in publishing businesses that primarily focused on selling classified ads<br />

for market popular products e.g. cars, jobs, homes, education. In view that such<br />

business is in line with the YellowPages business, which is categorized as another<br />

type of classified ad, thus when combining all products and services information,<br />

it puts the Company in a better position to carry on providing these service. <br />

<br />

In 2008, the Company plans to develop its products and services, especially<br />

online search and exchange of information via internet, call center or mobile phone<br />

in order to respond to varying needs of customers.<br />

<br />

In terms of the overall policy, the Company will place a strong emphasis on<br />

developing products and services that can satisfy demands from target customers,<br />

both corporate and individual. Moreover, the Company has realized the importance<br />

of being part of an enduring Thai society. From past to present, not only has the<br />

Company supported various kinds of social activities for the benefit of youths and<br />

several communities throughout Thailand, but also will continue to carry on<br />

activities that are successful and receive cooperation from social parties.<br />

<br />

On December 11, <strong>2007</strong>, the Board was awarded the “Board of the Year<br />

Award for Exemplary Practice” organized by the Thai Institute of Directors<br />

Association, in cooperation with the Stock Exchange of Thailand (SET), and Board<br />

of Trade of Thailand. This award was for the recognition of the Board of having<br />

responsibility to the shareholders, and monitored the corporate in line with the Good<br />

Corporate Governance Principle. It was of benefits to all shareholders fairly and<br />

equitably. On behalf of the Board, and the Executive Committee, we will strive for<br />

efficient management for the good performance, with maximize and continual profit. <br />

<br />

<br />

<br />

<br />

<br />

Prof. Wongkulpat Snidvongs na Ayudyha, M.D.<br />

Chairman of the Board<br />

Dr. Dumrong Kasemset<br />

Chairman of the Executive Committee<br />

<br />

<strong>CS</strong> LOXINFO


Message from Managing Director<br />

<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited <br />

and Teleinfo Media Public Company Limited<br />

<br />

In <strong>2007</strong>, the country’s overall internet business was still growing. For the<br />

internet business of <strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited, it was still able to<br />

generate a good profit to shareholders compared to competitors in the market<br />

despite intense competition and Thai economic status which remained weak.<br />

<br />

For the YellowPages business, a media inwhich buyers look for sellers,<br />

it had further expanded into two dimensions. The first dimension expanded the<br />

existing target group that covers the purchasing and procurement of both<br />

government and private entities into personal consumptions that are necessary in<br />

daily life whereas the second dimension expanded sub-community areas in order to<br />

better facilitate specific consumptions in each city and each area. <br />

<br />

Such expansion spelled out two volumes of City YellowPages (City Pages)<br />

i.e. Nonthaburi and Pathumthani which in turn enlarged the customer base by<br />

approximately 10%. The Company is already set to expand into other provinces e.g.<br />

Phuket, Chiang Mai, Nakhon Ratchasima and Bangkok in the form of Urban Living<br />

YellowPages in the coming year. <br />

<br />

Overall, the Company will continue its policy of providing services aimed at<br />

developing products to increase variety and flexibility in order to serve various<br />

customer needs. In the mean time, the Company will still largely give importance to<br />

products and services in the private sector.<br />

<br />

Lastly, I and fellow teamwork in the Company are very determined to work<br />

hard to drive our business forward in a secure manner. At the same time, we would<br />

like to create benefit across all stakeholders, including shareholders, employees,<br />

government and Thai society as well as the development of information in Thailand.<br />

We therefore would like to thank all shareholders for your continued trust and<br />

support in the Company’s business.<br />

Mr. Anant Kaewruamvongs<br />

Managing Director<br />

<br />

Mr. Somchai Sinjananuruk<br />

Managing Director<br />

<br />

Mr. Anant Kaewruamvongs<br />

Managing Director<br />

<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited<br />

<br />

Mr. Somchai Sinjananuruk<br />

Managing Director<br />

Teleinfo Media Public Company Limited<br />

<br />

<strong>CS</strong> LOXINFO


Open-up your world the way you want; <br />

Everything is within reach.<br />

10<br />

<strong>CS</strong> LOXINFO


ADSL<br />

11<br />

<strong>CS</strong> LOXINFO


<strong>Report</strong> of the Audit Committee<br />

<br />

In year <strong>2007</strong>, the Audit Committee (AC)<br />

membership composition was unchanged consisting <br />

of Mr. Prathueng Srirodbang, the Chairman, with<br />

expertise in legal matters, Mr. Gan Hui Beng, and <br />

Dr. Sillapaporn Srijunpetch, the other members of the<br />

AC with expertise in management, finance, accounting,<br />

and auditing, and being in position for four years, four<br />

years, and two years, respectively. All members possess<br />

qualifications as prescribed by the SET, own no<br />

shares in the Company, take no part in business<br />

management, and are not consultants or business<br />

partners of the Company or its related companies, and<br />

have not been appointed to protect the interest of<br />

directors or major shareholders.<br />

In <strong>2007</strong>, the AC met six times in meetings<br />

involving top management, internal auditors, and<br />

external auditors to carry out its roles, duties and<br />

responsibilities under the Audit Committee Charter <br />

as well as to address matters specifically assigned by<br />

the Board. The following is a summary of significant<br />

matters addressed during the year.<br />

1. Reviewing for Good Corporate Governance.<br />

The AC monitored to ensure the Company complied<br />

with relevant laws and regulations, like the SET and<br />

SEC regulations and notifications, the rules and<br />

regulations of NTC, as well as the general business<br />

laws. The Committee also reviewed for adequate,<br />

accurate, and timely information disclosure by the<br />

Company, particularly in the areas of connected<br />

transactions, to ensure that they had been entered into<br />

on arm’s length basis under normal commercial terms. <br />

2. Reviewing Quarterly and Year End Financial <br />

Statements. The AC reviewed the financial<br />

statements for compliance with generally accepted<br />

accounting principles, and ensured information<br />

disclosed was clear, adequate, timely and meaningful<br />

for the shareholders and other users of the published<br />

financial statements. To this end, the AC reviewed<br />

the external auditor’s audit work plan, involved the<br />

external auditors in meetings to review the Financial<br />

Statements for material accounts, changes, adjustments,<br />

reserves, provisions and significant information<br />

disclosures. The AC met once with the external<br />

auditor and his audit team without management<br />

presence to affirm the auditor’s independence and to<br />

obtain independent feedback on the audit result and<br />

internal control environment. In year <strong>2007</strong>, the<br />

external audit findings did not reveal material<br />

financial reporting issues.<br />

3. Reviewing Company’s Risk Management.<br />

The AC reviewed the quarterly meeting minutes of<br />

the Company’s Risk Management Committee, paying<br />

particular attention to identification of risk factors and<br />

their treatment or mitigation, and provided<br />

constructive suggestions of ways identified risks<br />

could be more effectively managed. It was observed<br />

that the business environment in year <strong>2007</strong> had not<br />

changed dramatically from previous years. The major<br />

risks of the Company resided in the external<br />

operating environment relating to intense price<br />

competition, regulatory rules and conditions<br />

governing business operation, and third party support<br />

to the service infrastructure.<br />

12<br />

<strong>CS</strong> LOXINFO


4. Reviewing Company Internal Control. The<br />

AC reviewed the adequacy of internal control within<br />

the Company on a regular basis from the reports of<br />

both internal and external auditors. The AC would<br />

bring major items of concern to the attention of the<br />

Board together with the remedial action to be taken.<br />

This approach encouraged management of the<br />

Company to ensure adequate and effective internal<br />

control in achieving business focus, operations<br />

efficiency, effective risk management, safeguard of<br />

assets, and people management. Overall, the AC was<br />

of the opinion that the Company had adequate<br />

internal and management control.<br />

5. Overseeing Company Internal Audit Function.<br />

The Office of Internal Audit of the Company reports<br />

directly to the AC on a functional basis. During the<br />

year, the AC reviewed and approved the Internal<br />

Audit annual work plan covering both the Company<br />

and its subsidiaries. In the review, the AC took into<br />

account sufficiency of headcount, effectiveness of the<br />

internal auditing process, and provided constructive<br />

suggestions on improvements.<br />

6. Selection of External Auditors. The AC<br />

monitored the work quality and independence of the<br />

external auditors through the quarterly financial<br />

statements review and in private discussion. The AC<br />

also considered the scope of external audit work and<br />

related audit fee. For year <strong>2007</strong> external audit, the<br />

AC recommended the re-appointment of Pricewaterhouse<br />

Coopers ABAS (PwC) as the external auditors of the<br />

Company for one more year at a fee of Baht 1,660,925<br />

and to comply with SET regulation, another audit<br />

partner of PwC took over as the Company’s statutory<br />

auditor. In line with the Company’s practice of external<br />

auditors rotation, the AC evaluated and finally<br />

recommended KPMG to be the external auditors of<br />

the Company for year 2008.<br />

7. Self-assessment of the AC. The AC<br />

performed an assessment of its actual work covered<br />

in <strong>2007</strong> by reference to the AC charter and known<br />

best practices. The results showed that, on a practical<br />

basis, the scope of work covered by the AC in <strong>2007</strong><br />

was in line with both the AC charter and established<br />

good practices.<br />

In conclusion, in the year <strong>2007</strong>, the Audit<br />

Committee reviewed the performance of the Company<br />

and its subsidiaries in the areas of business<br />

operations, corporate governance, financial reporting,<br />

internal control and risk management, with the<br />

management, external auditors, and internal auditors,<br />

to ensure that the business of the Company was<br />

conducted with adequate internal control and risk<br />

management, and the reported financial statements<br />

were accurately prepared using generally accepted<br />

accounting principles.<br />

Mr. Prathueng Srirodbang<br />

Chairman of the Audit Committee<br />

February 19, 2008<br />

13<br />

<strong>CS</strong> LOXINFO


Director Team <br />

<br />

Prof. Wongkulpat Snidvongs na Ayudyha, M.D. <br />

Independent Director and Chairman of the Board<br />

<br />

Dr. Dumrong Kasemset<br />

Director and Chairman of the<br />

Executive Committee<br />

<br />

Mr. Pratheuang Srirodbang<br />

Independent Director and Chairman <br />

of the Audit Committee<br />

Mr. Gan Hui Beng<br />

Independent Director and Member <br />

of the Audit Committee<br />

14<br />

<strong>CS</strong> LOXINFO


Dr. Sillapaporn Srijunpetch<br />

Independent Director and Member <br />

of the Audit Committee<br />

<br />

<br />

Mr. Mark Chong Chin Kok<br />

Director and Member of the<br />

Executive Committee<br />

Mr. Viroj Tocharoenvanith<br />

Director<br />

Mr. Yongsit Rojsrivichaikul<br />

Director and Member of the<br />

Executive Committee<br />

Mr. Tanadit Charoenchan<br />

Director and Member of the<br />

Executive Committee <br />

15<br />

<strong>CS</strong> LOXINFO


Management Team <br />

<br />

Mr. Anant Kaewruamvongs<br />

Managing Director<br />

<br />

Mr. Anuwat Sanguansappayakorn<br />

Chief Financial Officer<br />

<br />

Mrs. Aksara Assavapokee<br />

Senior Director-Finance & Accounting <br />

<br />

Mr. Pinyo Po-ngern<br />

Director-Information System <br />

<br />

Dr. Somchai Kittichaikoolkit <br />

Director-Marketing <br />

<br />

Mr. Pote Punsiripote <br />

Director-Sales <br />

<br />

16<br />

<strong>CS</strong> LOXINFO


Mrs. Suwanund Jatesawangsri<br />

Director-Customer Services <br />

Mr. Kiat Intarasuriyawong<br />

Director-Technical & Operations <br />

Mrs. Suwanna Janesawatpong<br />

Director-Internal Audit <br />

Teleinfo Media Public Company Limited<br />

Mr. Somchai Sinjananuruk<br />

Managing Director<br />

Mr. Surachart Kukasamerat<br />

Deputy Managing Director-Sales<br />

17<br />

<strong>CS</strong> LOXINFO


Feel closer together,<br />

no matter the distance.<br />

18<br />

<strong>CS</strong> LOXINFO


IPSTAR<br />

19<br />

<strong>CS</strong> LOXINFO


Corporate Governance<br />

The Board of Directors of the Company (Board) equates good corporate<br />

governance with good corporate citizenship, and has over the years sought to<br />

improve and strengthen corporate governance practices within the Company. As a<br />

fitting reward of this focus and effort, on December 11, <strong>2007</strong>, the Board was a<br />

recipient of the “Board of the Year for Exemplary Practices” award in an event<br />

organized by the Thai Institute of Directors Association (IOD), in cooperation with<br />

the Stock Exchange of Thailand (SET), Board of Trade of Thailand, Federation of<br />

Thai Industries, Thai Bankers’ Association, Thai Listed Companies Association, and<br />

Federation of Thai Capital Market Organizations. This award was a recognition of<br />

boards that have performed their duties in accordance with good corporate<br />

governance (CG) principles, as well as attained an evaluation score of not less<br />

than 85% according to the criteria set by the Award Committee. The awards<br />

selection criteria were based on the OECD Principles of Good CG and the SET<br />

Guidelines for Board of Directors. <br />

<br />

Corporate Governance Policy<br />

The Company that leadership of a visionary and responsible Board of Directors, with accountability to<br />

stakeholders, that can motivate and guide management, using a sound management system that utilizes internal<br />

control to balance business priorities and operations transparency, while respecting the rights and equitable<br />

treatment of all shareholders, are the essential factors in maximizing long term shareholders value. To this end,<br />

the Board has established a good Corporate Governance Policy that addresses five key areas:-<br />

1. Board’s structure, composition, roles and responsibilities<br />

2. The rights and equitable treatment of Shareholders and the Roles of Stakeholders<br />

3. Information Disclosure and Transparency<br />

4. Internal Control and Risk Management<br />

5. Code of Conduct<br />

Since 2005, the Board has acknowledged the growing importance of Corporate Governance (CG) as<br />

representing a set of processes, policies, laws and institutions affecting the way in which a corporation is<br />

directed, administered or controlled. As a result, on an annual basis, the Board schedules a meeting in the early<br />

part of the year dedicated to the review and enhancement of the CG of the Company to ensure its relevance,<br />

compliance with SET mandates and guidelines, and adherence to good practices. In the Board of Directors<br />

Meeting No.3/2008, on March 19, 2008, CG Policy of the Company was reviewed. Moreover, to strengthen<br />

its focus on CG, the Board plans to set up a CG Committee.<br />

20<br />

<strong>CS</strong> LOXINFO


Chapter 1: Board of Directors<br />

<br />

<br />

1. Leadership and Vision<br />

The Board determined <strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited (<strong>CS</strong>L), a company in Shin Corporation<br />

Group of companies, to be a leading Thai company, with successful, internationally acknowledged and<br />

implemented perspectives, whilst having a variety of businesses with state of the art technology, strong<br />

management and capable staff.<br />

The Board members have leadership, vision and independence in making decisions, and are responsible in<br />

governing the corporation and providing the greatest benefit to its stakeholders. As such, the duties, roles and<br />

responsibilities of the Chairman of the Board, the Chairman of the Executive Committee and the Managing<br />

Directors are clearly segregated.<br />

In determining the business direction, vision, mission and annual targets, the Board oversees overall<br />

business affairs of <strong>CS</strong>L Group, and makes approval of those above with the involving initiation of the<br />

management. After that, the Board will monitor the achievement of the approved direction and plans through<br />

the Executive Committee, on a regular basis.<br />

For 2008 the Board agreed to continue focusing on increasing benefits to its shareholders by targeting to<br />

corporate customers, which is the segment of our expertise and effective in generating both revenue and profit.<br />

By the way, we will also develop more of the content servicing to fulfill more of the customer needs. This<br />

should enable the synergy at the Group level to cover both consumer and corporate sectors with the concept of<br />

Localized Search and Transactions via various types of connection medium, ie., internet, mobile phone, or even<br />

the call center.<br />

<br />

<br />

2. Composition of the Board of Directors, the Appointment, and its Independence<br />

The Board consists of nine qualified and experienced directors in various fields, i.e., telecommunication,<br />

legal, accounting and finance. Four are representatives of two major shareholders; one is the representative for<br />

CAT Telecom Plc. serving on behalf of the concession grantor; four are independent directors, including the<br />

Chairman of the Board, who account for more than one third of the Board. The full Board is as follows:-<br />

Name<br />

<br />

1. Prof. Wongkulpat Snidvongs <br />

na Ayudyha, M.D.*<br />

2. Mr. Prathueng Srirodbang<br />

<br />

3. Mr. Gan Hui Beng<br />

<br />

4. Dr. Sillapaporn Srijunpetch<br />

5. Mr. Viroj Tocharoenvanith<br />

<br />

<br />

Position<br />

Independent Director / Chairman of the Board <br />

<br />

Independent Director / Chairman of the Audit Committee<br />

/ Chairman of the Nomination Committee <br />

Independent Director / Member of the Audit Committee <br />

/ Member of Remuneration Committee<br />

Independent Director / Member of the Audit Committee <br />

Director / Representative of CAT Telecom<br />

<br />

Numbers of Shares<br />

holding <br />

(as at Dec 31, <strong>2007</strong>)<br />

-0-<br />

<br />

-0-<br />

<br />

-0-<br />

<br />

-0-<br />

-0-<br />

21<br />

<strong>CS</strong> LOXINFO


Name<br />

<br />

6. Mr. Mark Chong Chin Kok<br />

<br />

<br />

<br />

7. Dr. Dumrong Kasemset <br />

<br />

<br />

<br />

8. Mr. Yongsit Rojsrivichaikul<br />

<br />

9. Mr. Tanadit Charoenchan<br />

<br />

Position<br />

<br />

Director / Member of the Executive Committee /<br />

Member of the Remuneration Committee / <br />

Member of the Nomination Committee /<br />

Representative of major shareholder<br />

Director / Chairman of the Executive Committee / <br />

Chairman of the Compensation Committee / <br />

Member of the Nomination Committee / <br />

Representative of major shareholder<br />

<br />

Director / Member of the Executive Committee /<br />

Representative of major shareholder,<br />

Director / Member of the Executive Committee / <br />

Representative of major shareholder<br />

Numbers of Shares<br />

holding <br />

(as at Dec 31, <strong>2007</strong>)<br />

-0-<br />

<br />

<br />

<br />

-0-<br />

<br />

<br />

<br />

-0-<br />

<br />

-0-<br />

<br />

<br />

* Being appointed by the AGM No.1/<strong>2007</strong> on April 23, <strong>2007</strong> as the Director and Chairman of the Board <br />

• During <strong>2007</strong>, Mr. Vasant Chatikavanij resigned from his directorship which were a Director, a Member of the Executive Committee and a Member of <br />

the Remuneration Committee with effective date of December 26, <strong>2007</strong>.<br />

Secretary to the Board: Mr.Kamonmit Vudhijumnonk (Details of his profile and qualifications are <br />

shown on page 44)<br />

The Authorized Directors: Dr. Dumrong Kasemset or Mr. Yongsit Rojsrivichaikul or Mr. Tanadit<br />

Charoenchan cosigns with Mr. Viroj Tocharoenvanith or Mr. Mark Chong Chin Kok, altogether <br />

two directors, together with Company seal.<br />

Directors Nomination and Appointment Process <br />

The Company has appointed the Nomination Committee (NC) to consider setting standards and policies<br />

in nominating a qualified director under the Company’s Articles of Association and relevant laws, as well as to<br />

nominate such a qualified person to be a director of the Company where the office is vacant. The NC considers<br />

the educational background and professional experiences of the candidates. It provides sufficient useful<br />

information, for the consideration or decision making of the Board and the shareholders. <br />

Moreover, it was determined that in every <strong>Annual</strong> General Shareholders Meeting, one third of the<br />

directors shall resign from the position. In case that the number of the directors cannot be divided into three,<br />

the closest to one third of the directors shall resign from their positions. In the first and second year after the<br />

Company was listed on the Stock Exchange of Thailand, the directors who were required to resign, applied the<br />

method of drawing lots to determine who should resign. On subsequent years, the longest serving directors<br />

would resign and might be re-elected to resume their positions. <br />

In case the office of Director is vacant, due to reasons other than by the rotational scheme, the Board<br />

shall elect a person who is qualified and has no prohibited characteristics in accordance with Clause 68 of the<br />

Public Company Act, B.E. 2535. The successful candidate would replace the Director at the next meeting.<br />

Unless the remaining tenure of the Director vacating office is less than two months, a director who has elected<br />

as a replacement shall retain this position only up to the remaining tenure of such preceding director. <br />

As stipulated in the Company’s Articles of Association, the shareholders meeting shall elect directors<br />

under the following rules and procedures. <br />

<br />

1. All shareholders have votes equivalent to the number of shares being held. <br />

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

a number of directors, those votes may not be divided in any proportion for any particular director.<br />

3. Those who receive the highest respective votes shall be elected as directors in a number equal to those <br />

to be elected at such a meeting. In cases of tied votes cast, which would result in the number of <br />

directors greater than that permitted for the time being, the presiding chairman shall have a casting vote.<br />

<br />

22<br />

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The Company has not determined the maximum number of occasions a director can be re-elected, or his/<br />

her age, but will take into consideration his/her time, capability and knowledge devoted to the Company in<br />

performing duties. Except an independent director, he/she shall not serve the directorship for more than three<br />

consecutive terms or a total of nine years. <br />

<br />

Qualifications of the Board of Directors <br />

Directors of the Company have qualifications and characteristics as specified in the relevant laws. They<br />

have knowledge, capability and ethics in carrying out business and sufficient time to devote their knowledge and<br />

capabilities in performing duties for the Company. It is acceptable for them to be directors in other companies<br />

as long as such directorship does not hamper their performance in carrying out duties at the Company.<br />

The Company also encourages the directors to attend training classes for roles and responsibilities of<br />

being a director, e.g., DAP, DCP, etc. in order to have a thorough understanding of their roles. The profile of<br />

the Company and its subsidiaries, relevant rules and regulations, and the Director’s Handbook, are normally<br />

provided to the Directors, especially for new appointtees. Business environment updates of the Company and its<br />

subsidiaries, e.g., market situation, technology, laws and regulations, etc. are also made to the Board regularly.<br />

This should enable the Board to have sufficient information, knowledge and understanding about the business<br />

of the Company, as well as the most current roles and responsibilities of being a director. To date, all of our<br />

directors, including the Managing Director have already attended the DAP or DCP course. We also encourage<br />

the Directors to have continuing education programs, to enable them to perform their duties effectively,<br />

including corporate governance matters.<br />

<br />

Independence and Definition of the Independent Directors<br />

We define “Independent Director” in the Company’s CG policy as a director, who is fully qualified with<br />

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

the interests of shareholders and prevent a conflict of interest. He/She shall also be able to give independent<br />

opinions in the Board Meetings. Details of his/her qualifications are as follow:-<br />

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

company(s), associated company(s) or related company(s). Shares held by his/her relation(s) shall be<br />

included. <br />

2. Being a director who does not take part in the management of the Company, affiliated company(s), <br />

associated company(s), and related company or is a majority shareholder(s) of the Company, and is <br />

not an employee, staff member, or advisor who receives a regular salary from the Company, affiliated <br />

company(s), associated company(s), related company(s), or is a majority shareholder of the Company. <br />

3. Being a director who has no benefits or interests, directly or indirectly, in terms of financial and <br />

management of the Company, affiliated company(s), associated company(s), or majority shareholder(s) <br />

of the Company, and shall have no benefits or interests in such manner for a period of one year prior <br />

to the appointment as a director, except the Board has carefully considered and opined that such <br />

benefits or interests should have no impact on performing directorship duties and giving independent opinion. <br />

4. Being a director who is not a related person or close relative of any management member or majority <br />

shareholder(s) of the Company.<br />

5. Being a director who is not being appointed as a representative to safeguard the interests of the <br />

Company’s Directors, majority shareholder(s) or shareholders who relate to majority shareholder(s) of <br />

the Company. <br />

6. Being a director who is able to perform duties, give opinions or report on the result of the assignments <br />

made by the Board with no pressures due to circumstances or controls of the management, majority <br />

shareholder(s) of the Company, including their related persons or close relatives. <br />

23<br />

<strong>CS</strong> LOXINFO


3. Chairman of the Board and Chairman of the Executive Committee<br />

The Company has a policy that the Chairman of the Board and the Chairman of the Executive Committee<br />

should be capable and possess appropriate experience and qualifications. They shall not be the same person, in<br />

order to balance the power between direction and management functions. The responsibilities of the Chairman<br />

of the Board and the Chairman of the Executive Committee are specified as follows:-<br />

• Chairman of the Board is a non-executive Director, has responsibility as the leader of the Directors, in <br />

directing and monitoring the performance of the Executive Committee in achieving its goals and <br />

objectives. He also chairs the Board meeting and the Shareholders meeting. Currently, our Chairman of <br />

the Board is the independent director.<br />

• Chairman of the Executive Committee takes responsibility as the leader of the executives of the Company,<br />

responsible to the Board for supervising the management of the Company to achieve planned assignment.<br />

<br />

<br />

<br />

4. Authorities, Scope of Duties, and Responsibilities of the Board<br />

The major authorities, duties, and responsibilities of the Board are as follows:-<br />

• To carry out duties in accordance with the laws, the objectives, the Articles of Association of the <br />

Company, and the resolutions of the shareholders’ meeting in good faith and with care to preserve <br />

the interests of the Company.<br />

• To determine vision, policy, and direction of the Company, as well as to oversee and superintend the <br />

executive to be in line with the policy effectively and efficiently for maximizing corporate value and <br />

shareholders’ wealth.<br />

• To consider to approve or propose to shareholder to approve where the case may be, the major <br />

transactions about business operations of the Company and its subsidiaries, such as new investment, <br />

asset acquisition or disposition, and other transactions specified by the law.<br />

• To approve or agree to the related transactions between the Company and its subsidiaries in <br />

compliance with the relevant notifications, regulations and guideline of the Stock Exchange of Thailand.<br />

• To arrange to have a reliable accounting system, financial reports, auditing, as well as oversee the <br />

evaluation process for an appropriate, effective, and efficient internal control, internal auditing, risk <br />

management, financial reporting, and monitoring.<br />

• To oversee for not having a case of conflict of interests between the concerned persons of the <br />

Company, as well as to approve the Connected transactions and Conflicting transactions.<br />

• To govern the Company to carry out the business ethically and in line with the principle of good <br />

Corporate Governance.<br />

• To review the Company’s CG Policy and assess due compliance at least annually.<br />

• To conduct Board appraisal, as a group, annually.<br />

• To appoint or delegate any power to any other persons to conduct the Company’s business subject to <br />

the control of and within the time as may be specified by the Board, whereby such appointment or <br />

delegation of power may, at anytime, be canceled, revoked, withdrawn or amended. Provided that the <br />

said appointment or delegation of power shall not be made in the manner that the Board or the <br />

person appointed or delegated then be able to approve any transaction to be entered into between the <br />

Board, the person appointed or delegated by the Board, or any person who may have conflicts of <br />

interest or any other benefits (as stipulated by the Office of the Securities and Exchange Commission)<br />

and the Company or the Company’s subsidiaries, unless the approval for such transactions is in <br />

compliance with the policy and rules already approved by the Board.<br />

• To determine each director and executive to have duty in preparing and submitting the <strong>Report</strong> of <br />

Securities Holding in the Company by himself (herself), his(her) spouse, his(her) immature children,<br />

to the SEC, by using the 59-1 and 59-2 form, and by the timeframe stipulated in the Notification of<br />

the SEC no. Sor Jor 14/2540.<br />

24<br />

<strong>CS</strong> LOXINFO


5. The Sub-Committees<br />

The Board has appointed four sub-committees to study and pre-review the matters under the Board’s<br />

responsibilities.<br />

5.1 Audit Committee<br />

5.2 Remuneration Committee<br />

5.3 Nomination Committee <br />

5.4 Executive Committee<br />

<br />

5.1 Audit Committee (AC)<br />

No. of Meeting Attendance /<br />

Name<br />

<br />

Position<br />

No. of Meetings in <strong>2007</strong><br />

1. Mr. Prathueng Srirodbang Chairman of the AC/Independent Director<br />

2. Mr. Gan Hui Beng Member of the AC/Independent Director<br />

3. Dr. Sillapaporn Srijunpetch Member of the AC/Independent Director<br />

6/6<br />

6/6<br />

6/6<br />

The AC consists of three independent directors. Two are financial and accounting experts Mr. Gan Hui<br />

Beng and Dr. Sillapaporn Srijunpetch, and one is a legal expert Mr. Prathueng Srirodbang. Every member has<br />

qualifications as specified under the guideline of the SET and meets the requirements of an independent<br />

director as defined in the Company’s CG policy. <br />

The AC has a three year term, the same as the directorship position. Those, who complete the term of the<br />

AC membership can be re-elected for no more than nine years or three consecutive terms. The authorized<br />

duties of the AC are as specified in the Charter of the AC. The AC also reviews the Charter for<br />

appropriateness on a yearly basis, and makes further proposals for approval by the Board. The details of the<br />

latest version of the AC Charter are as follows:-<br />

<br />

• To carry out a review of the Company’s financial statements with the management and external auditors <br />

to ensure that the statements accurately present the financial position of the Company and that they are <br />

prepared in accordance with generally accepted accounting principles.<br />

• To give recommendations to the Board about the changes to the Company’s accounting policies and <br />

financial authorities, delegated to EXCOM and the Managing Director.<br />

• To ensure that the company has appropriate and efficient internal control and audit systems.<br />

• To carry out a review to ensure that the Company operates in compliance with the Securities and <br />

Exchange Acts, the regulations of the Stock Exchange of Thailand and any other relevant laws.<br />

• To consider, select ,and propose the appointment and audit fees of the company’s external auditor to the <br />

Board, as well as approve its audit plan and meet privately with the external auditor at least once a year.<br />

• To review policies for the approval of non-audit services and make recommendations.<br />

• To review the work of the Risk Management Committee of the Company.<br />

• To review and provide opinions on material connected transactions for compliance and conflict-of-<br />

interests, as well as accurate and complete disclosure.<br />

• To review and give opinions on the performance of the Internal Audit Office and coordinate work with <br />

the Company’s external auditors.<br />

25<br />

<strong>CS</strong> LOXINFO


• To ensure all necessary assistance and cooperation required by the external and internal auditors are <br />

provided by the management.<br />

• To prepare an annual AC activities report which must be signed by the Chairman of the AC and <br />

disclosed in the Company’s annual report.<br />

• To consider ant appraise annually, the performance of the Assistant Director of Internal Audit.<br />

• To consider and approve the Internal Audit Charter, annual internal audit plan, budget and manpower <br />

of the Internal Audit Office and the adequacy of the internal audit function.<br />

• To report the AC activities to the Board at least once during each quarter.<br />

• To review the scope of duties, responsibilities and to conduct AC performance self-assessment <br />

on a yearly basis.<br />

• To have full access and the cooperation of management.<br />

• To have the power to invite members of the management, officers and employees of the Company or <br />

external parties, to give statements, to attend a meeting and to deliver necessary documents.<br />

• To have direct access to the external auditors in the investigation of any matter within its terms of reference.<br />

• To have the power to engage consultant(s) or independent person(s) to provide opinions or advice if <br />

necessary, in accordance with the Company’s regulations, and expenses (with no budget provided) <br />

under the approval of authority given by the Managing Director.<br />

• To carry out other works designated by the Board of Directors and agreed to by the AC.<br />

The AC has conducted a self-assessment for <strong>2007</strong>, by team, to review the actual performance against the<br />

Charter of the AC and Best Practice. The results were reported to the Board during Board Meeting No. 3/2008<br />

on March 19, 2008. The results showed that both the Charter of the AC and Best Practice was conformed to.<br />

<br />

5.2 Remuneration Committee (RC)<br />

No. of Meeting Attendance /<br />

Name<br />

<br />

<br />

Position<br />

No. of Meetings in <strong>2007</strong><br />

1. Dr. Dumrong Kasemset Chairman of the RC<br />

2/2<br />

2. Mr. Gan Hui Beng Member of the RC /<br />

2/2<br />

<br />

Independent Director<br />

<br />

3. Mr. Mark Chong Chin Kok Member of the RC<br />

0/2<br />

<br />

• Mr. Vasant Chatikavanij resigned from the Member of the RC with effective date of December 26, <strong>2007</strong>.<br />

<br />

The RC consists of three directors. Two are representatives of the major shareholders, and one is an<br />

independent director. The scope of duties and responsibilities are as follows:-<br />

• To appropriately determine necessary remuneration, both monetary and non-monetary, annually in <br />

order to provide necessary incentives and retain the Board, Sub-Committees and senior executives of <br />

the Company.<br />

• To prepare policies and criterias to determine remuneration of the Board and senior executives, for <br />

approval by the Shareholders Meeting, and/or the Board, depending on each case.<br />

• <strong>Report</strong> to the Board, and be responsible for providing explanations and clarifications about <br />

26<br />

<strong>CS</strong> LOXINFO


emuneration of the Board and senior executives in Shareholders Meetings.<br />

• To report on the remuneration policies, rationale and objectives, as well as to make disclosures in the <br />

annual report.<br />

• Others, as assigned by the Board.<br />

In <strong>2007</strong>, the RC met twice to consider and approve the allocation of warrants under ESOP Grant V<br />

program to the directors and staff, as well as approve the remunerations for independent directors and external<br />

directors.<br />

5.3 Nomination Committee (NC)<br />

<br />

Name<br />

1. Mr. Prathueng Srirodbang<br />

<br />

2. Dr. Dumrong Kasemset <br />

3. Mr. Mark Chong Chin Kok<br />

<br />

Position<br />

Chairman of the NC / <br />

Independent Director<br />

Member of the NC<br />

Member of the NC<br />

No. of Meeting Attendance /<br />

No. of Meetings in <strong>2007</strong><br />

3/3<br />

<br />

3/3<br />

1/3<br />

The NC consists of three directors. Two are representatives of major shareholders and one is an<br />

independent director acting as the Chairman of the Committee. The scope of duties and responsibilities are as<br />

follows:-<br />

• To determine policies and criteria for nominating the Board and Sub-Committees of the Company.<br />

• To nominate directors by considering suitable candidates for approval by the Board, and/or the <br />

Shareholders Meeting, depending on each case.<br />

• To consider suitable candidates to be nominated as Chairman of the EXCOM, if there is vacancy, as <br />

well as to determine criteria for succeeding the senior executives.<br />

• Others, as assigned by the Board.<br />

In <strong>2007</strong>, the NC met three times to consider appointing directors and determining their authority for the<br />

replacement of retired directors, in accordance with the company’s Articles of Association. <br />

<br />

5.4 Executive Committee (EXCOM)<br />

<br />

Name<br />

<br />

Position<br />

1. Dr. Dumrong Kasemset Chairman of the EXCOM<br />

2. Mr. Mark Chong Chin Kok Member of the EXCOM<br />

3. Mr. Tanadit Charoenchan Member of the EXCOM<br />

4. Mr. Yongsit Rojsrivichaikul Member of the EXCOM<br />

No. of Meeting Attendance /<br />

No. of Meetings in <strong>2007</strong><br />

13/13<br />

7/13<br />

10/11<br />

10/12<br />

• Mr. Vasant Chatikavanij resigned from the Member of the EXCOM with effective date of December 26, <strong>2007</strong>.<br />

The EXCOM consists of the directors of the Company and Executive Chairman of Satellite and<br />

International Business Line as the Chairman of the EXCOM. The scope of duties and responsibilities are as<br />

follow:-<br />

27<br />

<strong>CS</strong> LOXINFO


• To determine the policies, directions, strategies and core management structure for business operations <br />

in line with economic and competitive conditions that have been defined and declared to Shareholders, <br />

for approval by the Board.<br />

• To determine the business plans, budgets, and working authority limits of the Company for approval by <br />

the Board.<br />

• To monitor efficient policy implementation and operating procedures according to favorable business <br />

conditions.<br />

• To monitor the Company’s operating performance to be in line with the approved business plan.<br />

• To consider any material investment projects.<br />

• To report the Company’s performance to the Board on the monthly basis.<br />

• Having authority to approve financial transactions of not higher than 400 million baht. In case of the <br />

finance banking transactions, for example, deposit, lending, hedging instrument on foreign exchange<br />

and interest rate, the transaction value and details requires the Board’s approval. The EXCOM may <br />

delegate an executive or individual to carry out or acknowledge a business according to the discretion <br />

of the EXCOM.<br />

• The approval of the EXCOM or the delegates shall not be for the connected transaction(s) or where <br />

the Committee may have a conflict of interest according to the Articles of Association of the Company <br />

or that defined by the regulatory body (ies).<br />

• Others, as assigned by the Board.<br />

Management Team <br />

As of December 31, <strong>2007</strong> the Company’s Management is composed of the following people:-<br />

<br />

Name<br />

Position<br />

<br />

1. Dr. Dumrong Kasemset Chairman of the EXCOM <br />

2. Mr. Anant Kaewruamvongs Managing Director <br />

3. Mr. Anuwat Sanguansappayakorn Chief Financial Officer <br />

4. Mrs. Aksara Assavapokee Senior Director - Finance & Accounting <br />

5. Mr. Pinyo Po-ngern Director - Information System <br />

6. Dr. Somchai Kittichaikoolkit Director - Marketing <br />

7. Mr. Pote Punsiripote Director - Sales <br />

8. Mrs. Suwanund Jatesawangsri Director - Customer Services <br />

9. Mr. Kiat Intarasuriyawong Director - Technical & Operations <br />

10. Mrs. Suwanna Janesawatpong Director - Office of Internal Audit <br />

Scope of Authorities and Responsibilities of the Managing Director<br />

The Managing Director (MD) has authority according to that being delegated by the Board, which is in<br />

compliance with the rules, regulations, and Articles of Association of the Company. The MD did not conduct<br />

or enter into transaction that he or conflicting person may have conflict of interests with the Company or the<br />

subsidiaries, as defined by the Notifications of the SEC. Exemption is on the case of related transactions where<br />

no approval is required from a shareholders’ meeting, as announced by the SET regarding the Principle,<br />

Procedure, and Disclosure of Related Transactions of the listed companies, and the approval of internal<br />

management of the Company and its subsidiaries.<br />

28<br />

<strong>CS</strong> LOXINFO


Approval authority of the MD<br />

The MD has been delegated of the financial authority from the Board at the maximum of 10 million baht<br />

for budgeted capital expenditure.<br />

<br />

<br />

6. The Meeting of the Board of Directors<br />

The Board has policy to schedule the Board’s meetings of at least six times a year. The meetings are normally<br />

pre-scheduled for the entire year. Special meeting can be held where necessary. In organizing a meeting, the<br />

Chairman of the Board and Chairman of the EXCOM will agree to with the agenda items. Secretary to the<br />

Board will coordinate with the relevant parties and distribute the notice to the meeting along with the meeting<br />

agendas and meeting document to the directors at not less than seven days in prior to the meeting date for the<br />

Board to have sufficient time to digest the information. In year <strong>2007</strong>, the Board met for nine times.<br />

Normally, each meeting would take about two to three hours, with the Chairman of the Board chairing<br />

the meeting. He is responsible for overseeing the meeting process and managing time for each agenda to be<br />

sufficient for the directors to discuss and express their opinions independently, taking into consideration the<br />

benefit of the shareholders and stakeholders on a fair basis. Management will provide sufficient information for<br />

the Board consideration. Where a director may have conflict of interest with any meeting agenda, he/she will<br />

not be present in the meeting for that agenda item. <br />

After that, the Secretary to the Board will finish preparing the minutes of the meeting by 14 days, keep<br />

such the minutes and supplemented documents, as well as support and follow up matters for facilitating the<br />

Board to perform duties in compliance with applicable laws, rules and regulations, and shareholders’ meeting<br />

resolutions.<br />

<br />

In <strong>2007</strong>, in summary, there were below meetings.<br />

Meeting<br />

<br />

<br />

Director<br />

EXCOM<br />

AGM BDM ACM NCM RCM <br />

Meeting<br />

<br />

1. Prof. Wongkulpat Snidvongs<br />

na Ayudyha, M.D.*<br />

2. Dr. Dumrong Kasemset <br />

3. Mr. Prathueng Srirodbang<br />

4. Mr. Gan Hui Beng<br />

5. Dr. Sillapaporn Srijunpetch<br />

6. Mr. Viroj Tocharoenvanith<br />

7. Mr. Mark Chong Chin Kok<br />

8. Mr. Yongsit Rojsrivichaikul<br />

9. Mr. Tanadit Charoenchan<br />

-<br />

<br />

1/1<br />

1/1<br />

1/1<br />

1/1<br />

1/1<br />

1/1<br />

1/1<br />

1/1<br />

No. of Meeting Attendance / No. of Meeting in <strong>2007</strong><br />

5/5<br />

<br />

9/9<br />

9/9<br />

8/9<br />

9/9<br />

8/9<br />

6/9<br />

6/6<br />

6/7<br />

-<br />

<br />

-<br />

6/6<br />

6/6<br />

6/6<br />

-<br />

-<br />

-<br />

-<br />

-<br />

<br />

3/3<br />

3/3<br />

-<br />

-<br />

-<br />

1/3<br />

-<br />

-<br />

* Being appointed by the AGM No. 1/<strong>2007</strong> on April 23, <strong>2007</strong> as the Director and Chairman of the Board. <br />

• Mr. Vasant Chatikavanij resigned from the directorship with effective date of December 26, <strong>2007</strong>.<br />

-<br />

<br />

2/2<br />

-<br />

2/2<br />

-<br />

-<br />

0/2<br />

-<br />

-<br />

-<br />

<br />

13/13<br />

-<br />

-<br />

-<br />

-<br />

7/13<br />

10/11<br />

10/12<br />

29<br />

<strong>CS</strong> LOXINFO


7. Directors and Managements Remuneration<br />

On every February, the RC considers, analyzes, and recommends remuneration of the directors to the<br />

Board for further recommending to the shareholders for approval. The RC also approves the remuneration<br />

calculation scheme of the management. The remuneration of the directors and the management shall get along<br />

well with their duties and responsibilities, be comparable to the industry standard, and attractive enough to<br />

retain the qualified directors and management.<br />

The Company has policy to remunerate only to the independent directors and external directors. The<br />

executive directors do not receive remuneration as a director.<br />

The remuneration for each management will link with the operating performance of the Company and<br />

his/her working performance. The warrants for purchasing the Company’s common shares are also offered to<br />

the management and employees under the Employee Stock Option Program (ESOP) to attract and retain them<br />

with the Company. <br />

In year <strong>2007</strong>, the Company paid following remuneration.<br />

1. Monetary Remuneration for the Board<br />

• Total monetary remuneration for the Board, only independent directors or non-executive directors, <br />

for the period as at December 31, <strong>2007</strong> comprised of director monthly compensation, annual <br />

remuneration and meeting fees totaling Baht 3,707,696 for five directors. The details of which are as<br />

follow:- (Executive directors did not receive remuneration as directors.) <br />

<br />

Name<br />

<br />

1. Prof. Wongkulpat Snidvongs <br />

na Ayudyha, M.D.<br />

2. Mr. Prathueng Srirodbang<br />

3. Mr. Gan Hui Beng<br />

4. Dr. Sillapaporn Srijunpetch <br />

5. Mr. Viroj Tocharoenvanith <br />

Position<br />

<br />

Independent Director and Chairman of the Board <br />

<br />

Independent Director and Chairman of the AC <br />

Independent Director and Member of the AC <br />

Independent Director and Member of the AC <br />

Director and representative of CAT Telecom Plc.<br />

Remuneration <br />

for <strong>2007</strong>*<br />

(Million Baht)<br />

1.037<br />

<br />

0.820<br />

0.675<br />

0.675<br />

0.500<br />

* Director monthly compensation and meeting fees for the period of January to December <strong>2007</strong>, and accrued annual remuneration which<br />

would be paid in February 2008.<br />

<br />

<br />

2. Monetary Remuneration for the Executives<br />

• Total monetary remuneration for the Executives, for the period ended December 31, <strong>2007</strong> comprised <br />

of salary, bonus, provident fund, and other fringe benefits was Baht 20,821,950 (excluded the <br />

Executive Chairman who receives remuneration from Shin Satellite Plc., the indirect shareholder of <br />

the Company).<br />

3. Other Remunerations <br />

3.1 Other Remuneration for the Board members<br />

Apart from the monetary remuneration for the independent directors and external directors, the <br />

Company provided non-monetary remuneration to the Chairman of the Board, who is an <br />

independent director, in form of fringe benefit of car and fuel.<br />

30<br />

<strong>CS</strong> LOXINFO


3.2 Employee Stock Option Program (ESOP)<br />

The Company plans to issue and offer warrants to purchase the Company’s ordinary shares to the<br />

directors and employees to motivate and reward their past performances which should thereby <br />

benefit the Company in the long run. Under a continuous program, the Company will issue and <br />

offer such warrants continually for five-year period subject to shareholders’ approval in each year. At<br />

the end of <strong>2007</strong>, the Company has issued and offered five programs. The details of which are as follow:-<br />

<br />

Descriptions Program 1 Program 2 Program 3 Program 4 Program 5<br />

Offering Size<br />

Offering Price <br />

Warrant Term<br />

Exercise Ratio*<br />

Exercise Price* <br />

(Baht per share)<br />

Issuance and Subscription Date <br />

The director and<br />

management of<br />

<br />

the Company and its<br />

subsidiaries receiving of<br />

the warrants<br />

1. Mr. Anant Kaewruamvongs<br />

2. Dr. Somchai Kittichaikoolkit <br />

3,096,300 2,213,700 ** 8,559,100 8,354,300 8,354,400<br />

Bt 0<br />

Not more than 5 years from the Issuance and Subscription Date<br />

1 unit of warrant per 1.24101 1 unit of warrant<br />

per 1.21856<br />

1 unit of warrant<br />

per 1.4758<br />

1 unit of warrant<br />

per 1 <br />

<br />

7.252 7.487 5.686 3.120 3.580<br />

14-May-04 16-May-05 31-May-05 31-May-06 30-May-07 <br />

Descriptions Program 1 Program 2 Program 3 Program 4 Program 5<br />

No. of % of No.<br />

Warrant of<br />

allocated Warrant<br />

(Units) issued<br />

1,000,000<br />

550,000<br />

3. Mr. Anuwat Sanguansappayakorn -<br />

4. Mrs. Aksara Assavapokee 174,200<br />

5. Mr. Somchai Sinjananurux -<br />

6. Mr. Surachart Kukasamerat -<br />

7. Mr. Charles Han<br />

-<br />

8. Mr. Pote Punsiripote<br />

-<br />

32.30<br />

17.76<br />

-<br />

5.63<br />

-<br />

-<br />

-<br />

-<br />

No. of<br />

Warrant<br />

allocated<br />

(Units)<br />

704,600<br />

202,000<br />

162,200<br />

426,400<br />

-<br />

-<br />

-<br />

-<br />

% of No.<br />

of<br />

Warrant<br />

issued<br />

24.4<br />

7<br />

5.62<br />

14.78<br />

-<br />

-<br />

-<br />

-<br />

No. of % of No.<br />

Warrant of<br />

allocated Warrant<br />

(Units) issued<br />

966,400<br />

250,000<br />

350,000<br />

572,700<br />

771,700<br />

753,300<br />

-<br />

-<br />

No. of % of No.<br />

Warrant of<br />

allocated Warrant<br />

(Units) issued<br />

No. of % of No.<br />

Warrant of<br />

allocated Warrant<br />

(Units) issued<br />

* The Company has adjusted the warrant right, as a result of 2006 dividend payment at a rate of more than 50% of net income after corporate income tax <br />

under the conditions specified in the prospectus. The latest right adjustment on both the exercise ratio and exercise price was on March 28, <strong>2007</strong>.<br />

** At Extraordinary General Shareholders Meeting No. 2/2004, held on June 14, 2004, the shareholders approved the issuing and offering of 2,885,900 <br />

units of warrants for ESOP Grant 2. However, the Company could only allocate 2,213,700 units and the remaining warrants expired without being <br />

allocated to other programs.<br />

11.29<br />

2.92<br />

4.09<br />

6.69<br />

9.02<br />

8.80<br />

-<br />

-<br />

1,002,500<br />

417,700<br />

417,700<br />

501,300<br />

835,400<br />

853,400<br />

459,500<br />

-<br />

12<br />

5<br />

5<br />

6<br />

10<br />

10<br />

5.5<br />

-<br />

2,690,100<br />

540,000<br />

917,400<br />

1,186,500<br />

-<br />

-<br />

-<br />

715,900<br />

32.20<br />

6.46<br />

10.98<br />

14.20<br />

-<br />

-<br />

-<br />

8.57<br />

31<br />

<strong>CS</strong> LOXINFO


8. Succession Plan<br />

CG policy of the Company specified that there should be a succession plan for the position of Chairman<br />

of the EXCOM and senior management to build up a confidence among shareholders and staff that the<br />

operations of the Company will not be interrupted. The NC was assigned in determining the criteria and the<br />

succession plan. <br />

<br />

<br />

9. The Meeting of Non-executive Directors (NED)<br />

CG policy of the Company also specified that there should be the meeting of the NED without the<br />

presence of executive directors from time to time as appropriate, in order to be an opportunity for the NED to<br />

discuss any subjects of interest related to the business operations of the Company. The conclusions made at<br />

each meeting shall also be reported to the Board and the Chief Executive Officer.<br />

On Nov 14, <strong>2007</strong>, the NED, consisted of 4 independent directors and 1 external director met as the first<br />

NED meeting of the Company. The Chairman of the Board presided over the meeting. The major matters<br />

agreed and presented to the Board Meeting No. 9/<strong>2007</strong> on November 14, <strong>2007</strong> were the plan that the<br />

Company may establish a CG Committee, and the importance of having a continuous adequate level of internal<br />

control system and internal auditing under the concept of COSO standard. COSO stands for The Committee of<br />

Sponsoring Organizations of the Treadway Commission, the US commission concerning the studying and<br />

analysis of fraudulent financial reportings and developing recommendations for public companies and their<br />

independent auditors, for the US SEC and other regulators, and for educational institutions.<br />

<br />

<br />

10. The Performance Assessment of the Board of Directors<br />

In the Board Meeting No. 3/2008 on March 19, 2008 the Board has conducted self-assessment for the<br />

year <strong>2007</strong> as a group, to assess the effectiveness and efficiency of the Board performance. In overall, the Board<br />

was satisfied with the aggregated diversified knowledge and experiences of the Board members, as well as the<br />

openness and teamwork environment of the Board. However, Board members also recommended more<br />

information to be provided in prior to the meeting, e.g., background information about business plan, working<br />

reports from the sub-committees, etc.<br />

<br />

Chapter 2: Shareholders’ Rights and Equitable Treatment and Roles of the Stakeholders<br />

<br />

<br />

<br />

1. Shareholders’ Rights and equitable treatment<br />

The Board respects the shareholders rights and has duty in protection of the benefit of every shareholder<br />

equitably, in regardless of type of shareholders, i.e., retail, foreign, institutional, or wholesale investor. Every<br />

shareholder shall have below rights and equitability.<br />

• Right in receiving shares certificate, shares transferring, acknowledging the information about operating<br />

performance and business policy, regularly and timely.<br />

• Right in receiving profit sharing, equitably.<br />

• Right in attending the shareholders meeting, expressing opinion, giving recommendation, and being <br />

involved in decision making in significant changes. <br />

• Right in appointing the directors.<br />

<br />

32<br />

<strong>CS</strong> LOXINFO


2. Shareholders’ Meeting<br />

The Company has policy to conduct the shareholders’ meeting to be in compliance with the law, the<br />

Articles of Association and the guideline stipulated by the regulatory bodies. In year <strong>2007</strong>, there was one<br />

shareholders’ meetings, an <strong>Annual</strong> General Meeting (AGM). We regard the convenience of the shareholders in<br />

attending the meeting as the major factor in organizing each meeting. We used the Auditorium, at 9 th Floor of<br />

Shinawatra Tower III on Vibhavadi Rangsit Road, Bangkok, which can serve up to 300 attendees.<br />

In the Shareholders’ meeting, every shareholder has rights and equitable treatment in acknowledging<br />

information by receiving of the notice to the meeting and meeting document by 14 days in prior to the<br />

meeting. The document normally contains necessary information, opinion of the Board, background or rationale<br />

information for each agenda which deem useful for the consideration of the shareholders. <br />

In the notice to the meeting, we always notify the document requiring for meeting registration, as well as<br />

proxy form and instruction together with name list and profile of at least one independent director to be the<br />

agent for the shareholders who cannot attend the meeting. All such the notice and meeting document will<br />

always be published in the Company’s website for not less than 14 days, and in newspaper for 3 consecutive<br />

days in prior to the meeting. The minutes of the meeting shall also be published in the website for the<br />

shareholders’ access by 14 days after the meeting date.<br />

In meeting registration, we use the advanced and reliable registration system to facilitate the shareholders<br />

and quick votes counting. The registration process will also be prepared to be ready at least two hours before<br />

beginning of the meeting.<br />

In <strong>2007</strong> AGM, the Chairman of the Board and the directors have attended the meetings, with the details<br />

on page 29, to answer inquiries might arise. Before beginning of the meeting, the Chairman of the Meetings<br />

explained the voting method for common understanding of the shareholders. The voting results were recorded<br />

in the registration system. We also followed the Article of Associations of the Company by using one share<br />

one vote basis for all agendas. When the Chairman conducted the meetings by agenda, he encouraged the<br />

shareholders to express opinion and inquire the meeting with sufficient timeframe. When there was no more<br />

query in an agenda, the voting results, which the shareholders had voted during the registration process, would<br />

be announced. There was also no case that various unrelated matters were gathered for approval in one agenda item.<br />

<br />

<br />

3. Role of the Stakeholders<br />

The Company is aware of the rights of stakeholders and has policy to ensure the importance of the rights<br />

by the appropriate prioritization of all stakeholders, which are shareholders, employees, executives, customers,<br />

partners, creditors, society, and the public. Cooperation between stakeholders shall be made according to their<br />

roles and responsibilities so that the Company can run smoothly and strongly to fairly benefit all groups of<br />

stakeholders as follow:-<br />

Shareholders : We strive to be a good representative of shareholders in carrying out business to <br />

maximize shareholders satisfaction with regards to the sustainable growth of the value <br />

of the Company in the long run, good and continual return, and the transparent and <br />

reliable information disclosure to the shareholders. <br />

Employees : We concentrate on the employees, the most valuable resource and the critical factor <br />

to the corporate success. Therefore, we attempt developing them for their continual <br />

growth, for building up skills, knowledge, and corporate culture, for their own benefit <br />

in a good working environment. We provide them the trainings both by their own <br />

33<br />

<strong>CS</strong> LOXINFO


Customers<br />

Partners<br />

Creditors<br />

interest for their professional development (Individual Development Plan), and by the value<br />

that we would like to cultivate them.<br />

We pay attention to the staff employment, appointment, transfer, on ethical basis. We <br />

stand on the compliance with the labor law or higher standard. We are also <br />

responsible to make a safety working environment. <br />

: We strive to make our customers confident and satisfy with the top quality services <br />

with continual improvement at appropriate charges. We provide them the undistorted <br />

service information, keep good relationship, and do not disclose their information <br />

without prior permission except for the information shall be disclosed to the public by law.<br />

: We are aware of the importance of partners and regard them as a critical factor in <br />

mutual building up of value to the customers. Therefore, we make relationship with <br />

groups of partner equitably for mutual business interest with no breaching of <br />

reputation, or law. <br />

: We pay attention to the importance of the creditors and strive to keep good <br />

relationship with them on the best interest of the Company. We also hold to the <br />

contract conditions committed with the creditors.<br />

Competitors : We are aware of the benefits from competition toward business management and <br />

continual service quality improvement for the good sake of customers. Therefore, we <br />

have policy to support and promote for the free and fair trade, and have no policy to <br />

compete by means of having their information illegally and immorally.<br />

Society<br />

: We, a Thai company, are aware of and realize in the country, public, and society that <br />

we should also be responsible and support for the activities, especially, to the <br />

children and people in remote area. These days, they need to access to technology <br />

more than in the past. So, we try to provide knowledge along with technology by <br />

avoiding the information may be harmful to the society. <br />

Chapter <br />

3: Information Disclosure and Transparency<br />

The Company values the transparency and sufficient information disclosure by determines as a role and<br />

responsibility of the Board in disclosing accurate, complete, thorough, and timely financial, operational, and<br />

other relevant information for the shareholders and stakeholders to have equal information. The disclosure shall<br />

be made through the communication channels of the SET, SEC, and Company website at www.csloxinfo.com<br />

and the Group website at www.shincorp.com <br />

<br />

<br />

Investor Relations<br />

We have established the Investor Relations Unit as the representative in communicating useful news and<br />

information to the shareholders, investors, securities analysts, and other relevant parties. In <strong>2007</strong>, we met<br />

institutional investors and retail investors for 11 times to promote good understanding to the current situation<br />

and the transparency of the disclosed information, as well as to allow them inquire the matters may be<br />

questionable. The interested person can contact for more information at Tel. 0 2263 8000 ext 5184, or at email<br />

address: ir@csloxinfo.net.<br />

Apart from the disclosure responsibility on financial information and quarterly and yearly operating<br />

performance, which is required by laws, we also arrange press conference immediately on the next working day<br />

34<br />

<strong>CS</strong> LOXINFO


after we disclose the above mentioned information to the SET. This is for the information to reach investors,<br />

interested people, and the public timely and thoroughly. <br />

Moreover, we arranged additional briefing of quarterly and yearly operating performance to the investors,<br />

analysts, and interested people as below details:-<br />

• 1Q<strong>2007</strong> Quarterly Briefing on May 16, <strong>2007</strong><br />

• 2Q<strong>2007</strong> Quarterly Briefing on August 16, <strong>2007</strong><br />

• 3Q<strong>2007</strong> Quarterly Briefing on November 19, <strong>2007</strong><br />

• <strong>2007</strong> <strong>Annual</strong> Briefing on February 26, 2008<br />

<br />

Chapter 4: Internal Control and Risk Management<br />

<br />

<br />

1. Internal Control<br />

The Board is responsible for the Company’s system of internal control to safeguard shareholders’<br />

investment and the Company’s assets. Internal control facilitates the effectiveness and efficiency of operations,<br />

helps ensure the reliability of internal and external reporting, assist compliance with laws and regulations, and<br />

strengthens overall risk management of the environment within which the business operates. To this end, the<br />

Board has empowered the Audit Committee, as part of its charter, to monitor the working of the internal<br />

control system within the Company and report its findings to the Board on a regular basis.<br />

The Audit Committee is assisted by the external and internal auditors in its review and supervision of<br />

internal control operations within the Company. Both the external and internal auditors are independent of<br />

Management. The Internal Audit Office of the Company reports functionally and directly to the Audit<br />

Committee. The annual work plan of the Internal Audit Office forms the basis upon which the systems within<br />

the Company relating to internal control, risk management and corporate governance are reviewed and reported<br />

to the Audit Committee and Board of Directors.<br />

On an annual basis, the Audit Committee evaluates the adequacy and efficient operation of the internal<br />

control system of the Company by reference to the following five factors:-<br />

1. Organization control and environment<br />

2. Risk management<br />

3. Management control activities<br />

4. Information and communication<br />

5. System monitoring<br />

The findings of this evaluation are then reported to the Board. In the Board Meeting No. 2/2008, on<br />

February 20, 2008, based on the report of the Audit Committee, the Board concluded that the Company had<br />

adequate internal control and risk management system that was operating effectively. <br />

<br />

<br />

2. Management Supervision<br />

The Board sets the business direction and objectives of the Company, and approves the business plan<br />

developed by the Management to fulfill the goals of the Company. Management performance is reviewed on an<br />

ongoing basis through achievements of the business plan and budget, and other financial and operational reports<br />

submitted to the Board. Management performance is evaluated annually in the determination of compensation<br />

rewards.<br />

35<br />

<strong>CS</strong> LOXINFO


3. Risk Management<br />

The Company has a policy to manage all risks which may have an impact on the Company, to ensure<br />

that the Company operates within an appropriate and acceptable risk level. <br />

The Chairman of the EXCOM has appointed a Risk Management Committee (RMC), comprising of the<br />

MD as the Chairman, and the heads of major departments as the committee members. The Office of Internal<br />

Audit acts as the secretary to the committee to ensure risks are properly assessed and the appropriate measures<br />

are taken to manage them. The RMC determines the risk level of each risk factor identified and monitors <br />

the high risk areas closely. The RMC also monitors market trends to identify market related risks that need <br />

to be addressed.<br />

Previously, the Office of Internal Audit updated the AC the risk management on a quarterly basis and the<br />

Board on an annual basis, including proposals to revise the Risk Management Policy. In the Board meeting<br />

No. 3/2008 on March 19, 2008 the Board approved increasing number of reporting of risk management<br />

effectiveness to the Board from annually to quarterly.<br />

Chapter <br />

5: Code of Conduct<br />

The Company agreed having corporate Code of Conduct as a part of the CG policy to be the guideline<br />

and good practice for the directors, management, and staff to hold and strictly practice the established Code of<br />

Conduct. The Code of Conduct covers the following major topics. <br />

<br />

<br />

1. Business Competition<br />

The Company has a policy of free and fair competition, not bind the distributors to solely sell the<br />

products of the Company. The Company shall not acquire information on its competitors by any illegal or<br />

unethical methods. <br />

<br />

<br />

2. Conflicts of interest<br />

In the case that the directors, management, and staff face the situation that their personal interests may<br />

conflict with the interest of the Company, the Code of Conduct discusses below major issues for being the<br />

guideline for consideration.<br />

• The prohibition of personally receiving and offering of money or other benefit to the customer, partner,<br />

and anybody they are dealing with on behalf of the Company. Receiving of gifts or business <br />

entertainment should be avoided where the value of gifts or nature of the entertainment deem <br />

inappropriate or far greater than for normal business relationship.<br />

• The directors, management, and staff members at all levels shall not engage in any other business that <br />

affects their performance, duties and working hours in the Company. A director or an executive, under <br />

the definition of the SEC, shall report his(her) business involvement with the Company to his(her) <br />

direct supervisor, whether it is his(her) direct business, his(her) family, or other legal entity, by using <br />

the specific Company’s form, as soon as his(her) firstly joining with the Company, immediately after <br />

entering into such business, and on a yearly basis. The completed form shall be secured at an <br />

appropriate Department. Every member of the Company is prohibited from participating in any other <br />

business which is in competition with the companies in the Group, regardless of whether the <br />

management or the staff directly or indirectly benefit from that business. <br />

36<br />

<strong>CS</strong> LOXINFO


• The holding of director position in a company outside the Group shall not infringe on relevant laws <br />

and regulations. Approval by the authorized person shall be obtained in advance, except for being a <br />

director in a non profit organization.<br />

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

Constitution of Thailand. However, they could not claim the status of being a Company employee for <br />

the purpose of political activities, or to mislead that the Company is support or in favour of a political <br />

party. The Company has the policy of politics neutrality. The directors, executives and staff shall resign <br />

if they would like to accept a political related position, or stands for both regional and national <br />

election.<br />

• In the case of connected or related parties transactions within the Group, the rules and procedures of <br />

granting approval shall be conformed by upholding the best interests of the Company as if dealing with <br />

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

person is the director or Managing Director, the guideline regarding approval making is available in <br />

clause no. 4 and 5 of chapter 1. For the smaller scale of transactions, the Office of Internal Audit will <br />

regularly review for the appropriateness of the price and conditions of the transactions. Overall <br />

connected and related parties transactions will also be reported by company and type of the transactions <br />

to the AC on quarterly basis, for their consideration that the transactions are of normal business <br />

transactions similar to those transacted with external parties.<br />

We also pay strong attention to the process of entering into the connected or related parties transactions<br />

and the information disclosure according to the relevant rules and regulations of the SET and Thai accounting<br />

standard because it is the matter should be easily sensitive to the shareholders especially the minority ones.<br />

<br />

3. Use of inside information, trading of the Group’s securities, and distribution of information or <br />

interview to the press or the public <br />

The corporate Code of Conduct specified that the directors, management, and staff, at all levels, shall not<br />

use significant inside information of the Group, and has not yet been disclosed to the public, for their own or<br />

others’ interests.<br />

Although investment and trading in the Group’s securities is the individual’s right and freedom, the Code<br />

of Conduct requires the directors, management, and staff to avoid or suspend trading of the Group’s securities<br />

for a period of one month in prior to the disclosure of all financial statements to the public, in order to prevent<br />

the conflict of interest.<br />

In addition, for compliance with the clause No. 59 of the Securities and Exchange Act, B.E. 2535, the<br />

Company requires the directors and management, including their spouse and minor child to report the securities<br />

holding and changes by the form and on the time specified by the regulation. <strong>Report</strong>ing to the Board for<br />

acknowledgement was also made on quarterly basis.<br />

The distribution of any information relating to the Company shall be made only by the person having<br />

direct responsibility, or being specifically assigned, on the basis of fact, correctness, and prudence.<br />

37<br />

<strong>CS</strong> LOXINFO


Directors and Management Team<br />

<br />

<br />

Prof. Wongkulpat Snidvongs na Ayudyha, M.D.<br />

<br />

Age 67<br />

Title<br />

Independent Director and Chairman of the Board<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Doctorate Degree FRCOG:D.Obst.RCOG (UK):MB.BS (London) MR<strong>CS</strong>.LRCP(England)<br />

Governance Training of IOD DCP: Directors Certification Program Class 89/<strong>2007</strong> <br />

Experience Present Consultant Obstetrician and Gynecologist in private practice<br />

Honorary Consul of Republic of Lithuania in Thailand<br />

Illegal Record in past 10 years<br />

Mr. Prathueng Srirodbang<br />

<br />

Committee Member, Development Cooperation Foundation<br />

<strong>2007</strong> - Present Independent Director and Chairman of the Board, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

1997 - Present Member of the Council, Thai Red Cross<br />

1994 - Present Member of Red Cross Properties Management Committee<br />

1992 - 2000 Director of Central Bureau, Thai Red Cross<br />

1991 - 1997 Professor in Obstetrics and Gynecology<br />

1972 - 1991 Lecturer, Assistant Professor and Associate Professor at Department<br />

<br />

None<br />

of Ob. Gyn. Faculty of Medicine, Chulalongkorn University<br />

Age 69<br />

Title<br />

Independent Director and Chairman of the Audit Committee<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Mini MBA, Thammasat University<br />

Barrister-at-law The Thai Bar<br />

Bachelor Degree in Laws, Thammasat University<br />

Governance Training of IOD DAP: Directors Accreditation Program Class 11/2004<br />

Experience 2003 - Present Independent Director and Chairman of the Audit Committee,<br />

<strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

1998 - Present Director, National Insurance Co., Ltd.<br />

1999 - 2002 Chairman of the Audit Committee, Chumporn Palm Oil Industry Plc.<br />

1994 - 1998 Deputy Permanent Secretary, Ministry of Commerce<br />

Illegal Record in past 10 years<br />

None<br />

Mr. Gan Hui Beng<br />

Age 57<br />

Title<br />

Independent Director and Member of the Audit Committee<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Bachelor Degree in Economics, University of Wales Institute of Science and<br />

Technology, U.K.<br />

Governance Training of IOD DCP: Directors Certification Program Class 47/2004<br />

Experience 2003 - Present Independent Director and Member of the Audit Committee,<br />

<strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

2006 - 2006 Deputy President Director, Bank Buana Indonesia<br />

2000 - 2005 Managing Director and Chief Executive Officer, UOB Radanasin Bank Plc.<br />

1987 - 1999 Vice President, Citibank N.A.<br />

Illegal Record in past 10 years<br />

None<br />

* Includes holdings by spouse and minor children as of December 31, <strong>2007</strong>.<br />

38<br />

<strong>CS</strong> LOXINFO


<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited<br />

Dr. Sillapaporn Srijunpetch<br />

<br />

<br />

Age 44<br />

Title<br />

Independent Director and Member of the Audit Committee<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Doctorate Degree in Accounting, Manchester Business School,<br />

University of Manchester, England<br />

Governance Training of IOD DAP: Directors Accreditation Program Class 51/2006<br />

Experience 2005 - Present Independent Director and Member of the Audit Committee, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

1997 - Present Lecturer of Master of Accounting Profession, Faculty of Commerce<br />

and Accountancy, Thammasat University<br />

2004 - 2006 Director of Master of Accounting Profession,<br />

Faculty of Commerce and Accountancy, Thammasat University<br />

1995 - 1997 Director and Group Financial Controller, Jardine Matheson<br />

(Thailand) Limited<br />

1986 - 1995 Senior Manager, PriceWaterhouseCoopers ABAS Limited<br />

Illegal Record in past 10 years<br />

None<br />

Mr. Viroj Tocharoenvanith<br />

Age 43<br />

Title<br />

Director<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Master Degree in Computer Engineering, Asian Institute of Technology<br />

Governance Training of IOD ACP: Audit Committee Program Class 13/2006<br />

DCP: Directors Certification Program Class 59/2005<br />

FN: Finance for Non-Finance Director Class 18/2005<br />

Experience 2006 - Present Director, C&C International Venture Co., Ltd.<br />

Executive Vice President, CAT Telecom Plc.<br />

2005 - Present Director, Thai - Amadeus South East Asia Co., Ltd.<br />

2004 - Present Director, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

2004 - 2006 Vice President (Class 10), Other Business Partners Department,<br />

CAT Telecom Plc.<br />

1999 - 2004 Director (Class 9), Telecom Business Development Department,<br />

CAT Telecom Plc.<br />

1996 - 1998 Senior Manager (Class 8), The Communications Authority of Thailand<br />

1985 - 1996 Engineer (Class 3), The Communications Authority of Thailand<br />

Illegal Record in past 10 years<br />

None<br />

* Includes holdings by spouse and minor children as of December 31, <strong>2007</strong>.<br />

39<br />

<strong>CS</strong> LOXINFO


Mr. Mark Chong Chin Kok<br />

<br />

Age 44<br />

Title<br />

Director and Member of the Executive Committee<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Master Degree in Business Administration, National University of Singapore<br />

Master Degree in Research in Electronics System, ENSERG, INPG, Grenoble France<br />

Governance Training of IOD DAP: Directors Accreditation Program Class 57/2006<br />

Experience 2008 - Present Executive Vice President (Networks), Singapore Telecommunications Ltd.<br />

2003 - Present Director and Member of the Executive Committee, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

2006 - <strong>2007</strong> Vice President (Global Accounts), Singapore Telecommunications Ltd.<br />

2001 - 2006 Chief Executive Officer, SingTel Global Office, Singapore<br />

Telecommunication Ltd.<br />

1999 - 2001 Managing Director, Shinwatra Paging / Advanced Paging<br />

1997 - 1999 General Manager (Paging) / GM (Technology),<br />

Singapore Telecommunication Ltd.<br />

1994 - 1997 Director (Sea, Air & Communications) Ministry of Communications<br />

1990 - 1994 Head of Department, Ministry of Defence<br />

Illegal Record in past 10 years<br />

Dr. Dumrong Kasemset<br />

None<br />

Age 53<br />

Title<br />

Director and Chairman of the Executive Committee<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Doctorate Degree in Electrical Engineering, Massachusetts Institute of Technology, USA<br />

Governance Training of IOD DAP: Directors Accreditation Program Class 2/2003<br />

Experience 2004 - Present Director and Chairman of the Executive Committee, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

2000 - Present Member of the Executive Committee, Advanced Info Service Plc.<br />

<br />

Member of the Executive Committee, Shin Corporation Plc.<br />

1999 - Present Director and Member of the Executive Committee, Shin Satellite Plc.<br />

1997 - Present Chairman of the Executive Committee, Satellite and<br />

International Business, Shin Corporation Plc.<br />

2004 - <strong>2007</strong> Director and Member of the Executive Committee, ITV Plc.<br />

1994 - 2000 President, Shinawatra Satellite Plc.<br />

1995 - 1997 Vice Chairman of the Executive Committee, Policy, Shinawatra Group<br />

1993 - 1994 Executive Vice President, IBC Cable TV<br />

1991 - 1992 Group General Manager, IBC Cable TV<br />

Senior Manager - Business Development, Shinawatra Group<br />

1989 - 1991 Program Manager Integrated Optoelectronics, GE Aerospace,<br />

New York, USA<br />

1986 - 1989 Manager, Ga As IC Materials, Microwave Semiconductor Co., Ltd.,<br />

Siemens Group, New Jersey, USA<br />

Illegal Record in past 10 years<br />

None<br />

* Includes holdings by spouse and minor children as of December 31, <strong>2007</strong>.<br />

40<br />

<strong>CS</strong> LOXINFO


Mr. Yongsit Rojsrivichaikul<br />

<br />

<br />

Age 43<br />

Title<br />

Director and Member of the Executive Committee<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Master Degree in Business Administration, California State University, USA<br />

Governance Training of IOD DCP: Directors Certification Program Class 89/<strong>2007</strong><br />

Experience <strong>2007</strong> - Present Director and Member of the Executive Committee, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

2004 - Present Executive Vice President - Marketing & Sales, Shin Satellite Plc.<br />

1991 - 2004 Vice President - Marketing, Shin Satellite Plc.<br />

Vice President - Marketing & Sales, Shin Satellite Plc.<br />

Vice President - International Sales, Shin Satellite Plc.<br />

Assistant Vice President - Marketing and Sales, Shin Satellite Plc.<br />

Assistant Vice President - International Sales, Shin Satellite Plc.<br />

Marketing and Sales - Manager, Shin Satellite Plc.<br />

Business Development - Manager, Shin Satellite Plc.<br />

Illegal Record in past 10 years<br />

None<br />

Mr. Tanadit Charoenchan<br />

Age 40<br />

Title<br />

Director and Member of the Executive Committee<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Master Degree in Business Administration, Sloan School of Management,<br />

Massachusetts Institute of Technology, USA<br />

Master Degree in Science (Computer), Chulalongkorn University<br />

Governance Training of IOD DAP: Directors Accreditation Program Class 66/<strong>2007</strong><br />

Experience Feb 2008 - Present Executive Vice President - Finance and Accounting, Shin Satellite Plc.<br />

<strong>2007</strong> - Present Director and Member of the Executive Committee, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

2004 - Jan 2008 Acting General Manager, Shin Broadband Internet (Thailand) Co., Ltd.<br />

2002 - Jan 2008 Vice President - Finance and Accounting, Shin Satellite Plc.<br />

2000 - 2001 Assistant Vice President - Finance and Accounting, Shin Satellite Plc.<br />

1995 - 1999 Department Manager- Finance and Accounting, Shin Satellite Plc.<br />

1992 - 1995 Accounting Manager, IBC Plc.<br />

1989 - 1992 Senior Auditor, SGV Na-Thalang & Co., Ltd.<br />

Illegal Record in past 10 years<br />

None<br />

Mr. Anant Kaewruamvongs<br />

Age 46<br />

Title<br />

Managing Director<br />

Shareholding* 0.045%<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Master Degree in Management, SASIN Graduate Institute of Business<br />

Administration of Chulalongkorn University<br />

Governance Training of IOD DCP: Directors Certification Program Class 66/2005<br />

DAP: Directors Accreditation Program Class 45/2005<br />

Experience 2005 - Present Managing Director, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

Feb <strong>2007</strong>-Mar <strong>2007</strong> Director and Member of the Executive Committee, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

1999 - 2005 Deputy Manager, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

1997 - 1999 General Manager, <strong>CS</strong> Satellite Phone Co., Ltd.<br />

1995 - 1997 General Manager, Lao Telecommunications Co., Ltd.<br />

1993 - 1995 Business Development Manager, Internation Broadcasting Corporation<br />

Illegal Record in past 10 years<br />

None<br />

* Includes holdings by spouse and minor children as of December 31, <strong>2007</strong>.<br />

41<br />

<strong>CS</strong> LOXINFO


Mr. Anuwat Sanguansappayakorn<br />

<br />

Age 42<br />

Title<br />

Chief Finance Officer<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Master Degree in Accounting, Chulalongkorn University<br />

Governance Training of IOD DCP: Directors Certification Program Class 88/<strong>2007</strong><br />

Experience 1998 - Present Chief Finance Officer, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

1997 - 1997 Planing Manager, Thai Capital Final Finance & Securities Co., Ltd.<br />

1996 - 1997 Manager, Krung Thai Finance & Securities Co., Ltd.<br />

1994 - 1996 Accounting Manager, Multi Credit Corporation of Thai<br />

1988 - 1993 Senior Auditor, Deloitte Touch Thomatsu Jaiyos<br />

Illegal Record in past 10 years<br />

None<br />

Mrs. Aksara Assavapokee<br />

Age 58<br />

Title<br />

Senior Director - Finance & Accounting<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Bachelor Degree in Accounting, Chiangmai University<br />

Governance Training of IOD<br />

None<br />

Experience 2001 - Present Senior Director - Finance & Accounting, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

1998 - Present Director, T.A.S. Co., Ltd.<br />

1998 - 2000 Manager, A.C.N. Center Co., Ltd.<br />

1995 - 1997 Manager, T.A.S. Co., Ltd.<br />

1981 - 1994 Accounting Manager, Kodak (Thailand) Co., Ltd.<br />

1973 - 1980 Auditor, Cooper & Lybun Co., Ltd.<br />

Illegal Record in past 10 years<br />

None<br />

Dr. Somchai Kittichaikoolkit<br />

Age 41<br />

Title<br />

Director - Marketing<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Doctorate Degree in Electronic Engineering, Tohoku University, Japan<br />

Governance Training of IOD<br />

None<br />

Experience 1999 - Present Director - Marketing, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

1997 - 1998 IT Specialist, Shinawatra Information Technology Co., Ltd.<br />

1994 - 1996 Marketing Manager, Shinawatra Computer and Communications Co., Ltd.<br />

Illegal Record in past 10 years<br />

None<br />

* Includes holdings by spouse and minor children as of December 31, <strong>2007</strong>.<br />

42<br />

<strong>CS</strong> LOXINFO


Mr. Pinyo Po-ngern<br />

<br />

Age 42<br />

Title<br />

Director -Information System<br />

Shareholding* 0.001%<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Master of Science (Applied Statistics and Information Technology),<br />

National Institute of Development Administration<br />

Governance Training of IOD<br />

None<br />

Experience 2006 - Present Director - Information System, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

2004 - 2006 Assistant Director - Information System, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

2000 - 2004 Assistant vice President- Software System, Loxley<br />

Information Services Co., Ltd.<br />

1997 - 2000 IT Manager, Mahaphant Fibre - Cement Plc.<br />

1992 - 1997 Assistant Managing Director, Data Products Systems Co., Ltd.<br />

Illegal Record in past 10 years<br />

None<br />

Mr. Pote Punsiripote<br />

Age 45<br />

Title<br />

Director - Sales<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Master Degree in Business Administration (Marketing), Cleveland State University,<br />

USA<br />

Governance Training of IOD<br />

None<br />

Experience 2006 - Present Director - Sales, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

2005 - 2006 Sales Director, Asiasoft Corporation Co., Ltd.<br />

2004 - 2005 Sales Promotion Manager, Niyompanit Co., Ltd. (Chiang Mai)<br />

2003 - 2004 Bangkok Sales Manager, Whirlpool (Thailand) Co., Ltd.<br />

Product Manager, Whirlpool (Thailand) Co., Ltd.<br />

Illegal Record in past 10 years<br />

None<br />

Mrs. Suwanund Jatesawangsri<br />

Age 42<br />

Title<br />

Director - Customer Support<br />

Shareholding* 0.005%<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Master Degree in Business Administration, University of the Thai Chamber of Commerce<br />

Governance Training of IOD<br />

None<br />

Experience 2006 - Present Director-Customer Support, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

2003 - 2006 Assistant Director- Sales, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

1996 - Present Assistant Director - Sales, Loxley Information Services Co., Ltd.<br />

Illegal Record in past 10 years<br />

None<br />

* Includes holdings by spouse and minor children as of December 31, <strong>2007</strong>.<br />

43<br />

<strong>CS</strong> LOXINFO


Mr. Kiat Intarasuriyawong<br />

<br />

Age 37<br />

Title<br />

Director - Technical and Operations<br />

Shareholding* 0.003%<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Bachelor Degree in Electronic Engineering, King Mongkut’s Institute of<br />

Technology Ladkrabang<br />

Governance Training of IOD<br />

None<br />

Experience <strong>2007</strong> - Present Director - Technical and Operation, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

2003 - <strong>2007</strong> Acting Director - Technical and Operation, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

1992 - 2003 Assistant Vice President, Loxley Information and Services Co., Ltd.<br />

1991 - 1992 Computer Engineer, Linestel Co., Ltd.<br />

1990 - 1991 Computer Engineer, Thai Technologies and Computer Co., Ltd.<br />

Illegal Record in past 10 years<br />

None<br />

Mrs. Suwanna Janesawatpong<br />

Age 39<br />

Title<br />

Director-Internal Audit<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Master Degree, Master of Business Administration (Finance), Chulalongkorn University<br />

Governance Training of IOD<br />

None<br />

Experience 2003 - Present Head of Internal Audit, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

2001 - 2003 Internal Audit Specialist, Shin Satellite Plc.<br />

1997 - 2001 Internal Audit, Securicor (Thailand) Ltd.<br />

1994 - 1997 Treasury Manager, Metropolis Trust and Securities Plc.<br />

1990 - 1992 Senior Marketing Officer, Nation Multimedia Plc.<br />

Illegal Record in past 10 years<br />

None<br />

Mr. Kamonmit Vudhijumnonk<br />

Age 56<br />

Title<br />

Secretary to the Board of Directors<br />

Shareholding*<br />

None<br />

Relationship with Management<br />

None<br />

Highest Education<br />

Master Degree in Laws (LL.M), University of London<br />

Master Degree in Laws (LL.M), Magna Cum Laude, University of Brussels<br />

Governance Training of IOD<br />

None<br />

Experience 2004 - Present Secretary to the Board of Directors, <strong>CS</strong> <strong>LoxInfo</strong> Plc.<br />

2002 - Present Vice President - Legal, Shin Satellite Plc.<br />

1999 - 2001 Assistant Vice President - Legal, Shin Satellite Plc.<br />

1995 - 1998 Assistant Vice President - Legal, Shinawatra Computer & Communication Plc.<br />

1994 - 1995 Lawyer, Couderts Brothers, Bangkok Office<br />

1993 - 1994 Lawyer, Baker & McKenzie, Bangkok Office<br />

1978 - 1993 Legal Officer, Office of the Juridical Council Association<br />

(Office of the Council of State)<br />

Illegal Record in past 10 years<br />

None<br />

* Includes holdings by spouse and minor children as of December 31, <strong>2007</strong>.<br />

44<br />

<strong>CS</strong> LOXINFO


Directors’ Shareholding in the Company <br />

and its Subsidiaries of the Year <strong>2007</strong><br />

<br />

<br />

Name<br />

Position<br />

Prof. Wongkulpat Snidvongs Chairman of the Board <br />

na Ayudyha, M.D.* of Directors<br />

Dr. Dumrong Kasemset Director<br />

Mr. Pratheung Srirodbang<br />

Mr. Gan Hui Beng<br />

Dr. Sillapaporn Srijunpetch<br />

Mr. Viroj Tocharoenvanith Director <br />

Mr. Mark Chong Chin Kok Director<br />

Mr. Yongsit Rojsrivichaikul Director<br />

Mr. Tanadit Charoenchan Director<br />

<br />

<br />

Chairman of the Audit Committee<br />

Member of the Audit Committee<br />

Member of the Audit Committee<br />

<br />

<br />

<br />

<br />

<strong>CS</strong> <strong>LoxInfo</strong><br />

Plc.<br />

Ordinary<br />

Shares<br />

<strong>2007</strong> 2006<br />

-<br />

<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

<br />

-<br />

<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

<br />

Teleinfo <br />

Media Plc.<br />

Ordinary<br />

Shares<br />

Loxley<br />

Information<br />

Services <br />

Co., Ltd.<br />

Ordinary<br />

Shares<br />

AD Venture<br />

Co., Ltd. <br />

Ordinary<br />

Shares<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006 <br />

<br />

Watta<br />

Hunsa Dot Com Sodamag Corp Shineedotcom Classifieds <br />

Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. <br />

Name<br />

Position<br />

Ordinary Ordinary Ordinary Ordinary<br />

Shares Shares Shares Shares<br />

<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006 <br />

<br />

Prof. Wongkulpat Snidvongs Chairman of the Board - - - - - - - -<br />

na Ayudyha, M.D.* of Directors<br />

<br />

Dr. Dumrong Kasemset Director<br />

- - - - - - - -<br />

Mr. Pratheung Srirodbang Chairman of the Audit Committee - - - - - - - -<br />

Mr. Gan Hui Beng Member of the Audit Committee - - - - - - - -<br />

Dr. Sillapaporn Srijunpetch Member of the Audit Committee - - - - - - - -<br />

Mr. Viroj Tocharoenvanith Director <br />

- - - - - - - -<br />

Mr. Mark Chong Chin Kok Director<br />

- - - - - - - -<br />

Mr. Yongsit Rojsrivichaikul Director<br />

- - - - - - - -<br />

Mr. Tanadit Charoenchan Director<br />

- - - - - - - -<br />

As at December 31, <strong>2007</strong>, the number of ordinary shares includes holding by spouse and children age under 20. <br />

* Being appointed by the AGM No.1/<strong>2007</strong> on April 23, <strong>2007</strong> as the Director and Chairman of the Board.<br />

-<br />

<br />

1<br />

-<br />

-<br />

-<br />

-<br />

1<br />

-<br />

1<br />

<br />

-<br />

<br />

1<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

1<br />

<br />

-<br />

<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

<br />

-<br />

<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

<br />

-<br />

<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

<br />

-<br />

<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

-<br />

<br />

45<br />

<strong>CS</strong> LOXINFO


Wherever you go...<br />

fill your calls with pleasure.<br />

46<br />

<strong>CS</strong> LOXINFO


International<br />

Roaming<br />

47<br />

<strong>CS</strong> LOXINFO


Investment Structure of Shin Group<br />

1), 2)<br />

Shin Corporation Plc.<br />

Advanced Info Service Plc. 2)<br />

42.71%<br />

Digital Phone Co., Ltd.<br />

98.55%<br />

Wireless Device Supply Co., Ltd.<br />

99.99%<br />

Advanced Datanetwork<br />

Communications Co., Ltd. <br />

51.00%<br />

Advanced Contact Center Co., Ltd.<br />

99.99%<br />

Advanced MPay Co., Ltd. <br />

99.99%<br />

Advanced Magic Card Co., Ltd.<br />

99.99%<br />

AIN GlobalComm Co., Ltd. <br />

99.99%<br />

Super Broadband Network Co., Ltd.<br />

99.93%<br />

Data Network Solutions Co., Ltd. <br />

49.00%<br />

Advanced Wireless Network Co., Ltd.<br />

99.93%<br />

Mobile from Advance Co., Ltd.<br />

99.99%<br />

Shin Satellite Plc. 2)<br />

41.28%<br />

<br />

Shin Broadband Internet <br />

(Thailandv) Co., Ltd. <br />

99.99%<br />

<strong>CS</strong> <strong>LoxInfo</strong> Plc. 2) <br />

39.89%<br />

Teleinfo Media Plc. <br />

99.99%<br />

Loxley Information <br />

Services Co., Ltd. <br />

99.86%<br />

AD Venture Co., Ltd. 1)<br />

99.99%<br />

Shineedotcom Co., Ltd. <br />

99.99%<br />

Hunsa Dot Com Co., Ltd. <br />

99.99%<br />

Sodamag Corp Co., Ltd. <br />

99.99%<br />

Watta Classifieds Co., Ltd. <br />

60.00%<br />

NTU (Thailand) Co., Ltd. <br />

71.85%<br />

Shenington Investments Pte Ltd.<br />

1)<br />

<br />

51.00%<br />

<br />

<br />

<br />

<br />

<br />

Cambodia Shinawatra Co., Ltd.<br />

100%<br />

Lao Telecommunications Co., Ltd.<br />

49.00%<br />

<br />

<br />

<br />

IPSTAR Co., Ltd. <br />

99.14%<br />

IPSTAR Australia Pty Ltd.<br />

100%<br />

IPSTAR New Zealand Ltd.<br />

100%<br />

IPSTAR DO BRASIL 3) <br />

100%<br />

Star Nucleus Co., Ltd. <br />

70.00%<br />

Spacecode LLC <br />

70.00%<br />

IPSTAR International Pte. Ltd.<br />

100%<br />

IPSTAR Global Services Ltd.<br />

100%<br />

48<br />

<strong>CS</strong> LOXINFO


As of February 4, 2008<br />

ITV Plc. 2) <br />

52.92%<br />

Artware Media Co., Ltd. <br />

99.99%<br />

Media Connex Co., Ltd. <br />

60.00%<br />

<br />

I.T. Applications and Services Co., Ltd.<br />

99.99%<br />

Payment Solution Co., Ltd. <br />

99.99%<br />

Matchbox Co., Ltd. <br />

99.96%<br />

1) Holding Company<br />

2) Listed Company on the Stock Exchange of Thailand<br />

3) On process of set up and register the Company<br />

<br />

Remark • Data Line Thai Co., Ltd., which is a subsidiary of Advance Info Service PLC, registered of its cessation with the MOC<br />

on November 29, <strong>2007</strong>, currently on process of liquidation.<br />

• Com Chat Co., Ltd., Idea Maker Co., Ltd. and Decode Co., Ltd. which are subsidiaries of Watta Classifieds Co., Ltd.,<br />

registered of its cessation with the MOC on November 30, <strong>2007</strong>, currently on process of liquidation.<br />

49<br />

<strong>CS</strong> LOXINFO


Major Shareholders<br />

The first top 10 shareholders on the closing<br />

<br />

The first top 10 shareholders on the closing date of the registration book as of August 24, <strong>2007</strong> are as follows:-<br />

No. Name No. of Shares Percentage of Investment<br />

1 SHIN BROADBAND INTERNET (THAILAND) <br />

COMPANY LIMITED 250,099,990 39.90<br />

2 SINGAPORE TELECOMMUNICATION LIMITED 84,057,030 13.41<br />

3 PHATRA SECURITIES PUBLIC COMPANY LIMITED 48,561,500 7.75<br />

4 POINT ASIA DOT COM (THAILAND) COMPANY LIMITED 29,727,710 4.74<br />

5 THAI NVDR COMPANY LIMITED 29,465,800 4.70<br />

6 UBS SECRITIES LLC-HFS CUSTOMER SEGREGATED <br />

ACCOUNT 26,055,200 4.16<br />

7 CITIGROUP GLOBAL MARKETS LIMITED-IPB <br />

CUSTOMER COLLATERAL ACCOUNT 13,434,900 2.14<br />

8 HSBC (SINGAPORE) NOMINEES PTE LIMITED 11,080,900 1.77<br />

9 NORTRUST NOMINEES LIMITED 8,208,200 1.31<br />

10 GERLACH & CO.-CHARLES SCHWAB FBO CUSTOMERS 5,426,700 0.87<br />

Total 506,117,930 80.75<br />

Source: Major Shareholders as of August 24, <strong>2007</strong> prepared by Thailand Securities Depository Co., Ltd. The investors can find <br />

for more information in website: www.set.or.th before <strong>Annual</strong> General Shareholders Meeting for the year 2008 date.<br />

• The major shareholders whose behaviors have had a significant influence on the operational policies or<br />

<br />

management of the company.<br />

<br />

Shin Broadband Internet (Thailand) Limited held by Shin Satellite Public Company Limited in the amount<br />

<br />

of 94,728,493 shares, or 99.99 percent of the paid-up capital. MR. SURIN UPATKOON<br />

68.00%<br />

At the present, Shin Corporation Public Company Limited is a major <br />

CYPRESS<br />

shareholder of Shin Satellite Public Company Limited. The structure of <br />

(Temasek Holdings)<br />

29.90%<br />

shareholding is as follows:-<br />

MR. PONG SARASIN <br />

1.27%<br />

<br />

CYPRESS <br />

(Temasek Holdings)<br />

48.99%<br />

<br />

SIAM COMMERCIAL BANK <br />

5.78%<br />

KULARB KAEW <br />

45.22%<br />

MR. SUPHADEJ POONPIPAT<br />

0.82%<br />

ASPEN<br />

(Temasek Holdings)<br />

41.73%<br />

CEDAR <br />

54.50%<br />

SHIN<br />

50<br />

<strong>CS</strong> LOXINFO


General Information of the <br />

Company and Subsidiaries<br />

<br />

<br />

General Information <br />

of the Company<br />

General Information <br />

of Subsidiaries<br />

<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited (<strong>CS</strong>L)<br />

<br />

Nature of Business<br />

Internet data center services, Internet access <br />

and satellite uplink-downlink Service for <br />

domestic and international communications <br />

Head Office<br />

414 Phaholyothin Road, Samsennai, <br />

Phayathai, Bangkok 10400<br />

Branch Office<br />

971, 973 President Tower, 11 th Floor, <br />

Ploenchit Road, Lumpini, Pathumwan,<br />

Bangkok, 10330 <br />

Registration No. 0107546000377<br />

Telephone<br />

0 2263 8000<br />

Fax<br />

0 2263 8132<br />

Website<br />

www.csloxinfo.com<br />

Registered Capital 660,849,474 shares<br />

Par Value<br />

Baht 1 <br />

Paid-up Capital Baht 626,899,344 <br />

<br />

<br />

<br />

<br />

Teleinfo Media Public Company Limited (TMC)<br />

<br />

Nature of Business<br />

Head Office<br />

Branch Office 1<br />

Branch Office 2<br />

Registration No.<br />

Telephone<br />

Fax<br />

Website<br />

Registered Capital<br />

Par Value<br />

Paid-up Capital<br />

Percent of Investment of <strong>CS</strong>L 99.99% <br />

<br />

Publishing telephone directories and<br />

advertising<br />

414 Phaholyothin Road, Samsennai,<br />

Phayathai, Bangkok 10400<br />

273 Soi Sang U-thai, 50 Sukkhumvit<br />

Road, Phakhanong, Klongtoey, Bangkok<br />

25 th - 28 th Floor, Vanit Bldg. 2, 1126/2 <br />

New Phetchaburi Road, Makkasan,<br />

Ratchathewi, Bangkok 10400 <br />

0107548000609<br />

0 2262 8888<br />

0 2262 8899<br />

www.teleinfomedia.net<br />

17,353,400 shares<br />

Baht 10 <br />

Baht 173,534,000<br />

51<br />

<strong>CS</strong> LOXINFO


General Information <br />

of Subsidiaries<br />

<br />

Loxley Information Services Company Limited (LoxServe)<br />

<br />

Nature of Business Providing internet services<br />

Head Office 414 Phaholyothin Road, Samsennai, <br />

Phayathai, Bangkok 10400<br />

Branch Office<br />

971, 973 President Tower, 12 th Floor,<br />

Ploenchit Road, Lumpini, Pathumwan,<br />

Bangkok 10330 <br />

Registration No. 0105539021702<br />

Telephone<br />

0 2263 8000<br />

Fax<br />

0 2263 8102<br />

Registered Capital 26,010,000 shares<br />

Par Value<br />

Baht 10 <br />

Paid-up Capital Baht 260,100,000 <br />

Percent of Investment of <strong>CS</strong>L 99.86% <br />

<br />

<br />

AD Venture Company Limited (ADV)<br />

<br />

Nature of Business ADV derives all of its profits from the <br />

operational performance of SHINEE <br />

Head Office<br />

414 Phaholyothin Road, Samsennai, <br />

Phayathai, Bangkok 10400<br />

Branch Office<br />

Room 2101, 2104, 21 st Floor, 1126/2 <br />

Vanit Bldg. 2, New Phetchaburi Road,<br />

Makkasan, Ratchathewi, Bangkok 10400<br />

Registration No. 0105542060659<br />

Telephone<br />

0 2207 6800<br />

Fax<br />

0 2207 6899<br />

Registered Capital 17,197,000 shares<br />

Par Value<br />

Baht 10 <br />

Paid-up Capital Baht 171,970,000 <br />

Percent of Investment of <strong>CS</strong>L 99.99%<br />

<br />

52<br />

<strong>CS</strong> LOXINFO


General Information <br />

of Subsidiaries<br />

<br />

Shineedotcom Company Limited (SHINEE)<br />

<br />

Nature of Business Provider of mobile contents, community<br />

portal services, and other internet <br />

related businesses<br />

Head Office<br />

414 Phaholyothin Road, Samsennai,<br />

Phayathai, Bangkok 10400<br />

Branch Office<br />

Room 2101, 2104, 21 st Floor, 1126/2 <br />

Vanit Bldg. 2, New Phetchaburi Road,<br />

Makkasan, Ratchathewi, Bangkok 10400<br />

Registration No.<br />

0105542083071<br />

Telephone<br />

0 2207 6800<br />

Fax<br />

0 2207 6899<br />

Website<br />

www.shinee.com<br />

Registered Capital 8,000,000 shares<br />

Par Value<br />

Baht 10 <br />

Paid-up Capital Baht 80,000,000 <br />

Percent of Investment of ADV 99.99%<br />

<br />

<br />

Hunsa Dot Com Company Limited (HUNSA)<br />

Nature of Business Provider of mobile contents, community <br />

portal services, and other internet related<br />

businesses<br />

Head Office<br />

414 Phaholyothin Road, Samsennai, <br />

Phayathai, Bangkok 10400<br />

Branch Office<br />

Room 2101, 2104, 21 st Floor, 1126/2 <br />

Vanit Bldg. 2, New Phetchaburi Road,<br />

Makkasan, Ratchathewi, Bangkok 10400<br />

Registration No.<br />

0505542003082<br />

Telephone<br />

0 2207 6800<br />

Fax<br />

0 2207 6898<br />

Website<br />

www.hunsa.com<br />

Registered Capital 800,000 shares<br />

Par Value<br />

Baht 10 <br />

Paid-up Capital Baht 8,000,000 <br />

Percent of Investment of SHINEE 99.99%<br />

<br />

<br />

53<br />

<strong>CS</strong> LOXINFO


General Information <br />

of Subsidiaries<br />

<br />

Sodamag Corp Company Limited (SODAMAG)<br />

<br />

Nature of Business Provider of mobile contents, community<br />

portal services, and other internet related<br />

businesses<br />

Head Office<br />

414 Phaholyothin Road, Samsennai,<br />

Phayathai, Bangkok 10400<br />

Branch Office<br />

Room 2101, 2104, 21 st Floor, 1126/2 <br />

Vanit Bldg. 2, New Phetchaburi Road,<br />

Makkasan, Ratchathewi, Bangkok 10400<br />

Registration No.<br />

0105542078001<br />

Telephone<br />

0 2207 6800<br />

Fax<br />

0 2207 6898<br />

Registered Capital 2,179,219 shares<br />

Par Value<br />

Baht 5<br />

Paid-up Capital Baht 10,896,095 <br />

Percent of Investment of SHINEE 99.99%<br />

<br />

<br />

<br />

Watta Classifieds Company Limited (WATTA)<br />

<br />

Nature of Business<br />

Head Office<br />

Branch Office<br />

Registration No.<br />

Website<br />

Telephone<br />

Fax<br />

Registered Capital<br />

Par Value<br />

Paid-up Capital<br />

Percent of Investment of <strong>CS</strong>L 60.00%<br />

<br />

Provides sub-advertisement and classified<br />

services in its own publications publishes<br />

and sells various publications such as<br />

newspapers, magazines, pocket books <br />

and others.<br />

71/30 Borommaratchachonnani Road, <br />

Arun-amarin, Bangkoknoi, Bangkok 10700<br />

71/36 Borommaratchachonnani Road, <br />

Arun-amarin, Bangkoknoi, Bangkok 10700<br />

0105542015891<br />

www.watta.co.th<br />

0 2422 8000<br />

0 2422 8032<br />

200,000 shares<br />

Baht 100<br />

Baht 20,000,000 <br />

54<br />

<strong>CS</strong> LOXINFO


General Information <br />

of Subsidiaries<br />

<br />

Com Chat Company Limited (Com Chat)<br />

<br />

Nature of Business Conducting film and plate production<br />

Head Office<br />

71/36 Borommaratchachonnani Road, <br />

Arun-amarin, Bangkoknoi, Bangkok 10700<br />

Registration No.<br />

0105544054354<br />

Telephone<br />

0 2422 8000<br />

Fax<br />

0 2422 8032<br />

Registered Capital 10,000 shares<br />

Par Value<br />

Baht 100<br />

Paid-up Capital Baht 1,000,000 <br />

Percent of Investment of WATTA 99.94%<br />

Note: Registration of its liquidaion with the MOC on November 30, <strong>2007</strong><br />

and it is in the process of ceasing its existence.<br />

<br />

Idea Maker Company Limited (Idea Maker)<br />

Nature of Business Operating publishing business<br />

Head Office<br />

71/30 Borommaratchachonnani Road, <br />

Arun-amarin, Bangkoknoi, Bangkok 10700<br />

Registration No.<br />

0105542000605<br />

Telephone<br />

0 2422 8000<br />

Fax<br />

0 2422 8032<br />

Registered Capital 23,000 shares<br />

Par Value<br />

Baht 100<br />

Paid-up Capital Baht 2,300,000 <br />

Percent of Investment of WATTA 99.97%<br />

Note: Registration of its liquidaion with the MOC on November 30, <strong>2007</strong><br />

and it is in the process of ceasing its existence.<br />

<br />

Decode Company Limited (Decode)<br />

Nature of Business Advertising and producing premium goods<br />

Head Office<br />

71/36 Borommaratchachonnani Road, <br />

Arun-amarin, Bangkoknoi, Bangkok 10700<br />

Registration No.<br />

0105548077065<br />

Telephone<br />

0 2422 8000<br />

Fax<br />

0 2422 8032<br />

Registered Capital 10,000 shares<br />

Par Value<br />

100 Baht <br />

Paid-up Capital Baht 1,000,000 <br />

Percent of Investment of WATTA 99.93%<br />

Note: Registration of its liquidaion with the MOC on November 30, <strong>2007</strong><br />

and it is in the process of ceasing its existence.<br />

<br />

55<br />

<strong>CS</strong> LOXINFO


Business Overview<br />

<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited<br />

<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited is<br />

Thailand’s leading top-quality internet service<br />

provider under the name “<strong>CS</strong> LOXINFO”. The<br />

effectiveness of the network management, together<br />

with the value added and after-sales service that can<br />

respond well to the customers’ requirements shows<br />

we are the leading top-quality internet service<br />

provider for our target customers nationwide.<br />

<br />

Products and Services<br />

With continued improvement, <strong>CS</strong> LOXINFO<br />

becomes the internet service provider with the widest<br />

range of services, serving all groups of customer,<br />

employing various methods of technology. We can<br />

service both the individual and the multi-simultaneoususers,<br />

which is called corporate service, particularly<br />

for those corporations requiring internet for their<br />

businesses operations.<br />

Major Services of the Company<br />

<br />

<br />

1. Internet service via leased circuit (Leased Line)<br />

The service is designed for corporate customers<br />

who require the Internet for operating their businesses<br />

by using many computers at the same time, such as,<br />

orders sending and receiving from overseas e-mail,<br />

inter-branch data transmission both locally and<br />

internationally, online customer service, etc. Last<br />

year, <strong>2007</strong>, we had strength in sustaining service<br />

quality standards with a network capability that could<br />

provide continuous service. We had engineering and<br />

after-sales services with the ISO 9001:2000<br />

certification standard. We also had value added<br />

services which were flexible with the requirements of<br />

56<br />

<strong>CS</strong> LOXINFO


each customer, especially security solutions and<br />

network connection service. The target group grows<br />

continually, both in number of corporate customers<br />

and quantity of the bandwidth utilization for each<br />

customer. <br />

2. High speed internet services via telephone<br />

line (ADSL)<br />

ADSL is an economy high speed internet<br />

service. We pay attention to providing the service to<br />

small and medium size corporations. We regard our<br />

strengths as firstly, our flexible service, and secondly<br />

our value added services that can fulfill the customers’<br />

requirements. This can enable them to manage their<br />

internal internet services more conveniently, as well<br />

as the inter-branch data transmission.<br />

<br />

3. High speed internet services via satellite<br />

network (IPSTAR)<br />

This is a high speed internet service via IPSTAR<br />

satellite. Its strength lies in its nationwide coverage<br />

area; it is a wireless internet service via satellite. We<br />

are the first provider of this service in Thailand, so it<br />

is to our advantage. We have service experience both<br />

in quality of service and after-sales service. We also<br />

have alliances with installers and distributors across<br />

the country. Since the IPSTAR was launched in late<br />

2005, the cost and service charges were decreasing,<br />

while the demand of high speed internet was<br />

increasing, such as usage demand in remote areas. As<br />

a result, we can expand more of our customer base.<br />

<br />

4. Internet services via telephone line (Dial-up)<br />

The internet service via a telephone line focuses<br />

on individual home users who use the internet, but<br />

demand a lower price, the strength of <strong>CS</strong> LOXINFO<br />

on nationwide connection points, and convenient<br />

distribution channels, e.g. convenience stores, book<br />

shops, IT shops across the country, as well as the<br />

AIS mobile phone both in GSM and 1-2-call system.<br />

<br />

5. Internet Data Center or the IDC<br />

IDC is the top-quality internet data center<br />

service, connected directly to the Thailand Internet<br />

Exchange via high-speed fiber optics. The circuit is<br />

so large that it can support hundreds of thousands of<br />

users at the same time. The ISO standard was also<br />

implemented to control the quality to ensure a stable<br />

service with the highest level of security to<br />

customers. <br />

6. Value Added Services<br />

• International Roaming: The service for <br />

customers who would like to use there internet<br />

service account overseas, or for a foreigner <br />

who would like to use there internet service <br />

account in Thailand.<br />

• Virtual Private Network (VPN): The service for <br />

a corporate customer who wants to connect its<br />

own internal network economically, but with<br />

high efficiency, via the Internet network.<br />

• E-Mail Solution: The fully integrated e-mail <br />

service for corporate customers who may<br />

prefer to manage their own mail servers, or let<br />

<strong>CS</strong> LOXINFO do so. The service is also<br />

equipped with value added services, especially<br />

virus elimination and spam mail filtering. <br />

• Managed Services: The special services for <br />

corporate customers with teams of experts to <br />

give consultation and manage the information<br />

system of the customers via the Internet. The<br />

service includes data security solutions e.g. <br />

checking, protecting and eliminating viruses.<br />

• VoIP: The economy international phone<br />

service via the Internet. Customers can dial<br />

from a computer or ordinary telephone that<br />

connects to the analog telephone adaptor.<br />

<br />

7. Uplink/Downlink Services<br />

The Company provides comprehensive Uplink/<br />

Downlink services via the Thaicom Teleport and<br />

DTH Center at Lad Lum Kaew, which consist of TV<br />

signaling via satellite, live satellite broadcasting, and<br />

broadcasting of taped programs both in analog and<br />

digital systems. The services are provided both on a<br />

full-time basis with 24-hour operating staff, which is<br />

suitable for exact broadcasting schedule programs,<br />

and on an occasional basis, which is suitable for the<br />

broadcasting of live programs, news, or a seasonal<br />

sports competition. The service is provided in<br />

cooperation with Shin Satellite Public Co., Ltd.<br />

57<br />

<strong>CS</strong> LOXINFO


High Quality Internet<br />

<br />

Market Condition and Competition<br />

Overall, there is intense competition in the<br />

Telecommunication Industry. It is not only from the<br />

new internet service providers being granted licenses<br />

from the National Telecommunications Committee,<br />

but also from the new telecommunication network<br />

providers. However, we can still continually maintain<br />

good performance by implementing policies focused<br />

on corporate customers, and expanding our customer<br />

base. This should allow us to maintain our leading status<br />

among the leased line internet service providers. Our<br />

key strengths are as follows:-<br />

• The customers, both individual and all levels <br />

of corporation, trust in the quality service <br />

under the name “<strong>CS</strong> LOXINFO”.<br />

• Having good development of value added <br />

services to fulfill the needs of customers, e.g. <br />

e-mail, security, and Voice over IP.<br />

• Having sufficient International Links for <br />

serving customers.<br />

• Having skillful engineers with 24-hour <br />

availability for after-sales service.<br />

<br />

Marketing Strategy<br />

The Company is committed to provide top-quality <br />

internet services, both in access to technical networks<br />

and after-sales services, in order to increase usage<br />

and the customer base, but with no policy of competing<br />

on price. The key marketing strategies are as follows:-<br />

1. Build brand image as Thailand’s leading<br />

top-quality internet service provider<br />

We positioned <strong>CS</strong> LOXINFO as a premium<br />

internet service, offering a wide range of products and<br />

services to respond to various needs by communicating<br />

the strength of each service to the customers, as well<br />

as delivering the service at the level that the<br />

customers will be impressed or satisfied with, both<br />

before and after sales.<br />

2. Determine on service and quality improvement <br />

We maintain the policy of managing the<br />

international and domestic bandwidth, and number of<br />

telephone lines to be sufficient and justified with the<br />

number of the users, together with the continuous<br />

improvement in efficiency of the nationwide networks.<br />

In order to build confidence among customers,<br />

ISO9001:2000, and management system with clear<br />

indicators and measurement, were implemented.<br />

<br />

3. Maintain good relationships with customers<br />

We strive to create the highest customer<br />

satisfaction. Other than fulfilling coverage services,<br />

demanding proactive technical advice to corporate<br />

customers is also offered, e.g., holding knowledge<br />

sharing seminars in major provinces across the<br />

country, visiting customers regularly, and checking<br />

customers’ satisfaction by using survey techniques.<br />

<br />

4. Leverage technology to increase competitive<br />

advantage<br />

We have continuously invested in the development<br />

of the system and network, which not only support<br />

the country’s growing demand, but also improves the<br />

overall service efficiency.<br />

<br />

5. Continuously create new products and services<br />

We have continuously developed new value<br />

added services, e.g., Virus Scan, Spam Mail Filtering,<br />

Voice over Internet Protocol (VoIP), Backup System<br />

via satellite, etc.<br />

<br />

6. Develop network alliances<br />

Due to the fact that the network has significant<br />

impact to the services, we have developed good<br />

relationships with all network providers. Moreover,<br />

since the company has a large premium corporate<br />

customer base, using leased line services, we derive<br />

good business and technical cooperation from the<br />

alliances. <br />

7. Sales Promotion <br />

We carefully design sales promotion campaigns<br />

that fit with our target customers in order to retain<br />

current customers and cooperate with alliances in<br />

stepping into new markets or launching new services<br />

58<br />

<strong>CS</strong> LOXINFO


that attract new customers. We also promote campaigns<br />

through the media and have marketing activities with<br />

our target customers continuously.<br />

<br />

Sales and Distribution Channels<br />

Internet services of the Company are sold through<br />

the following channels:-<br />

1. Direct Sales: This is our main distribution<br />

channel. We have sales teams giving advice and<br />

consultation to corporate customers. They are located<br />

both in Bangkok and all regions across the country.<br />

They focus selling of the leased circuit internet<br />

services and high speed internet services to small and<br />

medium size corporate customers.<br />

2. Outlet stores: The stores sell internet<br />

packages for general customers across the country<br />

through convenience stores, book shops, department<br />

stores, supermarkets, IT centers, computer stores.<br />

3. Mobile Phone: This is another channel where<br />

customers can purchase internet hours via mobile<br />

phone network of Advanced Info Service PLC. (AIS)<br />

by dialing *48181, or *4818999, or *4818888. <br />

4. Website www.csloxinfo.com: Customers can<br />

apply for high speed internet service, purchase<br />

internet hours, apply for services, etc.<br />

5. Call Center, number 0-2263-8222: It services<br />

24 hours a day, with no holiday.<br />

Business Opportunity<br />

The Company foresees an opportunity to<br />

continually expand the business into the corporate<br />

sector. Therefore, in 2008, we will strive to fulfill the<br />

requirements of our corporate customers by further<br />

developing the following services:-<br />

• Managed Service: The service that can help <br />

customers use the Internet conveniently and <br />

safely, by completely overseeing and protecting <br />

from viruses, Spam mail, or others relating to <br />

e-mail system and security system.<br />

• VoIP or Voice over Internet Protocol: a telephone <br />

service via the Internet network that can help <br />

customers reduce telephone charges compared <br />

with existing ordinary fixed line, either local <br />

inter-branch or international long distance <br />

calls. It is suitable for businesses that have <br />

nationwide branches, overseas headquarters, <br />

including home users that have relatives abroad.<br />

• VPN (Virtual Private Network): Data <br />

transmission via the Internet network service <br />

between headquarters and its nationwide <br />

branches. Some Corporate customers do not <br />

require building up their own basic network. <br />

They merely rely on the high quality network <br />

provided by <strong>CS</strong>L, with peak levels of efficiency <br />

and security.<br />

<br />

Future Project<br />

Previously, the Company had continued increased<br />

revenue from corporate customers. Therefore, we need<br />

to focus on investment in technological research to<br />

increase the service capability, from internet access to<br />

value added services that will enable customers to<br />

fully utilize the efficiency of the internet.<br />

We have been granted the Internet Service<br />

Providing License from the National Telecommunications<br />

Commission (NTC) which included the Voice over IP<br />

service-the telephone via internet service. With the<br />

complementary technological development that enable<br />

customers to use telephone via internet more<br />

conveniently with clear voices, in 2008, we will<br />

cooperate with alliances both in Thailand and aboard<br />

to aggressively market the Voice over IP service to<br />

our current corporate customer base.<br />

Since we manage the system and network, we<br />

have many engineers with expertise in the system and<br />

network, including security solutions, e-mail system,<br />

and relevant value added services. At the same time,<br />

we conducted research and found that, although the<br />

e-mail and security system had a more important<br />

role, the small and medium size corporations were<br />

still lacking IT specialists to control the systems.<br />

Therefore, in 2008, we plan to develop and provide<br />

quality e-mail and security systems at a low price for<br />

small and medium size corporations.<br />

<br />

59<br />

<strong>CS</strong> LOXINFO


Teleinfo Media Public Company<br />

Limited (TMC)<br />

Teleinfo Media Public Company Limited (TMC)<br />

provides media service for business through Yellow<br />

Pages telephone directory and other media services.<br />

Additionally it provides telephone subscribers profile, and<br />

call center service for general and entertainment<br />

information.<br />

Thailand YellowPages has the largest information<br />

in Thailand where consumers can search for required<br />

information through three ways as per his/her convenience:<br />

Flip Thailand YellowPages, Call 1188 Thailand<br />

YellowPages, or Click the site www.yellowpages.co.th <br />

<br />

Products and Services<br />

1. Thailand YellowPages - Integrated Business<br />

Medias<br />

Thailand YellowPages compiles telephone<br />

numbers of the product and service operators of over<br />

3,000 categories, covering more than 600,000 operators<br />

- the largest source in Thailand. It is easy to use with<br />

the businesses alphabetically categorized under the<br />

concept that these categories contain information that<br />

is useful for the customer for better lifestyle or<br />

business opportunities. Every chance, every need can<br />

be easily fulfilled at your fingertips.<br />

Thailand YellowPages is published in an easy<br />

design, keeping in mind for the benefits of the consumers<br />

residing in different parts of Thailand as follows:-<br />

Bangkok and surrounding boundaries All areas<br />

in one book, serving every need<br />

Zones Publication Divided into 5 books for 5<br />

different zones i.e. North, Northeast, Central, East and<br />

South. <br />

English Publication Bangkok and surrounding<br />

areas in one book<br />

2. City YellowPages, yellowpages for easier<br />

city living<br />

City YellowPages is the new publication that<br />

was carried out with the sole purpose of bringing out<br />

the best attribute of each province in Thailand. The<br />

selection has been based on the goods and services<br />

which best answer the varied lifestyle of each place.<br />

Moreover, YellowPages also contain useful information<br />

in regards to the popular tourist places, important<br />

places, shopping places and restaurants of those cities.<br />

There are also important contact numbers to make it<br />

easier for the customer to search for and get in touch<br />

with those places comfortably. Therefore, City<br />

YellowPages is a new media that brings convenience<br />

to the city lives. Last year saw the publication carried<br />

information in three provinces i.e. Nonthaburi,<br />

Pathumthani and Samut Prakan. Studies for other<br />

provinces are being carried out for the planned<br />

extension to other high potential places in 2008. <br />

3. Thailand Corporate Pages<br />

Thailand Corporate Pages is the single whitepaged<br />

telephone directory that lists the names and<br />

telephone numbers of all the businesses in Bangkok<br />

and its surrounding areas. More than 600,000<br />

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usiness operators are listed alphabetically with the<br />

names of governmental units and state enterprises<br />

separated for easier search.<br />

4. Thailand Export-Import YellowPages<br />

Thailand Export-Import YellowPages, a<br />

handbook for the exporters and importers in the forms<br />

of a book and CD-Rom ready to assist in the<br />

business of exports and imports. The book lists all the<br />

names of importers and exporters in Thailand with<br />

analysis on the perspective and outlook of each<br />

industry to the latest situational report of the export<br />

market both locally and overseas. It is published in<br />

English with the contents divided into two sections:-<br />

1. List of the names of the exporters and <br />

importers in Thailand, divided into 13 main <br />

industrial categories such as the products and <br />

services related to agriculture, ornaments, <br />

automobile parts, and electrical appliances, etc. <br />

2. Names of the businesses that support international<br />

trades such as airlines, commercial banks,<br />

insurance companies and cargo companies, etc.<br />

Thailand Export-Import YellowPages is<br />

published for the export and import businesses both<br />

locally and internationally and is available for sale in<br />

the leading book stores.<br />

5. Visitors’ Guide to Thailand – special<br />

publication with the English Thailand YellowPages<br />

Visitors’ Guide to Thailand, This guidebook with<br />

the information through eyes of a foreigner to<br />

Thailand has been endorsed directly by the Tourism<br />

Authority of Thailand (TAT). It contains information<br />

that will assure you a complete whole experience of<br />

trip to Thailand with excellent recommendations for<br />

places, goods and services around the country. It has<br />

a supplement section for articles, documentaries, and<br />

other information in regards to tourism in Thailand.<br />

Telephone numbers and information of the goods and<br />

services are also provided.<br />

Visitor’s Guide to Thailand is published<br />

bilingually, in English and Japanese in one single<br />

volume and is distributed along with the English<br />

Thailand YellowPages all over the country with the<br />

main target at the rooms of leading hotels, tourism<br />

promotion centers, airports, airport lobbies, and tourist<br />

servicing businesses and authorities in Bangkok. It is<br />

also available in the leading bookstores around the<br />

country. The latest information can also be accessed<br />

online at www.visitorguidetothailand.com<br />

6. 1188 Thailand YellowPages<br />

1188 Thailand YellowPages is a service center<br />

with well trained staff ready to assist you in searching<br />

for information on products and services with the<br />

telephone numbers of the businesses, shops, restaurants,<br />

tourist places together with information on the travel<br />

routes, governmental agencies, emergency numbers<br />

and personal numbers all over Thailand with more<br />

than 6 million numbers listed in the directory. It also<br />

provides latest daily headline and up-to-date<br />

information such as news, horoscope, live scores,<br />

gold prices, oil prices, schedules of product fairs, One<br />

Tambon One Product (OTOP) fairs, summary of the<br />

latest movies, movie and music charts, lottery results,<br />

etc. Other additional services provided by 1188<br />

Thailand YellowPages are:-<br />

• Services in English for foreigners and in local <br />

dialects for Thais from different parts of the <br />

country.<br />

• Transfer calls from AIS transponders to the <br />

desired numbers.<br />

• SMS on your behalf in English and Thai <br />

message typing and sending.<br />

• Fax on demand services.<br />

• Download ring tones, logos, images and games.<br />

These are all to provide the best services to<br />

every need of customers and to ensure they are<br />

comfortable in using the services.<br />

7. Website www.yellowpages.co.th – easy access<br />

to “Online YellowPages” from anywhere in the world<br />

Website www.yellowpages.co.th is the complete<br />

directory with the names of the businesses from the<br />

Thailand YellowPages and Thailand Corporate Pages.<br />

You can search and access the information in both<br />

Thai and English. Alternatively, if you choose the<br />

option “Book View”, the page will show the exact<br />

location of the information in the Thailand YellowPages<br />

which helps in getting the name and picture of the<br />

advertisers clearly, as if you were opening the book for<br />

real. It has been found that more than 90% of the users<br />

who click on the www.yellowpages.co.th are satisfied<br />

with the information that they received. Help you to get<br />

what you need, anytime, anywhere, be it in Thailand<br />

or other parts of the world, 24 hours for 365 days. <br />

8. Get & 2Load (www.2Get2Load.com)<br />

Get & 2Load, In the present world, the media<br />

channels have been expanding tremendously and in order<br />

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High Quality Internet<br />

to serve the customer needs, the Audiotex service of<br />

“2Get” 1900 222 xxx has been launched. It is one of<br />

the services launched to make you more comfortable.<br />

No matter what phone you use be it landline or cell<br />

phone, just press the numbers as per the menu and<br />

you will get the information or entertainment 24 hours<br />

daily. This trendy service provides with you daily<br />

horoscopes, jokes, latest Box Office or music charts,<br />

competitions, download songs, latest scores and results<br />

of various sports or even conversation with new friends,<br />

etc. All in all to serve you everything of what you need,<br />

and for the people who want to improve their<br />

lifestyle. Providing entertainment information to you,<br />

“2Load” is ready to send information you need<br />

through SMS unlimited, be it daily horoscopes, jokes,<br />

summary of the TV series and recommendation for<br />

the latest movies every week. <br />

9. Precision Marketing<br />

Precision Marketing, To keep up with the ever<br />

changing trend of present world competition,<br />

precision marketing helps you to reach your target<br />

audience even more directly while helping you<br />

managing your marketing budget effectively. It is<br />

flexible and the result can be determined accurately.<br />

TMC provides the services in the following 4 ways:-<br />

• MAILING LISTS: Providing the latest <br />

database of the names covering a wide rage <br />

of different target groups, it helps you save <br />

time and increase profit for the business.<br />

• TELEMARKETING SERVICES: Create <br />

business opportunities via telemarketing. The <br />

well trained staff with professional skills will <br />

contact the clients and follow up with them <br />

on the behalf of your company. <br />

• DATABASE MANAGEMENT &<br />

MAINTENANCE: Service of managing and <br />

maintaining the latest database to cope with <br />

every change in the market, helping you in <br />

avoiding losses and opportunity loss.<br />

• LETTER SHOPPING SERVICE: Integrated <br />

services of mailing the documents to the <br />

clients from database preparation; printing out <br />

and tag the names; arranging the mailing <br />

services and summarizing by well experienced <br />

staff, helping you save time. <br />

10. Outsource Call Center<br />

Outsource Call Center, Using Call Center has<br />

been increasingly considered as one of the most<br />

productive marketing tools in the present marketing<br />

world. Therefore to increase your marketing potential<br />

to a higher level without huge investment, TMC<br />

provide Outsource Call Center which helps in<br />

opening more sales channels and provides better<br />

services to the clients. It covers both the inbound<br />

calls i.e. intercept clients’ calls for information of the<br />

clients, take orders, and register, and outbound calls<br />

i.e. calling the clients and informing them of their<br />

privileges, offering sale, and inviting the target group<br />

to join the campaign, etc.<br />

11. New Services for meaningful entertainment<br />

Interactive Voice Record (IVR), TMC has<br />

developed Interactive Voice Record (IVR) system<br />

jointly with Advance Info Service PLC. to provide<br />

the narration in various museums, also known as<br />

Museum Audio Guide, in Thai, English, Japanese, or<br />

Chinese, viewed as suitable, to promote the tourist<br />

places and equipped them with services of an<br />

international quality. Started with Thai Human<br />

Imagery Museum, the service has been recently<br />

expanded to other museums such as Panorama<br />

Museum of Bangkok, Thai Press Museum, King<br />

Prajadhipok Museum, and The Erawan Museum.<br />

The current trend in advertising industry<br />

The market of advertising industry from January<br />

to October <strong>2007</strong> has increased by 1.52%. The media<br />

sector’s advertising has decreased by 10.80%. By<br />

category, the advertising of alcoholic products<br />

decreased by 41.90%; skin care products registered<br />

highest growth at 15.3%, followed by real estate<br />

sector which registered growth at 7.10%. It is<br />

forecasted that in <strong>2007</strong>, the total advertising volume<br />

is Baht 75,430 million with the television having the<br />

highest share at 58.15%, the growth decreasing by<br />

0.36%. The advertising in cinema halls will have the<br />

highest growth at 145.96% and advertising growth in<br />

the malls stand at 99.58%. The growth of mobile<br />

media, radio and the billboard will decrease at 3.22%,<br />

4.41% and 3.84% respectively. As for the<br />

publications such as magazines, the growth will<br />

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decrease at around 5.07% while the advertising in<br />

newspapers will increase by 0.39%. Moreover it is<br />

also estimated that the online advertising would be<br />

expanding more than 40% from that of 2006* which<br />

is based on the fact that the internet users has<br />

increased by 15% from the last year. <br />

<br />

*data provided ADMAX and Thailand Direct Marketing<br />

Association (TDMA)<br />

Marketing activities and situation of the<br />

competition<br />

<br />

In a highly competitive market, the advertising<br />

media with high return on investment is the most<br />

favored one and can prolong a continuous growth.<br />

YellowPages is an business media that assists in<br />

efficient business transactions. Not only is it the<br />

closest to the user’s hand when the purchasing need<br />

exists, but it is also a sole business media that covers<br />

a maximum range of product and service categories.<br />

It also provides clear buying and selling information<br />

as well. Moreover it is distributed for free to the<br />

users at the home, and business and industrial<br />

premises.<br />

Besides, the readiness for the investment in the<br />

infrastructure system and solid development in TMC<br />

allows the integration of data to achieve the highest<br />

benefit to the users so that they can access the data<br />

conveniently and immediately whenever they want.<br />

There are three other choices available i.e. service<br />

center at 1188 Thailand YellowPages, the website<br />

www.yellowpages.co.th, or by mobile phones.<br />

Although the advertising has a little growth but if<br />

quality be taken into account, Thailand YellowPages<br />

is the advertising media that reaches the target group<br />

of customers who are willing to buy the most. Taken<br />

the aforementioned integration into account, this<br />

explains why the company’s products and services<br />

have been highly sought after, especially the Thailand<br />

YellowPages with its integrated business information,<br />

easily accessible at anytime and anywhere which is<br />

worth the investment of advertisers. This can be<br />

proven by how Thailand YellowPages has achieved<br />

and maintained its market share at 80-90% against<br />

its competitors for the past 20 years.<br />

Business opportunities for the year 2008<br />

As the leader in the integrated business media<br />

industry, with useful database, and the determination<br />

of continuous improvement, TMC believes in<br />

potential and is ever ready to increase the exposure of<br />

the goods and services, with the product and service<br />

developments to be the new source of income in the<br />

future, especially to improve the online system to be<br />

increasingly ever ready to fulfill the needs of the<br />

customers in the daily life through computers and<br />

mobile phones, including the development of<br />

handbooks which gather more information in various<br />

industries with high potential, by following the below<br />

strategies:-<br />

1) Benefiting from the strong brand identity of <br />

the distinguished image of YellowPages to <br />

expand its services to the new consumer <br />

group such as various important cities in <br />

Thailand. For example Nonthaburi, Samut <br />

Prakan, and Pathum Thani YellowPages have <br />

been launched and the expansion to other <br />

areas with high potential.<br />

2) Integrating TMC infrastructure and system and <br />

combining them with the strong alliances in <br />

order to develop the formats of information <br />

and content. The presentation must also be <br />

reached via more channels, especially by <br />

internet and cell phones for more convenience <br />

of the users and to allow more benefits to the<br />

advertisers.<br />

3) Expand the user base by developing products <br />

that serve the customer needs and are suitable <br />

for the purchasing power of each group.<br />

4) Increase income through the call center at <br />

1188 and Audiotex service in the form of <br />

one-stop service to build convenience and <br />

familiarity.<br />

TMC will keep looking for opportunities to<br />

make use of its expertise and the database which is<br />

the core asset that built its business from the past<br />

along with the ever improving technology and change<br />

of taste for the new media services that are growing.<br />

This is to achieve the potentiality and the highest<br />

satisfaction of both the users and the advertisers.<br />

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AD Venture Company Limited<br />

AD Venture Company Limited (ADV) is the<br />

company that <strong>CS</strong>L holds 99.99% of its stake. It has<br />

registered and paid-up capital of Baht 171.97<br />

million. Its major business is as a holding company,<br />

having sole investment in Shineedotcom Company<br />

Limited (SHINEE). Therefore, the business<br />

performance of ADV will mainly come from the<br />

business performance of SHINEE, wherein ADV<br />

holds 99.99%. <br />

SHINEE has registered and paid-up capital of<br />

Baht 80 million. It has 2 subsidiaries, which are<br />

Hunsa Dot Com Co., Ltd. (HUNSA) and Sodamag<br />

Corp Co., Ltd. (SODAMAG) These major businesses<br />

are providing information and entertainment content<br />

through mobile phones, and developing applications<br />

to be used on Internet. <br />

Currently, SODAMAG does not run any<br />

business and is in the process of closing down.<br />

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Shineedotcom Company Limited<br />

<br />

This company is a content aggregator from<br />

various types of content owners, both providing news<br />

and entertainment information, offered to the market<br />

through mobile phones under the name “Shinee.com”.<br />

This is called a Mobile Content Provider. It also<br />

provides content through a portal website, under the<br />

name “Hunsa.com”. <br />

<br />

Products and Services<br />

SHINEE is a content provider split into two<br />

kinds of business.<br />

1. Mobile Content Business<br />

Shineedotcom Co., Ltd. provides mobile content<br />

service under two brand names, SHINEE and<br />

SODAMAG, via all mobile phone networks; AIS,<br />

DTAC, and True Move. Audiotex systems can also<br />

obtain content, which includes all fixed line ordinary<br />

telephone system can also access SHINEE’s service.<br />

The target age group is 15 - 50 years old. Customers<br />

can access these services by one of two choices.<br />

1.1 Download services to store in a mobile <br />

phone via mobile phone networks, by dialing <br />

the service code through an IVR system. For<br />

example, press *489958355812216 for AIS, or press <br />

*1919958355812216 for DTAC, or download via<br />

SMS by dialing 58355812216 and send to 7899 for<br />

Truemove, or go to wapsite http://wap.shinee.com to<br />

immediately download the content via wap with no<br />

network camp limitation. Customers can also<br />

download content via a linked menu in the wap portal<br />

of the mobile phone network. After downloading,<br />

they can pay for service charges through the mobile<br />

phone network that they are using. The names of<br />

these service types are as follows:-<br />

• Shinee Ringtone: provides four types of <br />

ringtone; Monophonic Ringtone, Polyphonic <br />

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High Quality Internet<br />

Ringtone, Truetone Ringtone and Full Song <br />

Ringtone. We aggregated these tones from <br />

Thai and international music allies, in response <br />

to customers’ needs.<br />

• Shinee Java game: provides games on <br />

mobile phones that can be played by pressing <br />

buttons to control directions. We have <br />

brought together a range of games from all <br />

over the world, so there are various categories <br />

to serve customers’ demands e.g. action, <br />

adventure, sport, etc.<br />

• Shinee Wallpaper & VDO Clips: provides <br />

wallpapers with types of drawings, cartoons <br />

and photo pictures that customers can <br />

download and save as a screensaver for their <br />

mobile phone. While VDO Clips service <br />

allows VDO downloads of approx. 1-minute <br />

duration for viewing and saving on mobile <br />

phones. Selections include cartoons, humour <br />

and movie or series previews.<br />

• Shinee News: provides an updated news <br />

service from many news allies e.g. TNA <br />

(MCOT) and Channel 7. The service is <br />

provided through SMS or wap accessing. <br />

Customers can subscribe through IVR, SMS <br />

or wap, and pay monthly service charges <br />

through their network operators. After that, <br />

the system will send updated news, 5-8 <br />

reports per day, to customers via SMS, or <br />

they can read it from wap. The customers can <br />

cancel the service at anytime through IVR, <br />

SMS or wap.<br />

• Shinee Info Entertain: provides star gossip, <br />

updated new movie reports and music from <br />

famous sources, from the company’s allies <br />

e.g. MAYA CHANEL newspaper. The <br />

service is provided through SMS or wap that <br />

customers can subscribe to through IVR, <br />

SMS or wap, and pay a monthly service <br />

charge through their network operators. After <br />

that, the system will send them updated news, <br />

5-8 reports per day, via SMS, or they can <br />

read it from wap. Customers can cancel the<br />

service at anytime through IVR, SMS or wap.<br />

• Shinee Horoscope: is a horoscope service by <br />

the famous fortuneteller “Kengkart Jongjaipra”. <br />

He is a partner of the Company. The service <br />

is provided through SMS or wap that allows <br />

customers to download occasionally, or <br />

subscribe through IVR, SMS or wap, and pay <br />

charges per download or monthly through <br />

their network operators. After that, the system<br />

will send customers their horoscopes, by their <br />

given star signs, via SMS, 5-8 times per day, <br />

or they can read it from wap. The customers <br />

can cancel the service anytime through IVR, <br />

SMS or wap.<br />

1.2 Listen to services via Audiotex Customers<br />

can access this service by dialing the telephone<br />

number shown on the ad, such as 1900-222-394 for<br />

a zodiac horoscope service, and then follow the<br />

menu, listening to the service details. <br />

<br />

2. Website Business<br />

Shineedotcom Co., Ltd. provides a portal web<br />

service under the name www.hunsa.com, which<br />

targets 10 - 30 year old people. The provided services<br />

are as follows:-<br />

• News and entertainment: provides updated <br />

news and entertainment that were aggregated <br />

from many sources e.g. websites, newspapers <br />

and Hunsa’s news team. This is a free of <br />

charge service.<br />

• Web board: or Chat room, for posting <br />

opinions on miscellaneous topics. This is a <br />

free of charge service.<br />

• Hubbie: provides a service to create ones’ <br />

own cartoon character, an Avatar, to use <br />

among chatting lovers. They use cartoon <br />

characters to represent themselves. Customers <br />

can create the cartoon character for free, but <br />

they can buy additional clothes by purchasing <br />

and paying by cash card.<br />

• Online horoscope: provides a horoscope <br />

service, through the Hunsa website, by <br />

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popular fortuneteller team. This service uses <br />

the Hone Fun Thong teamwork. Customers <br />

can use this service by sending their birthday <br />

and questions to the Hunsa website. Once the <br />

payment via cash card is made, the staff will <br />

send the information to the customers by <br />

Hunsa’s website. <br />

• Advertisement: provides a banner ad on <br />

effective Hunsa websites with over 100,000 <br />

visitors per day. The ad pricing is varied, <br />

with respect to the banners position. <br />

Customers of this service are companies and <br />

shops who would like to promote their <br />

products or services to Hunsa’s visitors by <br />

using Hunsa’s banners.<br />

• Web Development: by the experts and <br />

experienced teams. Customers of this service are <br />

companies and shops that would like to own <br />

websites to promote their products or services.<br />

Industry situation and competition<br />

<br />

<br />

Due to the mobile content business’ growth<br />

trend in 2004, about 200 local and international<br />

content providers entered into the market. There was<br />

intense competition in both pricing and marketing.<br />

After that, there was cost restructuring by the<br />

operators and content owners. Many providers gave<br />

up and left the market, because they could not<br />

manage their costs. However, with the effective<br />

management and marketing strategy of SHINEE, it<br />

could strongly retain its customer base by the<br />

following methods:-<br />

• Maintaining a high service standard and not <br />

deceiving customers, unlike others who <br />

aggressively did so during 2005-2006, which <br />

resulted in the increase in confidence of our <br />

customers in choosing the services of our <br />

company.<br />

• Manage marketing costs by focusing on using <br />

effective media and directly targetting groups.<br />

• Focusing on services that could fulfill the <br />

customer’s life style and enhancing satisfaction <br />

by offering monthly and buffet subscription <br />

styles to match customers’ monthly budgets.<br />

• Having a strong partner within Shin <br />

Corporation Group, expanding distribution <br />

channels and running marketing activities, <br />

e.g., communication via website, Mobile Life, <br />

One 2 Call card, etc.<br />

Marketing Strategy<br />

<br />

<br />

SHINEE strives to provide services with speed<br />

and accuracy at a fair price, with after sales service<br />

for an increasing customer base. SHINEE does not<br />

have policies to deceive in their marketing or take<br />

advantage of our customers. The marketing strategies<br />

of SHINEE are:-<br />

<br />

1. Focus on quality and service<br />

SHINEE has a policy about the freshness of<br />

content provided to the customer; the content has to<br />

be up to date, in trend, and have good variety.<br />

Thereby SHINEE has a policy to aggregate content<br />

from every source, to fulfill the complete needs of<br />

customers as a one-stop service at SHINEE.<br />

Additionally, SHINEE pays attention to<br />

reviewing the quality of all downloaded services,<br />

thereby acting quickly and correctly, delivering good<br />

service to our customers.<br />

<br />

2. After Sales Service<br />

The primary critical factor of the mobile content<br />

providing business is the Customer Service that can<br />

act quickly and also provide customers a dedicated<br />

service for information and solutions. For this reason,<br />

SHINEE focuses on its customer service by having a<br />

call center unit to effectively serve and respond to<br />

queries. <br />

3. Continual development of new services<br />

SHINEE has developed various kinds of service<br />

to fulfill the needs and tastes of our target customers<br />

by mainly focusing on their behaviors. A Buffet<br />

service at an economical price will be offered to<br />

customers who love economy downloading. Pay per<br />

download with no committed conditions will be<br />

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offered to trendy customers. Moreover, new or in<br />

trend content will be offered in time e.g. background<br />

music, SMS voting service in major events such as<br />

Miss Thailand Universe Contest, etc.<br />

4. Focus marketing<br />

SHINEE focuses marketing on download lovers,<br />

by using a database, which analyzes and classifies<br />

customer’s behavior, thereby correct marketing and<br />

sales promotions could reach intended target groups,<br />

directly and efficiently.<br />

Distribution Channels<br />

1. Wap Service of mobile phone users e.g.<br />

Mobile life and SHINEE Wapsite <br />

2. www.shinee.com and www.hunsa.com<br />

3. AIS call center No. 1175 and SHINEE call<br />

center<br />

4. Mobile phones by using service code from<br />

advertisements<br />

5. Advertising space on www.hunsa.com<br />

Business Opportunity<br />

With the fast, continual, and high growth of mobile<br />

phone business, telecommunication liberalization, fast<br />

moving technological changes, and fast reduction of<br />

mobile phone prices, resulted in the growing<br />

numbers of mobile phone subscribers. SHINEE also<br />

foresees the long positive future of the mobile<br />

content business. Therefore, more new services will<br />

be developed in 2008.<br />

For the website business, the<br />

competition of Internet service providers<br />

resulted in lower service charges, but<br />

offering a higher quality, as well as the<br />

continual growth of internet usage.<br />

Therefore, in 2008, new services in the<br />

segment of E Entertainment commerce will<br />

be developed because of the growing<br />

opportunities in E-commerce businesses that<br />

are foreseen.<br />

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Watta Classified Company Limited<br />

Watta Classified Company Limited (“WATTA”)<br />

provides sub-advertisement and classified services in<br />

its own publications for customers locally and<br />

internationally. WATTA also publishes and sells<br />

various publications from daily and weekly<br />

newspapers to weekly, monthly, bi-monthly and<br />

yearly magazines to pocket books and others.<br />

Products and services<br />

Products and services of WATTA can be grouped<br />

into 2 main types of business as follows:-<br />

<br />

1. Sub-advertisement and classified services<br />

in publication media <br />

WATTA provides various advertising placement<br />

services via its sales team both direct sales and telesales,<br />

to customers locally and internationally.<br />

Customers either a juristic person or an individual<br />

person (household) can place the classified ads for<br />

PR and advertising their products or services, for<br />

consumption or for job classified and etc. For<br />

advertising placement services in various print media<br />

of WATTA, such print media include newspapers,<br />

magazines-weekly, monthly, bi-monthly and yearly,<br />

pocket books and others. <br />

<br />

2. Publishing and selling books <br />

In order to facilitate sub-advertisement or<br />

classified services in publishing media for WATTA’s<br />

customer group and readers that want to search for<br />

information about products or services that respond to<br />

their needs, the Company has published and sold<br />

various publications to satisfy such customers<br />

demands. WATTA produces quality print media under<br />

various names, which can be categorized as follows:- <br />

<br />

2.1 Newspapers include<br />

• World Today (Lok-Wan-Nee) is a daily <br />

newspaper that has contents about politics, <br />

economics, social, entertainment, health, <br />

various useful tips and classified so that the <br />

readers can search for information on products <br />

and services that match their needs. World <br />

Today is ideal for the white collar group <br />

whose daily activities are varied. It is available<br />

everyday in the market. <br />

• Fineday (Wan-Suk) is a weekly newspaper <br />

that has the same contents as the daily World <br />

Today. As a Friday issue, it adds a special <br />

section on weekend activities. Fineday is <br />

ideal for the white collar group whose daily <br />

activities and lifestyles are varied. It is <br />

available every Friday in the market. <br />

<br />

2.2 Weekly Magazines include<br />

• Car Magazines Car Today (Rot-Wan-Nee) <br />

presents information on buying-selling used<br />

and new cars and updated news in the <br />

automobile industry, including various <br />

useful tips about cars. <br />

69<br />

<strong>CS</strong> LOXINFO


High Quality Internet<br />

<br />

<br />

<br />

<br />

• Job Magazines <br />

Job Today (Ngaan-Wan-Nee), Find Job <br />

Find Easy (Ha-Ngaan-Ha-Ngai), Smart<br />

Job and Job Seven collect information on<br />

job vacancies and job hunting, including <br />

articles and updated news that help develop<br />

capabilities of job applicants. <br />

• Real Estate Magazines<br />

Home Today (Ar-Karn-Tee-Din) presents <br />

information on buying-selling homes, <br />

building and land, including useful tips and <br />

new developments in real estate business. <br />

• Education Magazines <br />

Education Today (Karn-Suk-Sa-Wan-Nee) <br />

provides information on education or <br />

learning institutions, both government and <br />

private enterprises from both local and <br />

aboard, for educations, training, personal <br />

development and scholarships both local <br />

and international.<br />

2.3 Monthly Magazines include <br />

• Real Estate Magazines <br />

Open House gathers information on new <br />

home and condominium projects, useful <br />

tips for home and garden decoration and <br />

answers to a range of questions on home <br />

maintenance and repair. <br />

2.4 Bi-Monthly Magazines include <br />

• Car Magazines <br />

Red Plate (Pai-Dang) presents information <br />

on new car models, interview articles on <br />

experienced users and useful tips on car <br />

and car decoration.<br />

2.5 Yearly Magazines include <br />

• Gift and Premium Magazines <br />

Gift Ideas contains information on sources of <br />

production or places to order, retail-wholesale <br />

stores or sell and import agents of gift, <br />

premium and collectible stuffs as well as <br />

interview articles on well-known people or <br />

various useful tips. <br />

2.6 Pocket Books include <br />

• Educational Group e.g. Thoon-Rian-Free-<br />

Mee-Thua-Lok, EXITBOOK and etc. <br />

• Information and Knowledge Group e.g. The <br />

Wonders of the World Architecture, Luuk-<br />

Chang-Thaam and etc.<br />

• Children Group e.g. Nain-Payoom-Joom-<br />

Yung, Ha-Thamma-Phra-Payoom and etc. <br />

• Political Group e.g. Maeo-Mai-Mo, Paak-<br />

Sa-Mak, Debate-Garn-Meuang-Reuang-<br />

Seen-La-Tham? and etc. <br />

2.7 Other Books include <br />

• Magazines that are published upon market <br />

demand.<br />

Procurement <br />

of Products or Services <br />

WATTA has a high reputation for flexibility in<br />

managing its production and distribution as a<br />

classified advertising service provider in publishing<br />

media as well as a media publisher and distributor.<br />

WATTA controls the quality of works from the<br />

production of advertisement designed by high<br />

experience teamwork and approved by customer to<br />

ensure that it is accurate and meets customer’s<br />

purpose before sending off to the printing house.<br />

WATTA needs to make sure that such printing house<br />

has a standard production process that it commits to<br />

and is able to complete the work within specified<br />

time period. WATTA has also arranged teamwork to<br />

distribute products to its nationwide sell agents to<br />

display on the bookstand every day at dawn,<br />

including home delivery to its members. <br />

Industry and Competition<br />

The overall growth of the advertising media<br />

industry has been on a decreasing trend. Although<br />

publishing media was still increasing given high<br />

spending from real estate business during the end of<br />

<strong>2007</strong> i.e. about 10 city condominiums launched their<br />

projects at the same period. Trends for 2008, it are<br />

expected with the industry growing significantly,<br />

mainly from political factors. Printing business is<br />

expected to grow by 12% compared to 10% growth<br />

last year. Even though several businesses had<br />

experienced problems as a result of poor economics<br />

amid domestic political unrest which in turn<br />

weakened consumer confidence and buying power,<br />

such problems had no impact on printing industry’s<br />

growth. This was mainly due to the fact that during<br />

70<br />

<strong>CS</strong> LOXINFO


the past year was the period to celebrate His Majesty<br />

the King 60 years on the throne yielding positive<br />

impact on the industry growth. During the auspicious<br />

<strong>2007</strong> to celebrate His Majesty the King of Thailand<br />

80th birthday, the government had announced this<br />

event as the national agenda, which was expected to<br />

use significant amount of budget from both<br />

government and private agencies especially in<br />

producing additional print media. <br />

Marketing Strategy<br />

WATTA has placed a great emphasis on<br />

providing sub-advertisement and classified services.<br />

Advertisements that are placed must come from a<br />

reliable source and safe for the society. Information<br />

or news that is published in all of WATTA’s<br />

publishing media must be fresh, accurate, trustworthy<br />

and up to date. WATTA focuses on providing advice<br />

for pre and post sale for the highest satisfaction of its<br />

customers from various media groups such as<br />

education, real estate, automobile and newspapers. At<br />

the same time, in order to broaden buying-selling<br />

opportunities, WATTA has been continuously<br />

developing the design to add new and more variety of<br />

services that can always match customers’ needs.<br />

Sales and Distribution Channels <br />

Sub-Advertisement or Classified Services:<br />

WATTA provides sub-advertisement or classified<br />

services in the publishing media of WATTA for both<br />

local and foreign customers. WATTA services their<br />

customers through the following channels:-<br />

1. Direct Sales: This is the main distribution <br />

channel. WATTA has sales teams that can <br />

service and give advice to customers to ensure <br />

that the advertisements are correctly responding <br />

to their needs and placed in the right media <br />

of WATTA that matches the target reader <br />

group of such customers.<br />

2. Phones or Mobile Phones: Customer can <br />

place a classified ad via 1900 Service or <br />

sending message by SMS or MMS. In <br />

addition, there is a service to download <br />

advertising information for customers.<br />

Produce and Sale of Publishing Media:<br />

WATTA sells the publishing media of WATTA to<br />

nationwide customers through the following channels:-<br />

1. Nationwide Sale Distributors which can be <br />

categorized into 3 types as follows:-<br />

1.1 Modern Trades e.g. SE-ED Book <br />

Centers, B2S, Prae Pittaya and etc. <br />

1.2 Convenience stores e.g. Seven Eleven, <br />

Book Smile and etc. <br />

1.3 General bookstands<br />

2. Marketing Activities e.g. organize job and <br />

education fairs, open booths and participate <br />

in various events e.g. Book Fair, Architect <br />

Fair, Motor Expo and etc.<br />

3. Memberships i.e. apply for a membership of <br />

daily and weekly newspapers, weekly and <br />

monthly magazines.<br />

Business Opportunities <br />

<br />

<br />

<br />

Given consumer behavior who want to receive<br />

various kinds of new information coupled with<br />

technology that plays an important role i.e. almost<br />

turning the society into a digital era, WATTA has<br />

realized the importance of information that will bring<br />

in an opportunity to respond to such needs. A large<br />

number of information sources are systematically kept<br />

and ready to send out to consumers through digital<br />

media. The speed of technology will be the key<br />

advantage in accessing and exploiting more opportunity<br />

than others. As such, WATTA is the media that<br />

constantly update, matches every need, accesses every<br />

gender and age, covers daily life for the entire 24<br />

hours. WATTA is preparing to become a content<br />

provider that provides information and news, especially<br />

such contents that WATTA is very good at, and<br />

present to the right media. Moreover, WATTA has<br />

taken the benefit of leading brands’ popularity to<br />

make the decision easy for the business owners of<br />

products and services in placing the advertisements.<br />

Hopefully, this will also make it convenient for<br />

consumers to make the decision in buying products.<br />

In the mean time, WATTA is ready to enter into<br />

other types of media, particularly online media in<br />

order to accommodate growing numbers of internet<br />

users by joining forces with strategic partners within<br />

and outside the group.<br />

71<br />

<strong>CS</strong> LOXINFO


Major Developments<br />

<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited (the Company<br />

or <strong>CS</strong>L), formerly known as <strong>CS</strong> Communications<br />

Company Limited, was established on 20 July 1994<br />

with its initial registered capital of Baht 10 million as a<br />

joint venture of CAT Telecommunication Public<br />

Company Limited (CAT) and Shin Satellite Public<br />

Company Limited (SSA), with a holding percentage of<br />

49% and 51%, respectively. The Company was granted<br />

a concession to provide television signal and internet<br />

access via satellite for a period of 22 years from <br />

9 August 1994 to 8 August 2016. Further, in 1997,<br />

the Company was granted a concession from CAT to<br />

provide commercial internet service access services via<br />

landline and satellites for a period of 10 years ending<br />

<strong>2007</strong> under the name of “<strong>CS</strong> <strong>LoxInfo</strong>”. However, at<br />

present, licenses to provide internet service will be<br />

under authority of the National Telecommunications<br />

Commission (NTC). Moreover, the Company invested<br />

in subsidiary companies which provide other services,<br />

such as content, games, printing and publishing <br />

YellowPages in both online and off line, Audiotex <br />

via phone number 1900 and 1188, mobile content<br />

service, web portal service-hunsa.com and print classified<br />

directories business.<br />

<br />

In 2003, the Company changed its status from a<br />

limited company to a public limited company and listed<br />

on the Stock Exchange of Thailand on April 2004. The<br />

Company’s registered share capital as at 31 December<br />

<strong>2007</strong> comprised 661 ordinary shares of Baht 1 each<br />

and 627 million ordinary shares were fully paid-up. As<br />

at 24 August <strong>2007</strong>, the Company’s major shareholders<br />

are Shin Broadband Internet (Thailand) Company<br />

Limited (SBI), Singapore Telecommunication Limited<br />

(SingTel) and Phatra Securities Public Company<br />

Limited with a shareholding of 40% 13% and 8%,<br />

respectively. <br />

The Company, together with Loxley Information<br />

Service Company Limited were granted a 1-year<br />

period license from National Telecommunications<br />

Commission (NTC) to operate internet access services<br />

from 8 September <strong>2007</strong> to 7 September 2008 and 29<br />

June <strong>2007</strong> to 28 June 2008. Moreover, The Company<br />

also received Type II IIG license and Type III license<br />

from NTC to provide internet access services for 5<br />

years and 15 years from 26 April <strong>2007</strong> to 25 April<br />

2012 and from 20 December <strong>2007</strong> to 19 December<br />

2022, respectively. Under NTC’s conditions, if the<br />

authorized licensee is not significantly in violation of<br />

the conditions as specified in the license, NTC will<br />

renew the license immediately. <br />

72<br />

<strong>CS</strong> LOXINFO


The Company’s Progress <br />

and Development <br />

<br />

<br />

<br />

<br />

<br />

<br />

March 2003<br />

The Company acquired 24.5 million shares of Loxley Information Services Company<br />

Limited (“LoxServe”) at Baht 10 each (representing a 94.19% shareholding) from Point<br />

Asia Dot Com (Thailand) Company Limited (“PA”) by issuing 24.5 million additional<br />

ordinary shares at Baht 10 each to PA and a group of shareholders of PA.<br />

<br />

March 2004<br />

The Company acquired TMC from SHIN and SingTel at the total price of Baht 507<br />

million, which represents a shareholding of 63.25% of TMC’s share capital. TMC has<br />

been granted rights in publishing and advertising of telephone directories from TOT<br />

Corporation Public Company Limited (TOT). In addition, TOT had the right to sell its<br />

shares of TMC to the Company at a price not lower than the selling price of SHIN and<br />

SingTel within 1 year as from 12 February 2004.<br />

<br />

April 2004<br />

The Company registered additional issued and paid-up share capital with the<br />

Ministry of Commerce from 500 million shares at a par value of Baht 1 each to 625<br />

million shares at par value of Baht 1 each. The additional ordinary shares were issued and<br />

offered to the public and entered into registration in the Securities and Exchange of<br />

Thailand on 8 April 2004 with an IPO price of Baht 9 each. <br />

<br />

September 2004<br />

TMC entered into an Audiotex agreement with TOT for a period of 15 years to<br />

provide information, news and entertainment programs via telephone and fax number 1900<br />

and 1188, 24 hours per day, using operators. TMC started provide 1900 service and 1188<br />

service on November 2004 and December 2004, respectively. <br />

<br />

June 2005<br />

The Company further acquired ordinary shares and preferred shares of Teleinfo<br />

Media Public Company Limited (TMC) (previously named Teleinfo Media Company<br />

Limited) for the total of 26 million shares at Baht 25 per share (equivalent to 36.75%<br />

shareholding) from TOT Public Company Limited (previously named TOT Corporation<br />

Public Company Limited) with the payment conditions: <br />

• The first payment of Baht 20 per share paid by June 29, 2005.<br />

• The second payment of Baht 5 per share paid within 30 days after auditor <br />

(approved by SEC), certified the financial statement of TMC for the accounting <br />

year period ended <strong>2007</strong> and the aggregated revenues of TMC for the accounting <br />

year period 2006 and <strong>2007</strong> is equal to or higher than Baht 2,000 million.<br />

73<br />

<strong>CS</strong> LOXINFO


August 2005<br />

TMC’s extraordinary general shareholder meeting No. 2/2005 approved:-<br />

• The conversion of TMC’s status from a limited company into a public company <br />

limited and change the name to Teleinfo Media Public Company Limited. <br />

• TMC decreased its capital by a total of Baht 521 million from the registered <br />

capital of Baht 694 million to Baht 174 million by way of reducing the number of <br />

ordinary shares and preferred shares at par value per share of Baht 10 from 40 <br />

million shares and 12 million shares, respectively in order to eliminate its <br />

remaining retained loss and repay the residual of the decreased portion to <br />

shareholders whose capital was reduced.<br />

<br />

April 2006<br />

The Company acquired 28 million ordinary shares of AD Venture Company Limited<br />

(ADV), a holding company which held 70% stakes in Shinee Dot Com (“Shinee”) from<br />

SHIN, equivalent to 51% of share capital of ADV at the total price of Baht 18 million.<br />

<br />

July 2006<br />

The Company acquired 5 million ordinary shares of ADV, equivalent to 9.09% of<br />

share capital of ADV at the total price of Baht 3.2 million from Mitsubishi Corporation<br />

and Mitsubishi Company (Thailand) Limited. After this acquisition, the Company held<br />

60.09% of the share capital of ADV.<br />

<br />

August 2006<br />

The Board of Directors’ meeting of the Company No. 6/2006 passed a resolution to<br />

approve the interim dividend of Baht 0.60 per share totaling Baht 375 million or 333%<br />

dividend payout as compared to 2006 half-year operating results. This high dividend<br />

payment consisted of half-year normal performance dividend Baht 0.18 per share plus one<br />

time special dividend which resulted from the adoption of Thai Accounting Standard No.<br />

56: “Accounting for Income Taxes”.<br />

<br />

September 2006<br />

The Company acquired additional 22 million ordinary shares of ADV, equivalent to<br />

39.91% of share capital of ADV at the total price of Baht 14.05 million from SHIN. After<br />

this acquisition, the Company held 99.99% of the share capital of ADV.<br />

<br />

February <strong>2007</strong> <br />

The Company acquired additional 0.5 million ordinary shares in LoxServe from CAT<br />

and its employees at Baht 12.90 per share, representing a total price of Baht 6.2 million.<br />

After this acquisition, the Company held 96.05% of the share capital of LoxServe.<br />

74<br />

<strong>CS</strong> LOXINFO


April <strong>2007</strong><br />

• The <strong>2007</strong> general shareholders’ meeting of the Company passed a resolution to <br />

approve the transfer of the legal reserve fund of Baht 46 million and the reserve <br />

fund in excess of the par value of Baht 574 million to offset the Company’s <br />

accumulated losses from changing the accounting method in recording investments<br />

• The Company acquired 0.1 million common shares of Watta Classified Company <br />

Limited (“WATTA”), a Print Classifies Directories Business, equivalent to 60% of <br />

share capital of WATTA at the total price of Baht 88 million.<br />

<br />

May <strong>2007</strong> <br />

The Company acquired additional 1 million ordinary shares in LoxServe from Point<br />

Asia Dot Com (Thailand) Company Limited at Baht 2.02 per share, representing a total<br />

price of Baht 2 million. After this acquisition, the Company held 99.86% of the share<br />

capital of LoxServe.<br />

<br />

August <strong>2007</strong><br />

• The Board of Directors’ meeting of the Company No. 7/<strong>2007</strong> passed a resolution <br />

to approve the shares repurchase program for financial management purpose <br />

(Treasury Stock Program) with a maximum number of shares repurchased up to <br />

51.7 million shares or equal to not more than 8.3% of total paid-up capital of the <br />

Company at the maximum amount not exceeding Baht 225 million in order to <br />

manage the Company’s excess liquidity and increase the return on equity (ROE). <br />

The repurchase period was started on 27 August <strong>2007</strong>. However, As of November <br />

22, <strong>2007</strong> the Company could achieve the number of share repurchased of the <br />

Project under The Board of Directors’ resolution.<br />

• ADV and SHINEE registered reduced issued and paid-up share capital with the <br />

Ministry of Commerce from 55 million shares and 19 million shares (par value of <br />

Baht 10 each), respectively to 17 million shares and 8 million shares (par value of <br />

Baht 10 each), respectively.<br />

<br />

January 2008<br />

ADV which is the subsidiary of the Company acquired additional 2.4 million<br />

common shares of SHINEE, equivalent to 30% of share capital of SHINEE at the total<br />

price of Baht 15.1 million from Mitsui & Co.,Ltd (Mitsui). After this acquisition, ADV<br />

held 99.99% of the share capital of SHINEE.<br />

<br />

<br />

75<br />

<strong>CS</strong> LOXINFO


Risk Factors<br />

<br />

Industry Risk<br />

<br />

• Risk arising out of the liberalization of the<br />

telecommunication industry<br />

Risk arising out of the liberalization of the<br />

telecommunication industry may have an impact on the<br />

internet service business, which accounts for about<br />

60% of the Company‘s total revenues. The National<br />

Telecommunication Commission (NTC) started to<br />

issue licenses to operate the telecommunication<br />

business for operators with their own network (Type<br />

II & Type III) in 2006 resulting in an increase in the<br />

number of internet users and in turn competition,<br />

which will have an impact on the Company’s<br />

operation going forward in terms of both revenues<br />

and market share. Therefore, in order to mitigate such<br />

risk arising out of industry liberalization, the<br />

Company has adapted its strategy to focus on<br />

providing better quality and services for various types<br />

of customers, particularly for corporate clients whom<br />

the Company has confidence in their potential for<br />

high consumption and constant growth rate. In<br />

addition, the Company has also applied for a license<br />

to operate the telecommunication business in various<br />

types to rely on other business operators as little as<br />

possible, which is deemed as a way to control the<br />

quality of services.<br />

<br />

• Risk arising out of the advertising industry’s growth <br />

Risk arising out of the advertising industry’s<br />

growth may have an impact on TMC and WATTA,<br />

which contributes about 35% of the Group’s total<br />

revenues. As the main source of revenue of the<br />

publishing business derives from selling advertising,<br />

76<br />

<strong>CS</strong> LOXINFO


during economic slowdown, which undermines<br />

consumer confidence for spending and investment, the<br />

result will be a decline in the growth of the<br />

advertising industry. Fully aware of such effect, TMC<br />

and WATTA have thus developed new publishing<br />

products to expand their customer base, support<br />

business growth and minimize the impact from the<br />

advertising industry risk which may be stagnant from<br />

time to time.<br />

• Risk arising out of the change in customer<br />

behavior on add-on services for mobile phones <br />

Risk arising out of the change in customer<br />

behavior toward add-on services for mobile phone<br />

may have an impact on SHINEE, which contributes<br />

about 5% of the Group’s total revenues. The main<br />

target customers of SHINEE are the group of people<br />

who not only admire technology and fashion products<br />

but also constantly change their preferences. Since<br />

mobile phone users nowadays can send-receive<br />

pictures or songs from computer directly to mobile<br />

phone, SHINEE may be at risk from a change in<br />

service behavior of customers who are capable of<br />

creating their own contents and entertainment or want<br />

new information or services that SHINEE does not<br />

have. Given such risk, SHINEE has thus placed a<br />

great emphasis on improving services offering more<br />

variety on a continuous basis by setting up a unit<br />

whose duty is to conduct a regular survey to assess<br />

customer needs so that SHINEE can develop products<br />

and services that match the change in customer<br />

behavior particularly on the use of services in the<br />

future. <br />

<br />

Competition Risk <br />

• Risk arising out of intense competition in the<br />

internet service business <br />

As a result of the liberalization of the<br />

telecommunication industry,the internet service<br />

business has encountered greater competition,<br />

particularly in the consumer market. During the past<br />

year, many competitors have used pricing strategies or<br />

marketing activities heavily and continually to attract<br />

customers and at the same time expand market share.<br />

The Company was pushed to pick up the pace in<br />

adjusting itself for survival in such an industry<br />

condition. Consequently, the Company has adapted its<br />

strategy to focus on particularly marketing, especially<br />

for corporate clients. The Company’s stance on this<br />

regard is to provide quality of services and not<br />

compete on price to avoid any impact from such a<br />

condition on the Company’s performance. <br />

<br />

Technological <br />

Change Risk <br />

• Risk arising out of the internet technology change <br />

At present, internet technology has been changing<br />

constantly and rapidly. In particular this has occurred<br />

for the speed of hi-speed internet connections, a<br />

service that is gaining its popularity, and an ongoing<br />

development of other types of connection technology<br />

e.g. WiMax, WiBro (Wireless Broadband) or Mobile<br />

WiMax. Mobile WiMax is a mobile communication<br />

system which is at the same standard level as WiMax<br />

that enables the users to connect to the internet with<br />

mobile devices anytime anywhere even when traveling.<br />

In such case, a technology of Voice over Internet Protocal<br />

77<br />

<strong>CS</strong> LOXINFO


(VoIP) would save a lot of money from call charges,<br />

especially long distance calls both domestically and<br />

internationally. In the event that the Company cannot<br />

develop new service types that are corresponding to the<br />

change in technology, it may be at a disadvantage<br />

against its competitors in terms of services. Therefore,<br />

in order to minimize such risk, the Company plans to<br />

continue developing and improving its service types<br />

that are able to respond to consumer needs. However,<br />

the Company’s investment policy in technology must<br />

be in line with short-term and medium-term needs<br />

so that it allows greater flexibility in search of better<br />

technology and lower cost to improve or develop new<br />

services going forward. The Company currently holds<br />

a license to operate WiFi internet services. <br />

<br />

<br />

Human Resources Risk<br />

• Risk from being dependent upon key personnel<br />

The Company’s business is characterized as a<br />

specific business that needs to rely on knowledge,<br />

capability, skill and experience of key personnel. In<br />

case the Company loses key management and<br />

employees, it may have an impact on the Company’s<br />

operations going forward. Nonetheless, the Company<br />

has set a policy that gives a importance to human<br />

resources by setting aside a budget for training and<br />

development of employees at all levels. At the same<br />

time, the Company places a great emphasis on<br />

building corporate culture as well as improving<br />

compensation, working environment, and incentive<br />

schemes to properly attract employees. <br />

In addition, the Company has issued and offered<br />

warrants aiming to boost its employees’ performance,<br />

i.e. to work hard to create maximum value for the<br />

Company, and retain them to work for the Company<br />

in the long term.<br />

78<br />

<strong>CS</strong> LOXINFO


Related Party Transactions<br />

In 2006 and <strong>2007</strong>, the Company and its subsidiaries entered into a number of transactions with related parties that<br />

may have conflicts of interest with the Company and its subsidiaries. These connected transactions arose in the ordinary<br />

course of doing business and according to normal trade conditions. Significant related transactions between the Company,<br />

its subsidiaries, and related companies are as follows:- <br />

<br />

Related Party Transactions that may lead to Conflicts of Interest<br />

Summary of Transactions<br />

<br />

<br />

Transaction Description Amount Dec 31,2006 (Million Baht) Amount Dec 31,<strong>2007</strong> (Million Baht)<br />

<br />

Shin<br />

Corporation<br />

Group<br />

Shin Corporation Group<br />

Related Company<br />

<br />

<br />

Shin Satellite Public<br />

Co., Ltd. (SSA)<br />

<br />

<br />

Telecommunication<br />

satellite services<br />

operator<br />

Relationship<br />

SHIN holds 41.28%<br />

shares in this company<br />

with shared directors<br />

Loxley<br />

Group<br />

SingTel<br />

Group<br />

- Sales and services<br />

income <br />

<br />

<br />

- Other income<br />

<br />

- Expenses<br />

- Trade accounts<br />

receivable and<br />

others<br />

- Trade accounts<br />

payable and <br />

others<br />

<br />

<br />

Total<br />

Amount <br />

(Million Baht)<br />

Shin<br />

Corporation<br />

Group<br />

Dec 31, 2006 Dec 31, <strong>2007</strong><br />

Loxley<br />

Group<br />

SingTel<br />

Group<br />

Total sales and services income 235.35 8.75 3.34 247.44 203.14 6.75 2.57 212.46<br />

Total other income 0.78 - - 0.78 0.72 - - 0.72<br />

Total expenses 216.62 7.78 7.16 231.56 239.38 7.12 2.50 249.00<br />

Total trade accounts receivable <br />

and others 62.83 4.41 1.42 68.66 43.81 0.60 0.84 45.25<br />

Total trade accounts payable <br />

and others 36.38 2.28 0.81 39.47 37.79 0.54 - 38.33<br />

Total others current asset 8.34 - - 8.34 0.71 - - 0.71<br />

Total other current liability - - - - 12.00 - - 12.00<br />

<br />

Description<br />

<br />

25.04<br />

<br />

<br />

0.75<br />

<br />

48.52<br />

<br />

<br />

26.42<br />

<br />

<br />

7.93<br />

<br />

19.95<br />

<br />

<br />

0.68<br />

<br />

55.05<br />

<br />

<br />

17.49<br />

<br />

<br />

6.57<br />

Reasons<br />

Total<br />

The Company rented transponders on<br />

Thaicom satellites, which is the only<br />

operator in Thailand.<br />

<br />

- Revenue from uplink, internet leased<br />

line services charges and Brochure<br />

advertising IPSTAR<br />

- Revenues from Broadband IP<br />

Transmission Commission<br />

- IPSTAR technical services charges<br />

<br />

<br />

- Accounts receivable for the uplink and<br />

internet leased line services charges<br />

<br />

- Accounts payable for IPSTAR <br />

technical services charges<br />

79 <strong>CS</strong> LOXINFO


Related Company<br />

<br />

<br />

Shin Broadband Internet<br />

(Thailand) Co., Ltd.<br />

(SBI)<br />

<br />

Internet related services<br />

provider; the website,<br />

server co-location<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Advanced Info Services<br />

Plc. (AIS)<br />

<br />

<br />

Mobile phone operator<br />

<br />

Relationship<br />

The major<br />

shareholder of <br />

the Company at<br />

39.89%. SSA<br />

holds 99.99%<br />

shares in this<br />

company<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

SHIN holds<br />

42.72% shares in<br />

this company with<br />

shared directors <br />

<br />

<br />

<br />

Description<br />

<br />

<br />

<br />

- Sales and<br />

services income <br />

<br />

<br />

- Expenses<br />

- Trade accounts<br />

receivable and<br />

others<br />

<br />

- Trade accounts<br />

payable and others<br />

<br />

<br />

<br />

<br />

<br />

- Sales and<br />

services income <br />

<br />

- Expenses<br />

- Trade accounts<br />

receivable <br />

and others<br />

<br />

- Trade accounts<br />

payable and others<br />

<br />

<br />

Amount<br />

(Million Baht)<br />

Dec 31, 2006 Dec 31, <strong>2007</strong><br />

<br />

<br />

18.17<br />

<br />

<br />

15.36<br />

<br />

<br />

2.54<br />

<br />

<br />

6.56<br />

<br />

<br />

<br />

<br />

<br />

<br />

167.96<br />

<br />

4.43<br />

<br />

<br />

31.08<br />

<br />

<br />

0.35<br />

<br />

<br />

1.91<br />

<br />

<br />

0.73<br />

<br />

<br />

1.60<br />

<br />

<br />

0.02<br />

<br />

<br />

<br />

<br />

<br />

<br />

169.02<br />

<br />

6.04<br />

<br />

<br />

22.73<br />

<br />

<br />

2.30<br />

<br />

Reasons<br />

The transactions were for<br />

purchases and sales IPSTAR.<br />

<br />

<br />

<br />

- Revenue from monthly internet<br />

services charges and selling<br />

IPSTAR equipment<br />

<br />

- Cost of IPSTAR equipment<br />

<br />

<br />

- Accounts receivable for monthly<br />

internet services charges<br />

<br />

- Accounts payable for IPSTAR<br />

equipment<br />

<br />

The Company used mobile phone<br />

servicess from AIS. <br />

<br />

<br />

- Revenue from monthly internet<br />

and revenue sharing<br />

- Airtime of mobile phone<br />

<br />

<br />

- Accounts receivable for monthly<br />

internet services charges<br />

<br />

- Accounts payable for airtime of<br />

mobile phone<br />

<br />

80<br />

<strong>CS</strong> LOXINFO


Related Company<br />

<br />

<br />

<br />

Advanced Datanetwork<br />

Communication Co., Ltd.<br />

(ADC)<br />

<br />

Telephone line rental for<br />

Internet connection<br />

services provider<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Matchbox Co., Ltd.<br />

(SMB)<br />

<br />

<br />

<br />

<br />

Advertising agency<br />

<br />

<br />

<br />

Relationship<br />

AIS holds 51%<br />

shares in this<br />

company with<br />

shared directors<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Shin holds 99.96%<br />

shares in this<br />

company with<br />

shared director<br />

<br />

<br />

<br />

Description<br />

- Sales and<br />

services income <br />

<br />

- Other income<br />

- Expenses<br />

<br />

<br />

- Trade accounts<br />

receivable and<br />

others<br />

<br />

- Trade accounts<br />

payable and others<br />

<br />

- Advance payment<br />

<br />

<br />

We provide internet<br />

services, and have<br />

a monthly charge.<br />

We use SMB as<br />

our Advertising<br />

agency.<br />

- Sales and services<br />

income <br />

<br />

- Expenses<br />

- Trade accounts<br />

receivable and<br />

others<br />

<br />

- Trade accounts<br />

payable and others<br />

<br />

<br />

Amount<br />

(Million Baht)<br />

Dec 31, 2006 Dec 31, <strong>2007</strong><br />

<br />

6.77<br />

<br />

0.03<br />

119.63<br />

<br />

<br />

<br />

<br />

0.50<br />

<br />

<br />

18.79<br />

<br />

8.34<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

2.22<br />

<br />

17.92<br />

<br />

<br />

0.19<br />

<br />

<br />

2.34<br />

<br />

<br />

<br />

1.60<br />

<br />

0.04<br />

165.63<br />

<br />

<br />

<br />

<br />

0.10<br />

<br />

<br />

27.29<br />

<br />

0.71<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

1.08<br />

<br />

7.21<br />

<br />

<br />

0.19<br />

<br />

<br />

1.61<br />

Reasons<br />

The transactions were for the Company<br />

to rent and connect telephone lines in<br />

domestic and international link of<br />

internet connection services.<br />

<br />

- Revenue from monthly internet<br />

services charges <br />

- Other services charges<br />

- Telephone lines and international<br />

link for provisioning of internet<br />

connection services <br />

<br />

<br />

- Accounts receivable for monthly<br />

internet services charges<br />

<br />

- Accounts payable for telephone<br />

lines and international link<br />

- Services charges on the internet<br />

network and fiber optic<br />

<br />

SMB is a company in the Group that<br />

we use it as our agent in having<br />

advertisement in various media for<br />

the customers to use our servicess.<br />

The fees were at the market rate.<br />

<br />

<br />

- Revenue from monthly internet<br />

services charges<br />

- Advertising expenses<br />

<br />

<br />

- Accounts receivable for internet<br />

services charges<br />

<br />

- Accounts payable for advertising<br />

expenses<br />

<br />

81 <strong>CS</strong> LOXINFO


Related Company<br />

<br />

Relationship<br />

<br />

Other related companies The affiliates in<br />

SHIN Group with<br />

shared directors<br />

Description<br />

- Sales and<br />

services income <br />

<br />

- Expenses<br />

<br />

<br />

- Trade accounts<br />

receivable and<br />

others<br />

<br />

- Trade accounts<br />

payable and<br />

others<br />

<br />

<br />

- Other current<br />

liability<br />

<br />

<br />

<br />

Amount<br />

(Million Baht)<br />

Dec 31, 2006 Dec 31, <strong>2007</strong><br />

<br />

15.19<br />

<br />

10.76<br />

<br />

<br />

<br />

<br />

2.10<br />

<br />

<br />

<br />

0.41<br />

<br />

<br />

<br />

-<br />

<br />

9.58<br />

<br />

4.72<br />

<br />

<br />

<br />

<br />

1.70<br />

<br />

<br />

<br />

- <br />

<br />

<br />

<br />

12.00<br />

Reasons<br />

<br />

- Revenue from monthly internet<br />

services charges<br />

- Expenses on computer<br />

programs, services charges, <br />

and others<br />

<br />

<br />

- Accounts receivable for monthly<br />

internet services charges<br />

<br />

<br />

- Accounts payable for computer<br />

programs, services charges, <br />

and others<br />

<br />

- Short-term loan<br />

<br />

82<br />

<strong>CS</strong> LOXINFO


Loxley Group<br />

Related Company<br />

<br />

Loxley Public Co., Ltd.<br />

(Loxley)<br />

<br />

Importer and distributor<br />

of goods and technology<br />

products<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Other related companies<br />

<br />

Relationship<br />

Holding in the<br />

Company with<br />

shared directors<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

The affiliates <br />

in the group <br />

with shared<br />

directors<br />

Description<br />

- Sales and<br />

services income <br />

<br />

- Expenses<br />

- Trade accounts<br />

receivable and<br />

others<br />

- Trade accounts<br />

payable and<br />

others<br />

<br />

<br />

<br />

<br />

- Sales and<br />

services income <br />

<br />

- Expenses<br />

<br />

- Trade accounts<br />

receivable and<br />

others<br />

<br />

- Trade accounts<br />

payable and <br />

others<br />

<br />

<br />

Amount<br />

(Million Baht)<br />

Dec 31, 2006 Dec 31, <strong>2007</strong><br />

<br />

2.86<br />

<br />

6.94<br />

<br />

<br />

0.41<br />

<br />

<br />

2.23<br />

<br />

<br />

<br />

<br />

<br />

5.89<br />

<br />

0.84<br />

<br />

<br />

<br />

4.00<br />

<br />

<br />

<br />

0.05<br />

<br />

<br />

2.47<br />

<br />

6.50<br />

<br />

<br />

0.26<br />

<br />

<br />

0.54<br />

<br />

<br />

<br />

<br />

<br />

4.28<br />

<br />

0.62<br />

<br />

<br />

<br />

0.34<br />

<br />

<br />

<br />

-<br />

Reasons<br />

The Company rent office spaces <br />

at Sua Pah building.<br />

<br />

<br />

- Revenue from monthly internet<br />

services charges<br />

- Rental space at Sua Pah building<br />

<br />

<br />

- Accounts receivable for monthly<br />

internet services charges<br />

<br />

- Accounts payable for rental space<br />

<br />

<br />

<br />

<br />

<br />

- Revenue from monthly internet<br />

services charges<br />

- Office rental and repair &<br />

maintenance computer<br />

<br />

<br />

- Accounts receivable for monthly<br />

internet services charges<br />

<br />

<br />

- Accounts payable for office rental<br />

<br />

83 <strong>CS</strong> LOXINFO


Singapore Telecommunications Limited Group<br />

Related Company <br />

Other related companies <br />

Relationship<br />

SingTel own<br />

13.41% of the<br />

Company’s <br />

share capital<br />

Description<br />

- Sales and services<br />

income <br />

<br />

- Expenses<br />

- Trade accounts<br />

receivable and<br />

others<br />

- Trade accounts<br />

payable and<br />

others<br />

<br />

Amount<br />

(Million Baht)<br />

Dec 31, 2006 Dec 31, <strong>2007</strong><br />

<br />

3.34<br />

<br />

7.16<br />

<br />

<br />

1.42<br />

<br />

<br />

0.81<br />

<br />

2.57<br />

<br />

3.88<br />

<br />

<br />

0.84<br />

<br />

<br />

-<br />

Reasons<br />

The Company provides internet<br />

servicess and has a monthly based<br />

services charge. It also operates the<br />

international link.<br />

<br />

- Revenue from monthly internet<br />

services charges<br />

- Cost of international links<br />

<br />

<br />

- Accounts receivable for monthly<br />

internet services charges<br />

<br />

- Accounts payable for international<br />

link <br />

The Necessity and Reasonableness of Transactions<br />

<br />

Transaction Description<br />

Revenues from monthly internet services fees<br />

Revenues from transponder services, internet subscriber line fees, and<br />

broadband link services fees<br />

Receivable and payable interest<br />

Revenues and cost of agency and other commission fees<br />

Technical services fees for IPSTAR and operating costs<br />

Cost of server maintenance and operating costs<br />

Telephone line rental fees for provision of internet connection<br />

Advertising fees, telephone charges, computer program fees, accounting<br />

program fees and office rental fees<br />

Space rental fees and server co-location, and domain name registration fees<br />

Communication equipment maintenance fees and communication equipment<br />

rental fees<br />

<br />

Price Policy<br />

At market price<br />

<br />

Cost plus appropriated profits<br />

At market price<br />

Cost plus appropriated profits<br />

At market price<br />

At market price<br />

At market price<br />

<br />

At market price<br />

At market price<br />

<br />

At market price<br />

The above transactions have already been considered and agreed to the Company’s audit committee at the <br />

2/2551 meeting held on February 19, 2008 with the opinion that such related transactions at present are part of normal<br />

business operations which support the group’s business and are in its best interests. Consequently, the said transactions as<br />

per details above are necessary and reasonable and the return thereof is determined in consideration of appropriate market<br />

price or cost plus profit (Cost Plus).<br />

84<br />

<strong>CS</strong> LOXINFO


Connected Transaction Approval Procedure <br />

<br />

In the connected transaction approval procedure, for the transactions that are normal business operations,<br />

such as internet services and telephone line rental and etc., the Company will set up conditions according to<br />

normal business practice using the market price normally charged to general customers or a determined price<br />

taking into account the actual cost incurred plus reasonable profit which is the rate charged to general<br />

customers. The Company will have its audit committee, or its auditor, or a specialist provide an opinion on the<br />

reasonableness of the transaction and price suitability. <br />

As for other connected transactions, the Company will set up conditions according to normal business<br />

practice and the market price applicable to general customers will be used. If the market price is not available,<br />

the Company will cause an independent expert to obtain appropriate price and condition for the best benefits of<br />

the Company and its shareholders. Before taking such action, the Company has to obtain approval from the<br />

Board of Directors or shareholders as appropriate. The Company will have its audit committee, or its auditor,<br />

or a specialist provide an opinion on the reasonableness of the transaction and price suitability in approving the<br />

connected transaction to support the decision of the Company’s Board of Directors or shareholders as the case<br />

may be.<br />

The Company complies with the regulations of the SEC and SET on information disclosure of<br />

connected transactions, acquisition of major assets of the Company and its affiliates, and the accounting<br />

standards established by Federation of Accounting Profession.<br />

<br />

Policies and Future Trend of Connected Transactions<br />

<br />

It is projected that connected transactions in the future will still consist of normal business operations.<br />

Future connected transactions shall be in accordance with the above approval procedure. <br />

85 <strong>CS</strong> LOXINFO


Management’s Discussion and Analysis<br />

<br />

The Company had a net <br />

profit from normal operating<br />

amounting to Baht 226 million<br />

or 6% from 2006. This has<br />

come from an increase of net<br />

profits from Internet access<br />

services and TMC<br />

Overview<br />

<br />

The Company had a net profit of Baht 261 million or Baht 0.42 per share, an increase of Baht 48<br />

million or 23% from 2006. This comprises of net profit from normal operating amounting to Baht 226<br />

million and net profit from an adjustment on its financial statements about an investment of Teleinfo Media<br />

Public Company Limited (“TMC”) totaling Baht 35 million. <br />

The Company reported a consolidated operating income for <strong>2007</strong> of Baht 2,600 million, an increase<br />

of Baht 88 million or 4% from 2006. This was due to 100% recognition of Mobile Content business’s<br />

performance and from the investment in Watta Classified Company Limited (çWattaé) since Q2/<strong>2007</strong>.<br />

At the Board of Directors meeting held on 9 August <strong>2007</strong>, a resolution was passed to approve a share<br />

repurchase program to the maximum amount not exceeding Baht 225 million to utilize the Company’s<br />

excess liquidity and increase ROE. As of 22 November <strong>2007</strong> the total shares repurchased was 51.7 million<br />

shares or 8.3% of paid-up capital with total amount of Baht 222.1 million, achieving the number of shares<br />

repurchased for the Share Repurchase Project.<br />

Since Q1/<strong>2007</strong>, The Company has adopted The Thai Accounting Standard TAS 44 (amendment<br />

2006) and TAS 45 (amendment 2006). This amendment requires investments in subsidiaries and associates<br />

to be accounted for at cost (previously by equity method) in separate financial statements. As a result of the<br />

changes in the accounting policy, the Company will have an accumulated a loss of Baht 620 million.<br />

However, the Shareholders’ Meeting held on 23 April <strong>2007</strong> approved the transfer of the legal reserve fund<br />

of Baht 46 million and the reserve fund in excess of the par value of Baht 574 million to offset the<br />

Company’ s accumulated losses. The transaction has been presented in “Adjustment from compensation for<br />

deficit” in the statement of separate changes in shareholders’ equity for the year ending 31 December <strong>2007</strong>.<br />

<br />

Operating Results<br />

<br />

Comparison of the consolidated financial statement for the year ending 31 December <strong>2007</strong> to the<br />

consolidated financial statement for the same period of the previous year<br />

The Company reported a consolidated net profit for <strong>2007</strong> of Baht 261 million, an increase of Baht 48<br />

million or up 23% from 2006. In addition, the Company had a profit before interest expense and income tax<br />

of Baht 391 million, an increase of Baht 49 million or up 14% due to an increase of profit from Internet<br />

access services and the Publishing of the Thailand YellowPages and its Voice Info Service and net profit<br />

from an adjustment on its financial statements regarding an investment of TMC.<br />

Selected financial information<br />

(Unit : Million Baht)<br />

Description <strong>2007</strong> 2006 Variance (%)<br />

<br />

<br />

Cost of sales and service 1,382 1,365 1<br />

SG&A xepenses 827 805 3<br />

Operating profit 391 342 14<br />

Deferred income tax 130 119 9<br />

Net profit 261 213 23<br />

EPS (Baht) 0.42 0.34 24<br />

Revenue from dial-up and<br />

broadband services decreased<br />

by 42% and 11%, respectively<br />

while revenue from leased<br />

lines services increased by<br />

14% due to the Company<br />

having instead put more <br />

effort on sales and expanded<br />

customer base in business <br />

or corporate segment<br />

Total Revenue from sales and services <br />

In <strong>2007</strong>, the Company earned Baht 2,518 million in total revenues from sales and services, an<br />

increase of Baht 57 million, or 2%, over 2006. Details are as given below:- <br />

<br />

1) Revenue from Internet Access <br />

In <strong>2007</strong>, the revenue from internet access services was Baht 1,311 million, a decrease of Baht 29<br />

million, or 2% from 2006. The details are as follows:-<br />

• Revenue from leased lines services increased by Baht 111 million due to the Company having<br />

instead put more effort on sales and expanded customer base in business or corporate segment by<br />

concentrating on the quality of service and value added services, to respond to customer needs.<br />

86<br />

<strong>CS</strong> LOXINFO


Revenue from publishing<br />

Yellow Pages and Voice <br />

Info Services decreased <br />

6%. This resulted from <br />

launching the City <br />

Yellow Pages.<br />

Cost of sales and services<br />

increased by 1% due to cost<br />

of Mobile Content Service<br />

and Print Classified Business<br />

increased while cost of<br />

Internet Service and<br />

Publishing the Thailand<br />

YellowPages decreased.<br />

Costs from the Yellow <br />

Pages and Voice Info <br />

Service decreased by 16%<br />

from cost of publishing of<br />

some specific handbooks<br />

<br />

• Revenue from dial up and broadband internet services decreased by Baht 108 million and Baht 32<br />

million, respectively. This was due to some customers having migrated to lower priced broadband of<br />

incumbent telecom operators. <br />

<br />

2) Revenue from Publishing Yellow Pages and Voice Info Service <br />

In <strong>2007</strong>, the Company recognized revenue from the publishing of Thailand YellowPages, and Voice<br />

Info Service amounting to Baht 861 million, a decrease of Baht 56 million or 6% as compared to 2006,<br />

amounting to Baht 917 million. This resulted from a decrease of the sale of advertising space in the specific<br />

books (Thailand Export-Import Yellow Pages and Visitors’ Guide to Thailand Guidebook). Therefore, the<br />

Company having instead put more effort in developing new products emphasizing the sale of advertising<br />

space in sub-community areas. However, these projects were still on developing processes, so its revenue<br />

cannot cover the decrease of the sale of advertising space in such specific books. The Company had further<br />

expanded the Publishing Yellow Pages Service into City Yellow Pages (City Pages) in order to better<br />

facilitate specific lifestyles in each city area. At the end of year <strong>2007</strong>, the Company had launched two<br />

volumes of City Yellow Pages (Nonthaburi Book and Pathumthani Book). Moreover, the Company plans to<br />

expand this City Yellow Pages into other potential provinces of Thailand.<br />

<br />

3) Revenue from Mobile Content Service<br />

In <strong>2007</strong>, the Company recognized revenue from Mobile Content Service of Baht 147 million, an<br />

increase of Baht 44 million or 43% over 2006 because the Company recognized 100% of Mobile Content<br />

Service revenue in this year. Incidentally, the Company recognized only 51%, 60% and 100% of Mobile<br />

Content Service revenue in Q2/2006, Q3/2006 and Q4/2006, respectively.<br />

<br />

4) Revenue from Print Classified Business<br />

The Company recognized revenue from Print Classified Business for <strong>2007</strong> of Baht 133 million. This<br />

was due to an investment in Watta Classified Company Limited since Q2/<strong>2007</strong>.<br />

<br />

Cost of sales and services<br />

<br />

In <strong>2007</strong>, the Company had total costs of Baht 1,382 million, an increase of Baht 17 million or 1%<br />

over 2006, which had amounted to Baht 1,365 million. This was due to an increased cost from Mobile<br />

Content Service and Print Classified Businesses. Coincidentally, cost of Internet Service and Publishing the<br />

Thailand YellowPages decreased. Details are as given below:-<br />

<br />

1) Cost of Internet services <br />

In <strong>2007</strong>, costs associated with internet services was Baht 896 million, decreasing Baht 47 million or<br />

5% over 2006, amounting to Baht 943 million, because of efficient network rental cost management and the<br />

decrease of rental cost of telephone lines due to revenue from dial up decreasing.<br />

<br />

2) Cost of Voice Info Service and Publishing of the Yellow Pages <br />

In <strong>2007</strong>, the Company recognized costs from the Yellow Pages and Voice Info Service amounting to<br />

Baht 289 million, a decrease of Baht 54 million or 16% from 2006, amounting to Baht 343 million. This<br />

resulted from a decrease of costs of some specific handbooks.<br />

<br />

3) Cost of Mobile Content Service<br />

In <strong>2007</strong>, the Company recognized revenue from Mobile Content Service of Baht 89 million, an<br />

increase of Baht 32 million or 56% over 2006 because the Company recognized 100% of costs from Mobile<br />

Content Services this year. Incidentally, the Company recognized only 51%, 60% and 100% of cost from<br />

Mobile Content Service in Q2/2006, Q3/2006 and Q4/2006, respectively.<br />

<br />

4) Cost of Print Classified Business<br />

The Company recognized costs from Print Classified Business for <strong>2007</strong> of Baht 90 million. This was<br />

due to an investment in Watta Classified Company Limited since Q2/<strong>2007</strong>.<br />

<br />

87 <strong>CS</strong> LOXINFO


Selling and administrative<br />

expenses increased by 3%<br />

from Mobile Content <br />

Service and Print Classified<br />

Business. Coincidentally,<br />

selling and administrative<br />

expenses of Internet service<br />

and Publishing the Thailand<br />

YellowPages decreased.<br />

Gross Profit and net profit<br />

increased of 4% and 23%,<br />

respectively, because of <br />

the increase in revenues<br />

from leased line services,<br />

efficient network rental <br />

cost management, <br />

and the decrease in <br />

marketing expenses.<br />

Selling and Administrative Expenses<br />

The Company had total selling and administrative expenses during <strong>2007</strong> of Baht 827 million, an<br />

increase of Baht 22 million or 3% over 2006, amounting to Baht 805 million. This was due to the increase of<br />

selling and administrative expenses for Mobile Content Service and Print Classified Business. Coincidentally,<br />

selling and administrative expenses of Internet service and Publishing the Thailand YellowPages decreased.<br />

Details are as given below:-<br />

<br />

1) Selling and administrative expenses of Internet services <br />

Selling and administrative expenses of internet services in <strong>2007</strong> was Baht 312 million, a decrease of<br />

Baht 10 million, or 3% over 2006, which had amounted to Baht 322 million, due to the Company had<br />

concentrated on marketing directly to corporate customers, rather than individual customers. This way, the<br />

Company could reduce a lot of marketing and advertising expenses.<br />

<br />

2) Selling and Administrative Expenses of the Yellow Pages and Voice Info Service<br />

The Company recognized selling and administrative expenses of publishing of the Yellow Pages in<br />

<strong>2007</strong> of Baht 406 million, a decrease of Baht 38 million or 9% over 2006, which had been Baht 444<br />

million. This resulted from a decrease of marketing expenses and the impact of the adjustment on provision<br />

from acquisition of investment (TMC).<br />

<br />

3) Selling and administrative expenses of Mobile Content Service<br />

In <strong>2007</strong>, the Company recognized selling and administrative expenses of mobile content service of Baht<br />

56 million, an increase of Baht 18 million or 47% over 2006, amounting to Baht 38 million because the<br />

Company recognized 100% of selling and administrative expenses from Mobile Content Services in this year.<br />

By the way, the Company recognized only 51%, 60% and 100% of selling and administrative expenses from<br />

Mobile Content Service in Q2/2006, Q3/2006 and Q4/2006, respectively.<br />

<br />

4) Selling and administrative expenses of Print Classified Business<br />

The Company recognized selling and administrative expenses for Print Classified for <strong>2007</strong> of Baht 53<br />

million. This was due to an investment in Watta Classified Company Limited since Q2/<strong>2007</strong>.<br />

<br />

Gross Profit and Net Profit <br />

The Company had a gross profit and net profit amounting to Baht 1,136 million and Baht 261 million<br />

respectively, an increased of 4% and 23%, as compared to 2006, which was presented Baht 1,095 million<br />

and Baht 213 million, respectively. These were mainly due to the increase in revenues from leased line.<br />

Moreover, cost of internet services decreased due to efficient network rental cost management and the<br />

decrease in marketing expenses.<br />

<br />

Financial Position<br />

<br />

At the end of the year <strong>2007</strong>, the Company had total assets of Baht 2,368 million, a decrease of Baht<br />

247 million or 9% from the end of the previous year when total assets stood at Baht 2,615 million. Details<br />

are given below:- <br />

88<br />

<strong>CS</strong> LOXINFO


The major asset components comprise the following: <br />

<br />

31 December <strong>2007</strong> 31 December 2006<br />

Assets Amout % of tolal Amout % of tolal<br />

(MB) Assets (MB) Assets<br />

Cash and cash equivalents 713 30 779 30<br />

Trade accounts receivable and accrued income, net 340 14 323 12<br />

Inventories 98 4 113 4<br />

Current assets 1,209 51 1,267 48<br />

PP&E, net 322 14 335 13<br />

Goodwill, net 639 27 739 28<br />

Withholding tax, net 58 2 97 4<br />

Total assets 2,368 100 2,615 100<br />

Trade accounts payable 335 14 306 12<br />

Current liabilities 729 31 675 26<br />

Provision from acquisition of investment - - 121 5<br />

Non current liabilities 14 1 132 5<br />

Total liabilities 743 31 807 31<br />

Total shareholder’ s equity 1,625 69 1,808 69<br />

At the end of <strong>2007</strong>, current assets amounted to Baht 1,209 million, a decrease of Baht 58 million or 5%. <br />

• Cash and cash equivalent are Baht 713 million, a decrease of Baht 66 million from its operation and <br />

treasury stock program.<br />

• Trade accounts receivable and accrued income is Baht 340 million, an increase of Baht 17 million or 5%. <br />

This resulted from an investment in Watta Classified Company Limited since Q2/<strong>2007</strong>.<br />

• Inventories are Baht 98 million, a decrease of Baht 15 million because of a decrease of the reserved<br />

printing paper for the Thailand YellowPages Book of Teleinfo Media (Public) Company Limited.<br />

Furthermore, the Company had Baht 639 million in net goodwill, a decrease of Baht 100 million over 2006.<br />

This was due to <br />

• A decrease of goodwill amortization of TMC which was resulted from the adjustment of provision from<br />

acquisition of investment of TMC Baht 67 million.<br />

• The amortization of goodwill - net of the subsidiaries (LoxServe, TMC, ADV and Watta) for year <strong>2007</strong> <br />

totaling Baht 69 million.<br />

• An increase of the negative goodwill from the additional acquisition of Loxley Information Services <br />

Company Limited (“LoxServe”) in <strong>2007</strong>, amounting to Baht 13 million.<br />

• An increase of goodwill from an acquisition of Watta Classified Company Limited, amounting Baht 81 million.<br />

<br />

Liabilities and Shareholder’s Equity<br />

By the end of <strong>2007</strong>, the Company had total liabilities of Baht 743 million, a decrease of Baht 64 million or<br />

8% from the end of 2006, when total liabilities stood at Baht 807 million. This came largely from the impact of the<br />

adjustment on provision from acquisition of investment (TMC).<br />

<br />

Shareholder’s Equity<br />

In <strong>2007</strong>, the Company had shareholdersû equity of Baht 1,625 million, a decrease of Baht 183 million or 10%.<br />

This was due to<br />

• Treasury Stock programs: the cumulative number of shares repurchased as at 31 December <strong>2007</strong> totaling<br />

Baht 222 million, achieving the maximum amount of the Share Repurchase Project.<br />

• 2006 dividend payment (0.14 Baht/share) and <strong>2007</strong> interim payment (0.20 Baht/share) totaling Baht 213 million<br />

• Minority interests - net decreased Baht 15 million. This resulted from an additional acquisition of Loxley<br />

Information Services Company Limited (“LoxServe”) from the minority shareholders on February <strong>2007</strong><br />

(1.85%) and May <strong>2007</strong> (3.81%)<br />

• Net profit for the year increased Baht 261 million<br />

• The increase in its share capital to the amount of Baht 6 million due to the exercising of the right in <br />

pursuance with the ESOP Program <br />

89 <strong>CS</strong> LOXINFO


Assets Quality <br />

<br />

Accounts Receivable <br />

As at 31 December <strong>2007</strong>, the Companyûs trade accounts receivable and accrued income, net, amounted to<br />

Baht 340 million, equivalent to 14% of total assets. The trade accounts receivable comprised of third parties and<br />

related parties, represented 88% and 12% of total trade accounts receivable, respectively. The average collection<br />

period was 48 days in <strong>2007</strong><br />

Trade Accounts receivable: The Companyûs policy of providing credit to customers is divided into two <br />

types, as follows:- <br />

<br />

1) Internet Access Services Business <br />

Trade accounts receivable consist of two types of customer:- <br />

1. Individual customers equal to 17% of total trade accounts receivable, provided with a credit term of <br />

30 days. Average collection period was 31 days in <strong>2007</strong>, decreasing from 32 days in 2006.<br />

2. Corporate customers and government agencies equal to 83% of total trade accounts receivable<br />

provided with a credit term of 30 - 90 days. Average collection period was of 42 days in <strong>2007</strong>,<br />

increasing from 40 days in 2006.<br />

<br />

2) Publishing the Thailand YellowPages Business <br />

Average collection period in year <strong>2007</strong> was 79 days (89 days in 2006). The Companyûs credit term <br />

policies are base on the billing of each advertiser:- <br />

• Less than Baht 35,000 shall be paid in full or within 30 days<br />

• More than Baht 35,000 shall be paid in full or in 4 installments<br />

<br />

3) Mobile Content Service Business<br />

Average collection period in year <strong>2007</strong> was 23 days (24 days in 2006), with a credit term of 30 days.<br />

<br />

4) Print Classified Business<br />

Trade accounts receivable consist of two types of customer:- <br />

1. Individual customers for <strong>2007</strong> equal to 12% of total trade accounts receivable, decreasing from 20%<br />

in <strong>2007</strong>, provided with a credit term of 30 - 60 days. Average collection period was 75 days in<br />

<strong>2007</strong>, decreasing from 103 days in 2006.<br />

2. Corporate customers and government agencies for <strong>2007</strong> equal to 88% of total trade accounts<br />

receivable, increasing from 80% in 2006, provided with a credit term of 45 - 120 days. Average<br />

collection period was of 78 days in <strong>2007</strong>, increasing from 58 days in 2006.<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Trade Accounts receivable as of December 31, <strong>2007</strong><br />

<strong>2007</strong> 2006<br />

Overdue period Unit: Million Baht % Unit: Million Baht %<br />

Current 136 35% 82 21%<br />

Less than 90 days 63 16% 90 23%<br />

90 - 180 days 29 7% 35 9%<br />

180 - 360 days 93 24% 105 27%<br />

Over 360 days 67 18% 74 19%<br />

Total trade accounts receivable 388 100% 386 100%<br />

Less allowances for doubtful accounts (59) 15% (76) 20%<br />

Net trade accounts receivable 329 85% 310 80%<br />

Based on the table above, the Company had net trade accounts receivable of Baht 388 million. In addition, the<br />

Company had an allowance for doubtful accounts of Baht 59 million or 15% of total trade accounts receivable.<br />

In view of the collection history management, believes that the allowances for doubtful account are appropriate.<br />

<br />

90<br />

<strong>CS</strong> LOXINFO


Liquidity <br />

In <strong>2007</strong>, the Companyûs current ratio was 1.66 times, decreasing from 2006 which it was at 1.88 times.<br />

The Companyûs quick ratio was 1.45 times, decreasing from 2006 which it was at 1.63 times. The decreases came<br />

largely from a decrease of the reserved printing paper for the Thailand YellowPages Book of Teleinfo Media<br />

(Public) Company Limited and treasury stock program.<br />

The Companyûs cash flows from operations amounted to Baht 584 million, a decrease of 17% from last<br />

year. This resulted from a decrease of deferred income tax and amortization accounts. The Companyûs cash flow<br />

from investment was Baht 221 million, increasing by 89% from 2006. This was due to an investment in Watta<br />

Classified Company Limited since Q2/<strong>2007</strong>. The Company also paid dividend and purchased treasury stock<br />

totaling Baht 213 million and Baht 222 million in <strong>2007</strong>, respectively.<br />

<br />

Clarification<br />

1. The impact of the adjustment on Provision from acquisition of investment<br />

As at 31 December <strong>2007</strong> the Company has an adjustment on provision from acquisition of investment<br />

stated at the accompanying financial statements in a total amount of Baht 124.8 million. This provision derived<br />

from the purchase of shares from Teleinfo Media Public Company Limited (“TMC”) from TOT. Under the<br />

condition of purchasing, the Company has a commitment to pay an additional amount for the shares of Baht<br />

127.5 million to TOT in 2008. (Please see more detail in “Clarification No.4: Investment in TMC”)<br />

TMC’s operating results for 1 January 2006 to 31 December <strong>2007</strong> showed revenue of Baht 1,778 million.<br />

TMC was unable to generate aggregate total revenue of Baht 2,000 million or more within 31 December <strong>2007</strong>.<br />

As a result, the Company may not be required to pay the additional share price and has therefore reversed the<br />

provision from acquisition of investment in the current quarter. The impacts of this transaction on the<br />

accompanying consolidated financial statements as at 31 December <strong>2007</strong> are as follows:-<br />

• Balance sheet as of 31 December <strong>2007</strong>: The decrease in goodwill Baht 89.6 million and the decrease in<br />

provision from acquisition of investment - net Baht 124.8 million. <br />

• Statement of income for the year ended 31 December <strong>2007</strong>: The increase in net profit Baht 35.2 million.<br />

This resulted from the decrease in interest expense and administrative and selling expenses Baht 4.1 million and<br />

Baht 7.7 million, respectively, with other income increased by Baht 23.4 million.<br />

<br />

2. The effect of change in investment accounting policy<br />

Since Q1/<strong>2007</strong>, the Company has changed the accounting method in recording investments in subsidiaries<br />

and associates in separate financial statements from the equity method to cost method as per Thai Accounting<br />

Standard No.44. As a consequence, the Company has restated the prior year’s comparative financial statements<br />

retrospectively, as if the cost method had always been in use. Therefore, the 2006 comparative figures are<br />

prepared on the assumption that the new accounting method has been applied. The Company has recorded <br />

the investment in subsidiaries and associates at historical costs in the separate financial statements, which lead to<br />

net profit in separate financial statements to be different from those in the consolidated financial statements. <br />

The details are as follows:-<br />

Consolidated ended 31 December Company ended 31 December<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006 <br />

Net prfit (MB) 261 213 490 190<br />

Basic earnings pershare (Baht) 0.42 0.34 0.80 0.30<br />

Diluted earnings pershare (Baht) 0.42 0.34 0.79 0.30<br />

<br />

Moreover, the effect of this change in investment accounting policy will be as follows:-<br />

1. The net profit for the year ending 31 December <strong>2007</strong>, presented in separated income statements <br />

increased Baht 229 million. This resulted from dividend received from TMC in <strong>2007</strong>.<br />

2. Investment in subsidiaries and retain earnings on the balance sheet as at 31 December 2006, presented<br />

in separate financial statement, decreased Baht 640 million. The accumulated change from the change in<br />

this accounting policy has been presented in çPrior period adjustmenté at the statement of separate changes<br />

in shareholdersû equity.<br />

<br />

91 <strong>CS</strong> LOXINFO


Nonetheless, this is merely a change in accounting policy for investments in subsidiaries and associates in<br />

separate<br />

<br />

financial statements, not a change in any fundamental factors affecting the Companyûs business.<br />

3. Revenue and Cost Recognition Policy of TMC<br />

1. Revenue Recognition of TMC<br />

TMC had its main revenue from the sale of advertising space in the Thailand Yellow Pages. According<br />

to the General Accepted Accounting Principle (GAAP), TMC recognized revenue of Yellow Pages <br />

by the straight-line method, starting from the month the Yellow Pages was issued in the current year <br />

to the month it will be issued next year. For 2006 onward, TMC will recognize revenue from the YellowPages<br />

in 12 months by the useful life of the telephone directory from 16 January of each year to <br />

<br />

15 January of next year.<br />

Year issuing Period (month) Started Ended<br />

<br />

<br />

<br />

2006 12 January 16, 2006 January 15, <strong>2007</strong><br />

<br />

<br />

<br />

<br />

<br />

<strong>2007</strong> 12 January 16, <strong>2007</strong> January 15, 2008<br />

2008 12 January 16, 2008 January 15, 2009<br />

<br />

2. Cost Recognition of TMC<br />

The Costs of TMC are mainly derived from direct variable costs, such as the cost of paper used for <br />

printing the Yellow Pages. This cost was recognized by the same method of revenue recognition as <br />

mentioned above. Fixed costs are recognized when they occur.<br />

4. Investment in TMC<br />

Date Proportion (%) amout (million Baht)<br />

March 4, 2004 63.25 • 507<br />

June 29, 2005 36.75 • 510 (on transter date) plus<br />

• 128 million if TMC earns revenue <br />

in 2006 and <strong>2007</strong> combined<br />

equal to or higher than Baht <br />

2,000 million within 30 days after <br />

the auditor certifies the financial<br />

5. Investment in ADV<br />

Date Proportion (%) amout (million Baht)<br />

<br />

<br />

<br />

April 4, 2006 51.00 17.95<br />

July 29, 2006 9.09 3.20<br />

September 27, 2006 39.91 14.05<br />

Total 100.00 35.20<br />

ADV also held 70% stakes in Shinee Dot Com (“Shinee”), a mobile content operator<br />

(January<br />

<br />

2008: ADV held 99.99% stakes in Shinee Dot Com)<br />

6. Investment in Watta<br />

Date Proportion (%) amout (million Baht)<br />

<br />

<br />

<br />

April 27, <strong>2007</strong> 60.00 88<br />

92<br />

<strong>CS</strong> LOXINFO


Board of Directors’ Responsibility<br />

for Financial <strong>Report</strong>ing <br />

<br />

The Board of Directors is responsible for <strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited’s financial<br />

statements and for <strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited and its subsidiaries’ consolidated financial<br />

statements, including the financial information presented in this annual report. The aforementioned<br />

financial statements are prepared in accordance with generally accepted accounting principles, using<br />

careful judgment and the best estimation. Important information is adequately and transparently<br />

disclosed in the notes to financial statements to the Company’s shareholders and investors.<br />

<br />

The Board of Directors has provided and maintained a risk management system and appropriate<br />

and efficient internal controls to ensure that accounting records are accurate, have integrity and are<br />

adequate to protect its assets and uncover weakness in order to prevent fraud or materially irregular<br />

operation. <br />

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

the accounting policy and financial reports, review internal controls, internal audit and risk management<br />

system. Such comment on these issues have been included in the Audit Committee <strong>Report</strong>, which is<br />

presented in this annual report.<br />

<br />

The financial statements of the Company and the consolidated financial statements of Company<br />

and its subsidiaries have been examined by an external auditor, PriceWaterhouseCoopers ABAS<br />

Limited. In conducting their audit and to express an opinion in accordance with generally accepted<br />

auditing standards, the Company has supported them with all of the Company’s records and related<br />

data. The auditor’s opinion is presented in the auditor’s report as part of this annual report.<br />

<br />

The Board of Directors believes that the Company’s overall internal control system has functioned<br />

up to a satisfactory level and rendered credibility and reliability to <strong>CS</strong> <strong>LoxInfo</strong> Public Company<br />

Limited’s financial statements and for the consolidated financial statements of <strong>CS</strong> <strong>LoxInfo</strong> Public<br />

Company Limited and its subsidiaries for the period ended December 31, <strong>2007</strong> and that they have been<br />

prepared according to generally accepted principles and related regulations. <br />

<br />

Prof. Wongkulpat Snidvongs na Ayudyha, M.D.<br />

Chairman of the Board of Directors<br />

Dr. Dumrong Kasaemset<br />

Chairman of the Executive Committee<br />

<br />

93 <strong>CS</strong> LOXINFO


Auditor’s <strong>Report</strong><br />

<br />

To the Shareholders of <strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited<br />

I have audited the accompanying consolidated and company balance sheets as at 31 December<br />

<strong>2007</strong>, and the related consolidated and company statements of income, changes in shareholders’ equity,<br />

and cash flows for the year then ended of <strong>CS</strong> Loxinfo Public Company Limited and its subsidiaries,<br />

and of <strong>CS</strong> Loxinfo Public Company Limited, respectively. The Company’s management is responsible<br />

for the correctness and completeness of information in these financial statements. My responsibility is<br />

to express an opinion on these financial statements based on my audit. The consolidated and company<br />

financial statements (before restatement), for the year ended 31 December 2006 of <strong>CS</strong> Loxinfo Public<br />

Company Limited and its subsidiaries and of <strong>CS</strong> Loxinfo Public Company Limited were audited by the<br />

another auditor from the same firm as myself, whose report dated 22 February <strong>2007</strong> expressed an<br />

unqualified opinion on those statements.<br />

<br />

I conducted my audit in accordance with generally accepted auditing standards. Those standards<br />

require that I plan and perform the audit to obtain reasonable assurance about whether the financial<br />

statements are free of material misstatement. An audit includes examining, on a test basis, evidence<br />

supporting the amounts and disclosures in the financial statements. An audit also includes assessing the<br />

accounting principles used and significant estimates made by management, as well as evaluating the<br />

overall financial statement presentation. I believe that my audit provides a reasonable basis for my<br />

opinion. <br />

In my opinion, the consolidated and company financial statements referred to above present fairly,<br />

in all material respects, the consolidated and company financial position as at 31 December <strong>2007</strong>, and<br />

the consolidated and company results of operations, and cash flows for the year then ended of <br />

<strong>CS</strong> Loxinfo Public Company Limited and its subsidiaries, and of <strong>CS</strong> Loxinfo Public Company Limited,<br />

respectively, in accordance with generally accepted accounting principles.<br />

<br />

Prasit Yuengsrikul<br />

Certified Public Accountant (Thailand) No. 4174<br />

PricewaterhouseCoopers ABAS Limited<br />

Bangkok<br />

20 February 2008<br />

94<br />

<strong>CS</strong> LOXINFO


<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited<br />

Balance Sheets As at 31 December <strong>2007</strong> and 2006<br />

<br />

<br />

<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Restated<br />

Notes Baht Baht Baht Baht<br />

Assets<br />

Current assets<br />

Cash and cash equivalents 4 712,899,866 779,013,897 222,134,315 177,706,222<br />

Trade accounts receivable and<br />

accrued income, net 5, 33 340,408,830 323,453,089 152,026,756 144,078,202<br />

Amounts due from related parties 33 558,370 162,010 281,829 420,465<br />

Inventories, net 6 97,985,018 113,342,189 8,626,404 7,180,852<br />

Advance payments to a related party<br />

for services 33 - 8,335,600 - 8,335,600<br />

Other current assets 7 56,761,227 42,372,587 18,490,063 9,387,054<br />

Total current assets 1,208,613,311 1,266,679,372 401,559,367 347,108,395<br />

<br />

Non-current assets<br />

Investments in subsidiaries and an associate<br />

- cost method 8 - - 942,901,379 957,634,703<br />

Investments in subsidiaries and an associate<br />

- equity method 8 - 3,692,704 - -<br />

Long-term investment - other 9 4,706,872 2,550,971 - -<br />

Property, plant and equipment, net 10 322,093,137 334,945,437 173,344,003 199,839,850<br />

Equipment under concession<br />

agreements, net 11 2,779,291 13,271,670 2,779,291 13,271,670<br />

Intangible assets, net 12 33,826,835 47,793,346 9,048,839 17,088,490<br />

Goodwill, net 13 639,029,373 739,157,906 - -<br />

Deferred tax assets 14 70,154,648 84,033,394 27,892,221 29,429,152<br />

Withholding tax receivable 58,227,021 97,362,216 21,966,299 47,249,689<br />

Deposits 28,863,963 25,758,958 13,260,863 13,396,423 <br />

Total non-current assets<br />

Total assets<br />

<br />

1,159,681,140 1,348,566,602 1,191,192,895 1,277,909,977<br />

2,368,294,451 2,615,245,974 1,592,752,262 1,625,018,372<br />

The notes to the consolidated and company financial statements on pages 102 to 144 are an integral part of these financial statements.<br />

<br />

<br />

95 <strong>CS</strong> LOXINFO


<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited<br />

Balance Sheets (Continued) As at 31 December <strong>2007</strong> and 2006<br />

<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Restated<br />

Notes Baht Baht Baht Baht<br />

<br />

Liabilities shareholders’ equity<br />

Current liabilities<br />

Trade accounts payable 33 335,445,794 306,240,416 221,835,675 190,824,854<br />

Other accounts payable 33 14,386,207 26,671,846 2,564,872 7,847,041<br />

Amounts due to related parties 33 2,552,614 2,528,056 - 34,884<br />

Current portion of obligations under<br />

<br />

financial lease 17 717,802 - - -<br />

Short-term loan from a related party 33 12,000,000 - - -<br />

Foreign currency forward contracts<br />

<br />

payable, net 34 25,524 706,920 - -<br />

Unearned income and advances received<br />

from customers 202,126,245 210,716,347 104,459,368 112,147,539<br />

Accrued expenses 33 104,678,375 105,367,819 48,368,065 46,074,046<br />

Other current liabilities 16 57,346,073 22,905,382 13,808,497 7,531,081 <br />

Total current liabilities 729,278,634 675,136,786 391,036,477 364,459,445<br />

<br />

Non-current liabilities<br />

Provision from acquisition of investment 18 - 120,765,376 - 120,765,376<br />

Obligations under finance leases 17 2,542,794 - - -<br />

Other non-current liabilities 11,349,704 10,908,970 11,034,530 9,694,969<br />

Total non-current liabilities 13,892,498 131,674,346 11,034,530 130,460,345<br />

Total liabilities 743,171,132 806,811,132 402,071,007 494,919,790<br />

<br />

The notes to the consolidated and company financial statements on pages 102 to 144 are an integral part of these financial statements.<br />

96<br />

<strong>CS</strong> LOXINFO


<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited<br />

<br />

Balance Sheets (Continued) As at 31 December <strong>2007</strong> and 2006<br />

<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Restated<br />

Notes Baht Baht Baht Baht<br />

<br />

Shareholders’ equity<br />

Share capital<br />

19<br />

Authorised share capital - ordinary shares 660,849,474 649,020,074 660,849,474 649,020,074<br />

Issued and paid-up share capital -<br />

ordinary shares 626,899,344 625,000,000 626,899,344 625,000,000<br />

Premium on share capital 421,625,182 992,141,435 421,625,182 992,141,435<br />

Treasury shares 29 (222,088,462) - (222,088,462) -<br />

Retained earnings<br />

Appropriated<br />

Legal reserve 30 24,480,140 45,636,154 24,480,140 45,636,154<br />

Treasury share reserve 31 222,088,462 - 222,088,462 -<br />

Unappropriated 529,046,642 107,301,341 117,676,589 (532,679,007)<br />

Total parent’s shareholders’ equity 1,602,051,308 1,770,078,930 1,190,681,255 1,130,098,582<br />

Minority interests 32 23,072,011 38,355,912 - -<br />

Total shareholder’s equity 1,625,123,319 1,808,434,842 1,190,681,255 1,130,098,582<br />

Total liabilities and shareholders’ equity 2,368,294,451 2,615,245,974 1,592,752,262 1,625,018,372<br />

<br />

The notes to the consolidated and company financial statements on pages 102 to 144 are an integral part of these financial statements.<br />

97 <strong>CS</strong> LOXINFO


<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited<br />

Statements of Income For the years ended 31 December <strong>2007</strong> and 2006<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Restated<br />

Notes Baht Baht Baht Baht<br />

<br />

Revenues 33<br />

Revenues from sales and services<br />

2,517,548,093 2,460,375,882 1,403,609,074 1,445,115,051<br />

Other income 20 82,148,216 51,842,830 34,815,325 23,840,913<br />

Dividend received from a subsidiary - - 359,995,993 80,693,310<br />

Share of net result from investments -<br />

equity method 39,928 18,605 - -<br />

Total revenues<br />

2,599,736,237 2,512,237,317 1,798,420,392 1,549,649,274<br />

<br />

Expenses 33<br />

Cost of sales and services 1,381,583,855 1,365,101,046 952,292,337 994,317,061<br />

Selling and administrative expenses 822,883,729 800,590,040 306,028,592 305,923,038<br />

Directors’ remuneration 3,717,696 2,400,000 3,707,696 2,345,000<br />

Loss on foreign exchange 485,994 2,022,458 501,269 434,723<br />

Total expenses<br />

2,208,671,274 2,170,113,544 1,262,529,894 1,303,019,822<br />

<br />

Profit before interest expense and <br />

income tax 22 391,064,963 342,123,773 535,890,498 246,629,452<br />

Interest expense 21, 33 355,543 5,429,423 257,754 5,425,362<br />

Profit before income tax 390,709,420 336,694,350 535,632,744 241,204,090<br />

Income tax 26 129,979,119 119,158,517 46,029,946 51,304,851<br />

<br />

Profit before minority interests 260,730,301 217,535,833 489,602,798 189,899,239<br />

Loss (profit) attributable to minority <br />

interests, net 265,011 (4,951,275) - -<br />

Net profit for the year 260,995,312 212,584,558 489,602,798 189,899,239<br />

Earnings per share 23<br />

Basic earnings per share 0.42 0.34 0.80 0.30<br />

Diluted earnings per share 0.42 0.34 0.79 0.30<br />

The notes to the consolidated and company financial statements on pages 102 to 144 are an integral part of these financial statements.<br />

98<br />

<strong>CS</strong> LOXINFO


<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited <br />

Statements of Changes in Shareholders’ Equity For the years ended 31 December <strong>2007</strong> and 2006<br />

Consolidated (Baht)<br />

Issued and Premium Reserve <br />

paid-up on share Treasury Legal for treasury Minority<br />

share capital capital shares reserve shares Retained interests <br />

Notes (Note 19) (Note 19) (Note 29) (Note 30) (Note 31) earnings (Note 32) Total<br />

<br />

Opening balance at <br />

1 January 2006 - as restated 625,000,000 992,141,435 - 35,006,925 - 486,596,012 19,740,143 2,158,484,515<br />

Legal reserve - - - 10,629,229 - (10,629,229) - -<br />

Net profit for the year - - - - - 212,584,558 - 212,584,558<br />

Dividend payment - - - - - (581,250,000) - (581,250,000)<br />

Minority interests from <br />

acquisition of investment - - - - - - 13,664,494 13,664,494<br />

Increase in minority interests <br />

during the year - - - - - - 4,951,275 4,951,275<br />

Closing balance as <br />

at 31 December 2006 625,000,000 992,141,435 - 45,636,154 - 107,301,341 38,355,912 1,808,434,842<br />

Opening balance <br />

at 1 January <strong>2007</strong> 625,000,000 992,141,435 - 45,636,154 - 107,301,341 38,355,912 1,808,434,842<br />

Increase in share capital <br />

during the year 19 1,899,344 4,026,600 - - - - - 5,925,944<br />

Offsetting the premium on <br />

share capital and legal <br />

reserve with deficit 19 - (574,542,853) - (45,636,154) - 620,179,007 - -<br />

Increase in treasury shares <br />

during the year 29 - - (222,088,462) - - - - (222,088,462)<br />

Legal reserve 30 - - - 24,480,140 - (24,480,140) - -<br />

Reserve for treasury shares 31 - - - - 222,088,462 (222,088,462) - -<br />

Net profit for the year - - - - - 260,995,312 - 260,995,312<br />

Dividend payment 36 - - - - - (212,860,416) - (212,860,416)<br />

Decrease in minority interests<br />

from the acquisition <br />

of shares 32 - - - - - - (20,890,495) (20,890,495)<br />

Increase in minority interests <br />

from acquisition of <br />

investment 32 - - - - - - 5,871,605 5,871,605<br />

Decrease in minority interests <br />

during the year 32 - - - - - - (265,011) (265,011)<br />

Closing balance as <br />

at 31 December <strong>2007</strong> 626,899,344 421,625,182 (222,088,462) 24,480,140 222,088,462 529,046,642 23,072,011 1,625,123,319<br />

<br />

The notes to the consolidated and company financial statements on pages 102 to 144 are an integral part of these financial statements.<br />

99 <strong>CS</strong> LOXINFO


<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited <br />

Statements of Changes in Shareholders’ Equity (Cont’d) For the years ended 31 December <strong>2007</strong> and 2006<br />

Company (Baht)<br />

Issued and Premium Reserve <br />

<br />

paid-up on share Treasury Legal for treasury Retained <br />

share capital capital shares reserve shares earnings Minority Total<br />

Notes (Note 19) (Note 19) (Note 29) (Note 30) (Note 31) (Restated) interests (Restated)<br />

<br />

<br />

Opening balance at 1 <br />

January 2006 625,000,000 992,141,435 - 35,006,925 - 486,596,012 - 2,138,744,372<br />

Prior year adjustment 3 - - - - - (617,295,029) - (617,295,029)<br />

Opening balance at 1 January <br />

2006 - as restated 625,000,000 992,141,435 - 35,006,925 - (130,699,017) - 1,521,449,343<br />

Legal reserve - - - 10,629,229 - (10,629,229) - -<br />

Net profit for the year - - - - - 189,899,239 - 189,899,239<br />

Dividend payment - - - - - (581,250,000) - (581,250,000)<br />

Closing balance as at 31 <br />

December 2006 - as <br />

restated 625,000,000 992,141,435 - 45,636,154 - (532,679,007) - 1,130,098,582<br />

Opening balance at 1 <br />

January <strong>2007</strong> 625,000,000 992,141,435 - 45,636,154 - 107,301,341 - 1,770,078,930<br />

Prior year adjustment 3 - - - - - (639,980,348) - (639,980,348)<br />

Opening balance at 1 January<br />

<strong>2007</strong> - as restated 625,000,000 992,141,435 - 45,636,154 - (532,679,007) - 1,130,098,582<br />

Increase in share capital <br />

during the year 19 1,899,344 4,026,600 - - - - - 5,925,944<br />

Offsetting the premium on <br />

share capital and legal <br />

reserve with deficit 19 - (574,542,853) - (45,636,154) - 620,179,007 - -<br />

Increase in treasury shares <br />

during the year 29 - - (222,088,462) - - - - (222,088,462)<br />

Legal reserve 30 - - - 24,480,140 - (24,480,140) - -<br />

Reserve for treasury shares 31 - - - - 222,088,462 (222,088,462) - -<br />

Net profit for the year - - - - - 489,602,798 - 489,602,798<br />

Dividend payment 36 - - - - - (212,857,607) - (212,857,607)<br />

Closing balance as at 31 <br />

December <strong>2007</strong> 626,899,344 421,625,182 (222,088,462) 24,480,140 222,088,462 117,676,589 - 1,190,681,255<br />

The notes to the consolidated and company financial statements on pages 102 to 144 are an integral part of these financial statements.<br />

100<br />

<strong>CS</strong> LOXINFO


<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited <br />

Statements of Cash Flows For the years ended 31 December <strong>2007</strong> and 2006<br />

<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Restated<br />

Notes Baht Baht Baht Baht<br />

<br />

<br />

Net cash flows from operating activities 24 584,279,442 703,551,850 275,143,210 295,569,653<br />

<br />

Cash flows from investing activities<br />

Increase from long-term investment - other 2,147,283 (19,817) - -<br />

Payments for investment in subsidiaries,<br />

<br />

net of cash acquired 25 (84,603,309) (16,759,458) (97,946,105) (35,963,998)<br />

Proceeds from reduction in share capital<br />

of a subsidiary - - - 256,558,474<br />

Cash received from the liquidation of an associate 8 (b) 3,731,722 - 3,731,722 -<br />

Dividend received from a subsidiary 8 (b) - - 359,995,993 80,693,310<br />

Payments for acquisitions of property,<br />

plant and equipment (137,426,638) (105,273,404) (66,210,698) (76,567,706)<br />

Payments for intangible assets (9,221,126) (15,198,745) (1,578,817) (2,698,598)<br />

Proceeds from sale of equipment 1,451,619 20,415,712 309,522 18,314,661<br />

Proceeds from sale of intangible assets 3,000,000 - - -<br />

<br />

Net cash flows receipt from (used in)<br />

<br />

investing activities (220,920,449) (116,835,712) 198,301,617 240,336,143<br />

<br />

Cash flows from financing activities<br />

Repayments of finance leases liabilities (452,487) (254,500) - -<br />

Proceeds from increase in share capital 19 5,925,944 - 5,925,944 -<br />

Payments for treasury shares 29 (222,088,462) - (222,088,462) -<br />

Dividend payment 36 (212,860,416) (581,250,000) (212,857,607) (581,250,000)<br />

<br />

Net cash used in financing activities (429,475,421) (581,504,500) (429,020,125) (581,250,000)<br />

Net increase (decrease) in cash<br />

and cash equivalents (66,116,428) 5,211,638 44,424,702 (45,344,204)<br />

Cash and cash equivalents, opening balance 779,013,897 774,028,396 177,706,222 223,232,495<br />

Effects of exchange rate changes 2,397 (226,137) 3,391 (182,069)<br />

<br />

Cash and cash equivalents, closing balance 4 712,899,866 779,013,897 222,134,315 177,706,222<br />

<br />

Supplementary information for cash flows:<br />

Withholding tax deduct at source and<br />

<br />

income tax paid 86,444,178 51,115,140 30,144,488 26,718,998<br />

Interest paid 109,955 4,124 - 63<br />

<br />

Non-cash transactions<br />

Acquisitions of equipment through debts 12,302,527 22,369,086 2,564,872 7,847,041<br />

Acquisitions of intangible assets through debts 2,083,680 4,302,760 - -<br />

The notes to the consolidated and company financial statements on pages 102 to 144 are an integral part of these financial statements.<br />

<br />

101 <strong>CS</strong> LOXINFO


<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited<br />

Notes to the Consolidated and Company Financial Statements <br />

For the years ended 31 December <strong>2007</strong> and 2006<br />

1<br />

<br />

General information <br />

<strong>CS</strong> Loxinfo Public Company Limited (“the Company”) is a public limited company incorporated and<br />

resident in Thailand. The address of the Company’s registered office is as follows:-<br />

414 Phaholyothin Road, Sam Saen Nai, Phayathai, Bangkok 10400.<br />

<strong>CS</strong> Loxinfo Public Company Limited (“the Company”) and its subsidiaries are collectively referred to as<br />

“the Group”.<br />

The Company is an associate of the Shin Satellite Public Company Limited Group. Shin Broadband<br />

Internet (Thailand) Company Limited (a subsidiary of Shin Satellite Public Company Limited) owns 43.48%<br />

of the Company’s shares (taking into account the effect of treasury shares). <br />

The Company has been registered as a listed company since April 2004. The principal activities of the<br />

Company and its subsidiaries and associate (“the Group”) are the provision of internet data centre services,<br />

internet, satellite uplink-downlink services for domestic and international communications, the printing and<br />

publishing of telephone directories, the conducting classified and printing directories businesses and mobile contents.<br />

The Company entered into concession agreements with CAT Telecom Public Company Limited (“CAT”)<br />

for a period of 22 years from 9 August 1994 to 8 August 2016 to provide satellite uplink-downlink and<br />

satellite internet services, and to provide internet services in Thailand for a period of ten years from 16 April<br />

1997 to 15 April <strong>2007</strong>. <br />

The National Telecommunications Commission (“NTC”) has current responsibility for granting licenses to<br />

provide internet access services in Thailand. The Company and its subsidiary operate the business to provide<br />

internet and telecommunication services under licenses granted by NTC as follows:<br />

<br />

<br />

Type of license Issued Date Period<br />

<br />

Licenses of the Company<br />

Internet Operation License Type II 26 April <strong>2007</strong> 5 years<br />

Internet Operation License Type I 8 September <strong>2007</strong> 1 year<br />

Telecom Operation License Type I 11 October <strong>2007</strong> 1 year<br />

Telecom Operation License Type III 20 December <strong>2007</strong> 15 years<br />

Licenses of Subsidiary<br />

Internet Operation License Type I 29 June <strong>2007</strong> 1 year<br />

<br />

According to the conditions specified by NTC, if the authorised licensee is not in significant violation of<br />

the conditions specified in the license, NTC will consider renewing the license as normal procedure.<br />

<br />

Certain equipment that the Company has been using is equipment for which the title has been transferred<br />

to CAT under a concession contract which expired on 15 April <strong>2007</strong>. The Company is currently in the process<br />

of purchasing these assets from CAT for the provision of internet services. The book value of these assets are<br />

presented in Note 11. <br />

102<br />

<strong>CS</strong> LOXINFO


On 27 April <strong>2007</strong>, the Company acquired 120,000 ordinary shares of Watta Classified Company<br />

Limited (“Watta”) at Baht 733.34 per share, equivalent to 60% of the share capital of Watta. As a result,<br />

Watta and its subsidiaries changed status to be the Company’s subsidiaries from the date on which control was<br />

transferred to the Company (Note 25).<br />

As at 31 December <strong>2007</strong>, the Group employs 1,400 people (2006: 997 people). <br />

These consolidated and company financial statements were approved for issue by the Board of Directors<br />

on 20 February 2008.<br />

<br />

New Accounting Standards and Amendments to Accounting Standards with the effective date in 2008<br />

The following new accounting standards and amendments to accounting standards are revised and are<br />

mandatory for accounting periods beginning on or after 1 January 2008.<br />

<br />

Amendments to Accounting Standards<br />

TAS No. 25 “Cash Flow Statements”<br />

TAS No. 29 “Leases”<br />

TAS No. 31 “Inventory”<br />

TAS No. 33 “Borrowing Costs”<br />

TAS No. 35 “Presentation of Financial Statements”<br />

TAS No. 39 “Accounting Policies, Changes in Accounting Estimates and Errors”<br />

TAS No. 41 “Interim Financial <strong>Report</strong>ing”<br />

TAS No. 43 “Business Combinations”<br />

TAS No. 49 “Construction Contracts”<br />

<br />

New Accounting Standards <br />

TAS No. 51 “Intangible Assets”<br />

<br />

The Group will apply these standards and amendments from 1 January 2008. However, the management<br />

determines that the application of these standards will not have significant impact on the consolidated and<br />

company financial statements as of 31 December <strong>2007</strong> being presented, except the revised TAS 35<br />

“Presentation of Financial Statements” which requires the additional disclosures on critical judgement and<br />

estimates made by the management and the revised TAS 43 “Business Combinations” which requires intangible<br />

assets with indefinite useful life will no longer be amortised but be tested for impairment annually.<br />

<br />

<br />

2<br />

<br />

Accounting policies<br />

The principal accounting policies adopted in the preparation of these consolidated and company financial<br />

statements are set out below:-<br />

<br />

2.1 Basis of preparation<br />

The consolidated and company financial statements have been prepared in accordance with Thai generally<br />

accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards<br />

issued under the Accounting Profession Act B.E. 2547, and the financial reporting requirements of the<br />

Securities and Exchange Commission under the Securities and Exchange Act B.E. 2535.<br />

The accounting principles applied may differ from generally accepted accounting principles adopted in<br />

103 <strong>CS</strong> LOXINFO


other countries and jurisdictions. The accompanying consolidated and company financial statements are<br />

therefore not intended to present the financial position and results of operations and cash flows in accordance<br />

with jurisdictions other than Thailand. Consequently, these consolidated and company financial statements are<br />

only addressed to those who are informed about Thai generally accepted accounting principles and practices.<br />

The consolidated and company financial statements have been prepared under the historical cost convention.<br />

The preparation of financial statements in conformity with Thai generally accepted accounting principles<br />

requires management to make estimates and assumptions that affect the reported amounts of assets and<br />

liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the<br />

amounts of revenues and expenses in the reported years. Although these estimates are based on management’s<br />

best knowledge of current events and actions, actual results may differ from those estimates.<br />

Where necessary, comparative figures have been adjusted to conform with changes in presentation in the<br />

current year.<br />

An English version of the consolidated and company financial statements has been prepared from the<br />

statutory financial statements that are in the Thai language. In the event of a conflict or a difference in<br />

interpretation between the two languages, the Thai language statutory financial statements shall prevail.<br />

<br />

2.2 Group accounting - investment in subsidiaries, associates and joint venture <br />

• Subsidiary undertakings<br />

Subsidiaries are all entities over which the Group has the power to govern the financial and operating<br />

policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are<br />

consolidated from the date on which control is transferred to the Group and are no longer consolidated from the<br />

date that control ceases.<br />

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.<br />

The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and<br />

liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.<br />

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are<br />

measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair<br />

value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of<br />

acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised as<br />

negative goodwill. See Note 2.11 for the accounting policy on goodwill. Intercompany transactions, balances<br />

and unrealised gains on transactions between group companies are eliminated; unrealised losses are also<br />

eliminated unless costs cannot be recovered. Where necessary, accounting policies of subsidiaries have been<br />

changed to ensure consistency with the policies adopted by the Company.<br />

In the Company’s separate financial statements investments in subsidiaries are reported using the cost<br />

method of accounting.<br />

A list of the Group’s principal subsidiaries is set out in Note 8<br />

<br />

• Associated undertakings <br />

Associates are all entities over which the Group has significant influence but not control, generally<br />

accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are<br />

initially recognised at cost. In the consolidated financial statements are accounted for using the equity method<br />

and using cost method in the company financial statements. The Company’s investment in associates includes<br />

goodwill identified on acquisition, net of any accumulated amortisation cost. The Company’s share of the postacquisition<br />

profits or losses of associates is recognised in the income statement. The cumulative postacquisition<br />

movements are adjusted against the cost of the investment. Unrealised gains or losses on<br />

transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the<br />

104<br />

<strong>CS</strong> LOXINFO


associates; unrealised losses are also eliminated unless the transaction provides evidence of an impairment of<br />

the asset transferred. The Group’s investment in associates includes goodwill (net of accumulated amortisation<br />

of goodwill) on acquisition. When the Group’s share of losses in an associate equals or exceeds its interest in<br />

the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments<br />

on behalf of the associate. <br />

A list of the Group’s principal associates is set out in Note 8<br />

<br />

2.3 Related parties<br />

Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are<br />

controlled by, or are under common control with, the Company, including holding companies, subsidiaries and<br />

fellow subsidiaries, are related parties of the Company. Associates and individuals owning, directly or<br />

indirectly, an interest in the voting power of the Company that gives them significant influence over the<br />

enterprise, key management personnel, including directors and officers of the Company and close members of<br />

the family of these individuals and companies associated with these individuals also constitute related parties.<br />

In considering each possible related party relationship, attention is directed to the substance of the<br />

relationship, and not merely the legal form.<br />

<br />

2.4 Foreign currency translation<br />

Items included in the financial statements of each entity in the Group are measured in Thai Baht. The<br />

consolidated and company financial statements are presented in Thai Baht.<br />

Transactions denominated in foreign currencies are translated into Thai Baht at the rate of exchange<br />

prevailing on the transaction dates. Monetary assets and liabilities at the balance sheet date denominated in<br />

foreign currencies are translated into Thai Baht at the rate of exchange prevailing at the balance sheet date.<br />

Gains and losses resulting from the settlement of foreign currency transactions and from the translation of<br />

monetary assets and liabilities denominated in foreign currencies are recognised in the income statements. <br />

<br />

2.5 Cash and cash equivalents<br />

Cash and cash equivalents are carried in the balance sheet at cost. Cash and cash equivalents comprise<br />

cash on hand and deposits held at banks, and other short-term highly liquid investments with original maturities<br />

of three months or less from the acquisition date.<br />

<br />

2.6 Trade accounts receivable<br />

Trade accounts receivable are carried at the original invoice amount and subsequently measured at the<br />

remaining amount less allowance for doubtful receivables based on a review of all outstanding amounts at the<br />

year end. The amount of the allowance is the difference between the carrying amount of the receivable and the<br />

amount expected to be collectible. Bad debts are written off during the year in which they are identified and<br />

recognised in the income statement as selling and administrative expenses.<br />

<br />

2.7 Inventories<br />

Inventories are stated at the lower of cost or net realisable value. Cost is determined using the FIFO<br />

method. The cost of purchase comprises both the purchase price and the costs directly attributable to the<br />

acquisition of the inventory, such as taxes and transportation charges, less all attributable discounts and rebates.<br />

The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and<br />

related production overheads, but excludes borrowing costs. Net realisable value is the estimate of the selling<br />

price in the ordinary course of business, less the costs of completion and selling expenses. Allowance is made,<br />

where necessary, for obsolete, slow-moving and defective inventories.<br />

105 <strong>CS</strong> LOXINFO


2.8 Investments<br />

Investments with fixed maturity that management has the intention and ability to hold to maturity are<br />

classified as held-to-maturity and are included as non-current assets, except for those with maturity within <br />

12 months from the balance sheet date, which are classified as short-term investment in under current assets.<br />

A test for impairment, the difference between the net disposal proceeds and the carrying amount is<br />

charged or credited to the income statements. On disposal of an investment, the difference between the net<br />

disposal proceeds and the carrying amount is charged or credited to the income statements.<br />

<br />

2.9 Property and equipment<br />

All property and equipment is initially recorded at cost and subsequently shown at historical cost, less<br />

accumulated depreciation. Depreciation is calculated using the straight-line method to write off the cost of each<br />

asset over its estimated useful life as follows:-<br />

Leasehold improvements 5 years<br />

Computer equipment 3 - 10 years<br />

Furniture and fixtures 5 years<br />

Office equipment 5 years<br />

Motor vehicles 5 years<br />

Printing equipment 5 years<br />

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down<br />

immediately to its recoverable amount. The estimated recoverable amount is the higher of the anticipated,<br />

discounted cash flows from the continuing use of the asset and the amount obtainable from the sale of the asset,<br />

less any cost of disposal.<br />

Gains and losses on disposal of property and equipment are determined by reference to their carrying<br />

amount and are taken into account in determining operating profit.<br />

Repairs and maintenance expenses are charged to the income statements during the financial year in which<br />

they are incurred. The cost of major renovations is included in the carrying amount of the asset when it is<br />

probable that future economic benefits in excess of the originally assessed standard of performance of the<br />

existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the<br />

related assets.<br />

<br />

2.10 Equipment under concession agreements<br />

Equipment under concession agreements represents, Internet networks, servers, fiber optic networks <br />

and other operating equipment, which has been transferred to CAT Telecom Public Company Limited <br />

under concession agreements. Concession assets are carried at the historical cost less accumulated amortisation.<br />

They are amortised using the straight-line method over the shorter of the estimated useful lives of these <br />

assets, ranging from five to ten years, or the remaining concession period. Concession assets are not revalued.<br />

The carrying amount of concession assets is reviewed annually and adjusted for impairment where it is<br />

considered necessary.<br />

<br />

2.11 Intangible assets <br />

• Goodwill<br />

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of<br />

identifiable assets and liabilities of the acquired subsidiary, associate or joint venture undertaking at the date of<br />

acquisition. Goodwill on acquisitions of subsidiaries and joint ventures is reported in the consolidated balance<br />

sheet as goodwill. Goodwill on acquisitions of associates is included in investments - equity method in the<br />

106<br />

<strong>CS</strong> LOXINFO


consolidated financial statements. Goodwill is amortised using the straight-line method over its estimated<br />

useful life. Management determines the estimated useful life of goodwill based on its evaluation of the<br />

respective companies at the time of the acquisition, considering factors such as existing market share, potential<br />

growth and other factors inherent in the acquired companies.<br />

Goodwill arising on acquisitions of the Group is amortised over a period of 4 - 12 years.<br />

Negative goodwill represents the excess of the fair value of the Group’s share of the net assets acquired<br />

over the cost of acquisition. Negative goodwill is presented under the same balance sheet classifications as<br />

goodwill. Any remaining negative goodwill, not exceeding the fair values of the non-monetary assets acquired,<br />

is recognised in the statement of income over the remaining weighted average useful life of those assets;<br />

negative goodwill in excess of the fair values of those assets is recognised in the statement of income<br />

immediately.<br />

Negative goodwill arising on acquisitions of the Group is recognised over a period of two years. <br />

<br />

• Intangible assets - other<br />

Expenditure on purchased computer software, Internet equipment provided to customers in connection<br />

with services obtained from the Company and the right to publish books is capitalised and amortised using the<br />

straight-line method over its useful life which is estimated by management, at five to ten years for purchased<br />

computer software and, the period of each service agreement for Internet equipment. The right to publish books<br />

is amortised using the straight-line method over its estimated useful life, which management has determined to<br />

be three years. Intangible assets are not revalued. The carrying amount of each intangible asset is reviewed<br />

annually and adjusted for impairment where it is considered necessary.<br />

<br />

2.12 Deferred tax<br />

The Group and the Company recognised deferred income tax in full, using the liability method, on<br />

temporary differences arising from differences between the tax base of assets and liabilities and their carrying<br />

amounts in the financial statements. Deferred tax assets are recognised to the extent that it is probable that<br />

future taxable profit will be available against which the temporary differences can be utilised. Deferred income<br />

tax is provided on temporary differences arising from investments in subsidiaries, associates and joint ventures,<br />

except where the timing of the reversal of the temporary difference can be controlled and it is probable that the<br />

temporary difference will not reverse in the foreseeable future. The tax rate at the balance sheet date was used<br />

to calculate the deferred income tax. <br />

<br />

2.13 Employee benefits<br />

The Group operates a provident fund, which is a defined contribution plan, the assets of which are held in<br />

a separate trust fund. The provident fund is funded by payments from employees and by the relevant Group<br />

companies. Contributions to the provident fund are charged to the statement of income in the year to which<br />

they relate. However, the Group does not provide for employment benefits payable to employees under the<br />

Thai Labour Law.<br />

Warrants granted to directors and employees of the Group are recognised when they are exercised.<br />

<br />

2.14 Provisions <br />

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past<br />

events, it is probable that an outflow of resources embodying economic benefits will be required to settle the<br />

obligation, and a reliable estimate of the amount of the obligation can be made. Where the Group expects an<br />

107 <strong>CS</strong> LOXINFO


expenditure item to be reimbursed, the reimbursement is recognised as a separate asset but only when the<br />

reimbursement is virtually certain.<br />

Provisions are measured at the present value of the expenditures expected to be required to settle the<br />

obligation using a pre-tax rate that reflects current market assessments of the time value of money and the<br />

risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest<br />

expenses. <br />

<br />

2.15 Revenue recognition <br />

Sales are recognised upon delivery of products and customer acceptance. Revenues from rendering<br />

services and sales are net of value added tax and discounts. Revenue from sales of newspapers and publishing<br />

is net of value added tax, discounts and the estimation of goods returned.<br />

Revenues from rendering internet services and services related to the satellite business are recognised<br />

when such services are rendered to customers. All costs of services incurred during the relevant periods are<br />

treated as period costs.<br />

Revenue from the sale of advertising space in telephone directories is recognised on a monthly basis over<br />

the useful life of the telephone directory. Interest income is recognised as it accrues, unless collectability is in<br />

doubt. Dividend income is recognised when the Group’s right to receive payment is established.<br />

Advances from customers will be released to income when the services are provided.<br />

<br />

2.16 Dividends payments<br />

Dividends and interim dividends are recorded in the consolidated and company financial statements in the<br />

period in which they are approved by the shareholders and the Board of Directors, respectively.<br />

<br />

2.17 Financial instruments<br />

Financial instruments carried on the balance sheet include cash and cash equivalents, trade accounts<br />

receivable, amounts due from related parties, other investment, deposits, trade accounts payable, other accounts<br />

payable, amount due to related parties, obligations under finance lease and borrowings. The particular<br />

recognition methods adopted are disclosed in the individual policy statements associated with each item.<br />

<br />

2.18 Foreign currency forward contracts<br />

Foreign currency forward contracts protect the Group from movements in exchange rates.<br />

Forward contract transactions are recorded as forward contracts receivable or forward contracts payable on<br />

inception, and translated at the year-end rate. Unrealised gains and losses on translation are recognised in the<br />

income statements. Premiums or discounts are amortised in the income statements on a straight-line basis over<br />

the contract years.<br />

<br />

2.19 Segment reporting<br />

The segment reporting has been prepared based on the Group’s method of internal reporting, which<br />

disaggregates its business by service or product.<br />

<br />

2.20 Leases - where the Group is the lessee<br />

Leases of assets where the Group assumes substantially all the benefits and risks of ownership are<br />

classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair<br />

value of the leased assets or the present value of the minimum lease payments. Each lease payment is <br />

108<br />

<strong>CS</strong> LOXINFO


allocated to the principal and to the finance charges so as to achieve a constant rate on the finance balance<br />

outstanding. The corresponding rental obligations, net of finance charges, are included in other payables. The<br />

interest element of the finance charge is charged to the income statements over the lease period. The property<br />

and equipment acquired under finance leasing contracts are depreciated over the shorter of the estimated useful<br />

life of the assets or the lease term. However, if there is reasonable certainty that the lessee will obtain<br />

ownership by the end of the lease term, depreciation is calculated over the estimated useful life of the assets.<br />

Leases not transferring a significant portion of the risks and rewards of ownership to the lessee are<br />

classified as operating leases. Payments made under operating leases (net of any incentives received from the<br />

lessor) are charged to the statement of income on a straight-line basis over the period of the lease. <br />

When an operating lease is terminated before the lease period has expired, any payment required to be<br />

made to the lessor by way of penalty is recognised as an expense in the period in which termination takes<br />

place.<br />

<br />

2.21 Leases - where the Group is the lessor<br />

Assets leased out under operating leases are included in property and equipment in the balance sheet.<br />

They are depreciated over their expected useful lives on a basis consistent with similar fixed assets. Rental<br />

income is recognised on a straight-line basis over the lease term.<br />

<br />

2.22 Impairment of assets <br />

Property and equipment and other non-financial assets, including goodwill and intangible assets, are<br />

reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount<br />

may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the<br />

asset exceeds its recoverable amount, which is the higher of an asset’s net selling price and value in use. For<br />

the purpose of assessing impairment, assets are grouped at the lowest level for which there are separately<br />

identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that have suffered an<br />

impairment are reviewed for possible reversal of the impairment at each reporting date.<br />

<br />

2.23 Treasury share<br />

Where the Company or its subsidiaries purchase the Company’s equity share capital from the shareholders,<br />

the consideration paid is recognised as treasury share and is presented as a reduction from total shareholders’<br />

equity until shares are resold or cancelled. Where such shares are subsequently resold or reissued, any<br />

consideration received-net of related taxes on sales is presented under the shareholders’ equity.<br />

<br />

<br />

<br />

<br />

3 <br />

Change in accounting policy<br />

Change in accounting policy for investments in subsidiaries and associates, presented in the company<br />

financial statements.<br />

The announcement of Federation of Accounting Professions on 2 May <strong>2007</strong> relating to amendments to<br />

TAS 44 “Consolidated and Separate Financial Statements”, TAS 45 “Investments in Associates” and TAS 46<br />

“Interests in Joint Ventures” requires the change from the equity method to cost method of accounting for<br />

investments in subsidiaries, associates and interests in joint ventures, presented in the company financial<br />

109 <strong>CS</strong> LOXINFO


statements. Under the cost method, income from investment will be recorded when dividends are declared. The<br />

notification is mandatory from 1 January <strong>2007</strong>. The change in the accounting policy has an impact to the<br />

company financial statements only and does not have an impact to the consolidated financial statements.<br />

<br />

The Group has adopted the cost method commencing from 1 January <strong>2007</strong> by applying retrospective<br />

adjustments. The effects of the changes on the Company financial statements for the year ended 31 December<br />

2006 are as follows:-<br />

<br />

<br />

Company <br />

Baht<br />

<br />

Balance sheet as at 31 December 2006<br />

Decrease in investments in subsidiaries and an associate - equity method<br />

1,597,615,051<br />

Increase in investments in subsidiaries and an associate - cost method<br />

957,634,703<br />

Shareholders’ equity<br />

<br />

Decrease in beginning balance of retained earnings<br />

617,295,029<br />

Decrease in closing balance of retained earnings<br />

639,980,348<br />

<br />

Statement of income for the year ended 31 December 2006<br />

Increase in dividend receipt from a subsidiary<br />

80,693,310<br />

Decrease in share of net results from investments - equity method<br />

184,914,763<br />

Decrease in administrative and selling expenses (Goodwill)<br />

81,536,134<br />

Decrease in net profit<br />

22,685,319<br />

<br />

Decrease in basic earnings per share 0.04<br />

Decrease in diluted earnings per share 0.04<br />

4 Cash and cash equivalents<br />

<br />

<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht Baht Baht Baht <br />

Cash on hand 3,037,722 201,303 71,113 125,139<br />

Current accounts and savings deposits<br />

<br />

held at call with banks 317,845,006 338,784,405 162,063,202 137,569,379<br />

Fixed deposits 17,138 16,485 - -<br />

Promissory notes 392,000,000 440,011,704 60,000,000 40,011,704 <br />

Total 712,899,866 779,013,897 222,134,315 177,706,222<br />

<br />

The effective interest rates of deposits held with banks and promissory notes were 0.125% - 3.15 % per annum<br />

(2006: 0.125% - 5.250% per annum).<br />

110<br />

<strong>CS</strong> LOXINFO


5 Trade accounts receivable and accrued income, net<br />

<br />

<br />

<br />

<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht Baht Baht Baht <br />

<br />

Trade accounts receivable:<br />

<br />

- Third parties 347,403,287 318,600,552 131,748,746 107,087,227<br />

- Related parties (Note 33) 38,706,893 67,148,404 18,335,542 40,256,944<br />

Total trade accounts receivable 386,110,180 385,748,956 150,084,288 147,344,171<br />

Accrued income:<br />

<br />

- Third parties 8,259,805 12,155,397 3,091,528 3,879,787<br />

- Related parties (Note 33) 5,990,069 1,354,261 5,990,069 1,354,261 <br />

Total accrued income 14,249,874 13,509,658 9,081,597 5,234,048<br />

<br />

Total trade accounts receivable and<br />

<br />

accrued income 400,360,054 399,258,614 159,165,885 152,578,219<br />

Less Allowance for doubtful accounts (59,951,224) (75,805,525) (7,139,129) (8,500,017)<br />

Total trade accounts receivable and<br />

<br />

accrued income, net 340,408,830 323,453,089 152,026,756 144,078,202<br />

<br />

Outstanding trade accounts receivable as at 31 December <strong>2007</strong> and 2006 can be analysed by aging as<br />

follows:-<br />

<br />

<br />

<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht Baht Baht Baht <br />

Current 135,947,015 81,816,181 80,163,290 53,200,735<br />

Overdue less than 3 months 62,346,311 90,145,758 54,040,548 61,932,565<br />

Overdue 3-6 months 28,221,789 34,808,485 3,479,114 7,678,213<br />

Overdue 6-12 months 92,386,381 105,307,360 3,515,645 10,853,708<br />

Overdue more than 12 months 67,208,684 73,671,172 8,885,691 13,678,950<br />

<br />

386,110,180 385,748,956 150,084,288 147,344,171<br />

Less Allowance for doubtful accounts (59,951,224) (75,805,525) (7,139,129) (8,500,017)<br />

Trade accounts receivable, net 326,158,956 309,943,431 142,945,159 138,844,154<br />

<br />

As at 31 December <strong>2007</strong>, the Group had allowances for doubtful accounts of Baht 59.9 million (2006:<br />

Baht 75.8 million) and the Company’s allowances for doubtful accounts of Baht 7.1 million (2006: Baht 8.5<br />

million). Based on the collection history, management believes that the allowances for doubtful account are<br />

sufficient. <br />

111 <strong>CS</strong> LOXINFO


6 Inventories, net<br />

<br />

<br />

<br />

7 Other current assets<br />

<br />

<br />

<br />

<br />

<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht Baht Baht Baht <br />

Raw material 44,801,216 54,497,487 118,134 120,765<br />

Work in process 43,728,117 53,889,885 1,659,653 2,205,130<br />

Finished goods 9,144,579 6,926,851 6,443,460 6,732,940<br />

Supplies 462,800 471,938 462,800 471,938<br />

98,136,712 115,786,161 8,684,047 9,530,773<br />

Less Allowance for obsolete inventories (151,694) (2,443,972) (57,643) (2,349,921)<br />

Total inventories, net 97,985,018 113,342,189 8,626,404 7,180,852<br />

<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht Baht Baht Baht <br />

Prepaid expenses 38,948,742 29,535,973 14,886,012 6,553,518<br />

Value added tax refundable 3,381,140 3,896,423 - -<br />

Interest receivable 824,050 3,553,172 110,666 215,386<br />

Others 13,607,295 5,387,019 3,493,385 2,618,150<br />

Total other current assets 56,761,227 42,372,587 18,490,063 9,387,054<br />

<br />

8 Investments in subsidiaries and an associate<br />

a) Investments in subsidiaries and an associate as at 31 December <strong>2007</strong> and 2006 are as follows:- <br />

Consolidated<br />

Company<br />

31 December 31 December 31 December 31 December<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Restated<br />

Baht ’000 Baht ’000 Baht ’000 Baht ’000<br />

<br />

<br />

Investment recorded<br />

as cost method<br />

<br />

Investment in subsidiaries - - 942,901 957,583<br />

Investment in an associate - - - 52<br />

Total investment recorded<br />

<br />

as cost method - - 942,901 957,635<br />

Investment recorded<br />

as equity method<br />

<br />

Investment in an associate - 3,693 - - <br />

Total investอment recorded<br />

<br />

as equity method - 3,693 - -<br />

112<br />

<strong>CS</strong> LOXINFO


) Movements in investments in subsidiaries and an associate for the years ended 31 December <strong>2007</strong> and<br />

2006 are as follows<br />

<br />

Consolidated<br />

Company<br />

(Cost method) (Cost method)<br />

For the years ended 31 December <strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Restated<br />

Baht ’000 Baht ’000 Baht ’000 Baht ’000<br />

<br />

Opening net book value<br />

<br />

- As previous reported - - - -<br />

- Adjustment from change in <br />

accounting policy from equity<br />

<br />

method to cost method (Note 3) - - 957,635 921,671<br />

<br />

Opening net book value - restated - - 957,635 921,671<br />

Acquisition of investment in<br />

<br />

subsidiaries (Note 25) - - 97,945 35,964<br />

Reversal of provision from<br />

<br />

acquisition of investment in<br />

<br />

subsidiary (Note 18) - - (112,627) -<br />

Investment returned from<br />

<br />

liquidation of an associate - - (52) -<br />

Closing net book value - - 942,901 957,635<br />

<br />

Consolidated<br />

(Equity method)<br />

Company<br />

(Equity method)<br />

For the years ended 31 December <strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Restated<br />

Baht ’000 Baht ’000 Baht ’000 Baht ’000<br />

<br />

Opening net book value<br />

<br />

- As previous reported 3,693 3,674 - 1,597,615<br />

- Adjustment from change in <br />

accounting policy from equity<br />

<br />

method to cost method (Note 3) - - - (1,597,615)<br />

<br />

Opening net book value - restated 3,693 3,674 - - <br />

Share of net results from<br />

<br />

investments 40 19 - -<br />

Investment returned from<br />

<br />

liquidation of an associate (3,733) - - -<br />

Closing net book value - 3,693 - -<br />

<br />

113 <strong>CS</strong> LOXINFO


) Movements in investments in subsidiaries and an associate for the years ended 31 December <strong>2007</strong> and<br />

2006 are as follows (Cont’d): <br />

<br />

Loxley Information Services Company Limited <br />

On 2 February <strong>2007</strong>, the Company acquired 480,000 ordinary shares and 3,600 ordinary shares in Loxley Information<br />

Services Company Limited (“Loxserv”) from CAT Telecom Public Company Limited and its employees respectively at Baht 12.90<br />

per share, representing 1.86% of the paid-up share capital, at a total price of Baht 6.2 million. On 10 May <strong>2007</strong>, the Company<br />

acquired 991,593 ordinary shares in Loxserv from Point Asia Dot Com (Thailand) Company Limited at Baht 2.02 per share (the<br />

price is in line with the condition stated in shares purchase agreement entered in 2002 between Point Asia Dot Com (Thailand)<br />

Company Limited and the Company) totalling Baht 2 million or equivalent to 3.81% of the paid-up share capital of Loxserv. As a<br />

result of this acquisition, the Company owns 99.86% of Loxserv. Negative goodwill recognised from the acquisition of these<br />

ordinary shares in Loxserv of Baht 12.7 million is amortised using the straight-line method over its estimated useful life of four<br />

years. This estimated useful life is consistent with the amortisation period applicable to the remaining goodwill of Loxserv carried<br />

forward from prior periods (Note 25 (b)).<br />

<br />

Watta Classified Company Limited <br />

On 27 April <strong>2007</strong>, the Company acquired 120,000 ordinary shares in Watta Classified Company Limited (“Watta”) at Baht<br />

733.34 per share, equivalent to 60% of the share capital of Watta, at a total price of approximately Baht 89.7 million. As a result,<br />

Watta and its subsidiaries changed their status to become the Company’s subsidiaries from the date on which control was transferred<br />

to the Company (Note 25 (a)). <br />

<br />

AD Venture Company Limited <br />

On 27 April <strong>2007</strong>, the extraordinary shareholders’ meeting of AD Venture Company Limited No. 1/2550 passed a resolution<br />

to approve a reduction in the registered share capital of AD Venture Company Limited by Baht 378.03 million (from Baht 550<br />

million to Baht 171.97 million) by decreasing 37.80 million ordinary shares to offset against the remaining deficits. The reduction<br />

in the registered share capital was registered with the Ministry of Commerce on 29 August <strong>2007</strong>. The change does not have an<br />

impact on the percentage of shareholding in this subsidiary. <br />

<br />

Shineedotcom Company Limited<br />

On 27 April <strong>2007</strong>, the extraordinary shareholders’ meeting of Shineedotcom Company No. 1/2550 passed a resolution <br />

to approve a reduction in the registered share capital of Shineedotcom Company Limited by Baht 110 million (from Baht 190<br />

million to Baht 80 million) by decreasing 11 million ordinary shares from each shareholder at the proportion of their shareholding<br />

to offset against the remaining deficits. The reduction in the registered share capital was registered with the Ministry of Commerce<br />

on 29 August <strong>2007</strong>. The change does not have an impact on the percentage of shareholding in this subsidiary. <br />

<br />

Teleinfo Media Public Company Limited <br />

On 25 May <strong>2007</strong>, at the annual ordinary shareholders’ meeting of Teleinfo Media Public Company Limited, the shareholders<br />

passed a resolution to approve a dividend payment of Baht 17.29 per share totalling Baht 300 million. The dividend was paid <br />

on 18 June <strong>2007</strong>.<br />

At the Board of Directors meeting of Teleinfo Media Public Company Limited on 24 August <strong>2007</strong>, a resolution was passed<br />

to approve the interim dividend payment of Baht 1.73 per share totalling Baht 30 million. The Company paid the dividend <br />

on 20 September <strong>2007</strong>.<br />

At the Board of Directors meeting of Teleinfo Media Public Company Limited on 23 November <strong>2007</strong>, a resolution was<br />

passed to approve the interim dividend payment of Baht 1.73 per share totalling Baht 30 million. The Company paid the dividend<br />

on 21 December <strong>2007</strong>.<br />

<br />

<strong>CS</strong> Loxinfo Solutions Company Limited <br />

On 15 June <strong>2007</strong>, the extraordinary shareholders’ meeting No. 2/<strong>2007</strong> of <strong>CS</strong> Loxinfo Solutions Company Limited passed a<br />

resolution to approve the liquidation report and on 19 June <strong>2007</strong>, <strong>CS</strong> Loxinfo Solutions Company Limited obtained approval from<br />

the Ministry of Commerce for the liquidation. Upon the completion of the liquidation, <strong>CS</strong> Loxinfo Solutions Company Limited had<br />

remaining cash of Baht 8.06 million, which would be returned to its shareholders at Baht 161.13 per share. On 31 July <strong>2007</strong>, the<br />

Company received the return on investment of Baht 3.73 million.<br />

<br />

Comchat Company Limited, Decode Company Limited and Idea Maker Company Limited<br />

On 12 November <strong>2007</strong> and on 30 November <strong>2007</strong>, the extraordinary shareholders’ meeting of Comchat Company Limited,<br />

Decode Company Limited and Idea Maker Company Limited, passed resolutions to approve their liquidation. These companies were<br />

registered for liquidation with the Ministry of Commerce on 30 November <strong>2007</strong>.<br />

114<br />

<strong>CS</strong> LOXINFO


c) The details of investments in subsidiaries and an associate can be summarised as follows:-<br />

<br />

Name<br />

<br />

Subsidiaries<br />

Loxley Information Services<br />

<br />

<br />

% of holding<br />

<br />

31 December 31 December<br />

Country Currency <strong>2007</strong> 2006<br />

Providing Internet <br />

Company Limited services Thailand Baht 99.86 94.19 <br />

<br />

Teleinfo Media Public Company Limited Publishing telephone <br />

directories and <br />

advertising Thailand Baht 100.00 100.00<br />

<br />

AD Venture <br />

Company Limited<br />

Watta Classified Company Limited<br />

Business<br />

Holding company in <br />

mobile contents business Thailand Baht 100.00 100.00<br />

<br />

Conducting classified and <br />

printing directories businesses Thailand Baht 60.00 -<br />

Associate<br />

<strong>CS</strong> Loxinfo Solutions <br />

Company Limited Liquidation Thailand Baht - 44.99<br />

<br />

Subsidiaries of AD Venture <br />

Company Limited Group<br />

<br />

Shineedotcom Providing mobile contents Thailand Baht 70.00 70.00<br />

Company Limited<br />

<br />

<br />

Hunsa Dot Com <br />

Company Limited Banner advertising Thailand Baht 100.00 100.00<br />

<br />

Sodamag Corp <br />

Company Limited Banner advertising Thailand Baht 100.00 100.00<br />

<br />

Subsidiaries of Watta<br />

Comchat Company Limited In process of liquidation Thailand Baht 99.94 -<br />

<br />

Decode Company Limited In process of liquidation Thailand Baht 99.93 -<br />

<br />

Idea Maker Company Limited In process of liquidation Thailand Baht 99.97 -<br />

<br />

<br />

115 <strong>CS</strong> LOXINFO


d) Carrying values of investments in subsidiaries and an associate are as follows:-<br />

<br />

<br />

Consolidated - 31 December 2006 (Baht ’000)<br />

<br />

<br />

(Equity method)<br />

<br />

Paid-up % of<br />

<br />

Associate:<br />

<strong>CS</strong> Loxinfo Solutions Company Limited<br />

capital<br />

5,000<br />

Investment<br />

44.99<br />

At cost<br />

52<br />

Equity<br />

3,693<br />

<br />

Company - 31 December <strong>2007</strong> (Baht ’000)<br />

(Cost method)<br />

Paid-up <br />

% of<br />

capital Investment At cost<br />

<br />

Subsidiaries:<br />

Loxley Information Services Company Limited 260,100 99.86 254,533<br />

Teleinfo Media Public Company Limited 173,534 100.00 562,695<br />

AD Venture Company Limited 171,970 100.00 35,965<br />

Watta Classified Company Limited 20,000 60.00 89,708<br />

Total 942,901 <br />

<br />

<br />

<br />

Company - 31 December 2006 (Baht ’000)<br />

(Cost method) <br />

Restated<br />

Paid-up <br />

% of<br />

capital Investment At cost<br />

<br />

Subsidiaries:<br />

Loxley Information Services Company Limited 260,100 94.19 246,297<br />

Teleinfo Media Public Company Limited 173,534 100.00 675,322<br />

AD Venture Company Limited 550,000 100.00 35,964<br />

Total 957,583<br />

<br />

Associate:<br />

<strong>CS</strong> Loxinfo Solutions Company Limited 5,000 44.99 52<br />

Total<br />

957,635 <br />

116<br />

<strong>CS</strong> LOXINFO


9 Long-term investment - other<br />

<br />

<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht Baht Baht Baht <br />

Time deposits with bank 1,706,872 2,550,971 - -<br />

Government bonds 3,000,000 - - -<br />

Total Long-term investment - other 4,706,872 2,550,971 - -<br />

The weighted average effective interest rate of time deposits and government bonds from the bank was 2.5%<br />

and 5.5% per annum (2006: 1.25% per annum). As at 31 December <strong>2007</strong>, time deposits of Baht 1.71 million<br />

(2006: Baht 2.55 million) has been pledged as collateral in respect of bank guarantees in respect of business.<br />

10 Property, plant and equipment, net<br />

Consolidated (Baht)<br />

<br />

Furniture,<br />

<br />

Land and fixtures <br />

leasehold Computer and office Printing Assets under<br />

improvement equipment equipment equipment installation Total<br />

<br />

<br />

As at 31 December 2006<br />

<br />

Cost 27,456,718 981,659,629 330,605,080 179,725,721 4,682,533 1,524,129,681<br />

Less Accumulated<br />

<br />

depreciation (12,012,563) (784,788,022) (264,088,521) (128,295,138) - (1,189,184,244)<br />

<br />

Net book value 15,444,155 196,871,607 66,516,559 51,430,583 4,682,533 334,945,437<br />

Transactions during<br />

the year ended<br />

31 December <strong>2007</strong> <br />

Opening net book value 15,444,155 196,871,607 66,516,559 51,430,583 4,682,533 334,945,437<br />

Additions 6,323,370 93,426,537 18,367,032 5,887,405 3,355,735 127,360,079<br />

Increase from acquisition <br />

of investment (Note 25) 3,760,514 - 10,106,739 - - 13,867,253<br />

Write-offs, net - (151,417) (65,867) - - (217,284)<br />

Disposals, net - (227,307) (858,557) - - (1,085,864)<br />

Assets for sales (205,946) - (1,339,520) - - (1,545,466)<br />

Transfers, net - (6,938,273) 496,731 2,483,357 (6,810,149) (10,768,334)<br />

Depreciation (5,437,697) (74,399,411) (41,143,866) (19,481,710) - (140,462,684)<br />

Closing net book value 19,884,396 208,581,736 52,079,251 40,319,635 1,228,119 322,093,137<br />

As at 31 December <strong>2007</strong><br />

<br />

Cost 37,280,087 1,048,139,354 349,885,901 188,096,483 1,228,119 1,624,629,944<br />

Less Accumulated<br />

<br />

depreciation (17,395,691) (839,557,618) (297,806,650) (147,776,848) - (1,302,536,807)<br />

Net book value 19,884,396 208,581,736 52,079,251 40,319,635 1,228,119 322,093,137<br />

117 <strong>CS</strong> LOXINFO


Company (Baht)<br />

<br />

Furniture,<br />

<br />

Land and<br />

fixtures<br />

leasehold Computer and office Assets under <br />

improvement equipment equipment installation Total<br />

As at 31 December 2006 <br />

Cost 1,902,881 659,590,778 109,643,013 3,543,289 774,679,961 <br />

Less Accumulated depreciation (1,902,869) (501,514,292) (71,422,950) - (574,840,111)<br />

Net book value 12 158,076,486 38,220,063 3,543,289 199,839,850<br />

<br />

Transactions during the year ended<br />

<br />

31 December <strong>2007</strong><br />

<br />

Opening net book value 12 158,076,486 38,220,063 3,543,289 199,839,850<br />

Additions 3,540,595 46,331,355 10,255,223 801,356 60,928,529<br />

Write-offs, net - (151,417) (34,305) - (185,722)<br />

Disposals, net - (94,467) (220,521) - (314,988)<br />

Transfers, net - (6,938,273) 496,731 (4,326,792) (10,768,334)<br />

Depreciation (163,269) (53,571,085) (22,420,978) - (76,155,332) <br />

Closing net book value 3,377,338 143,652,599 26,296,213 17,853 173,344,003<br />

<br />

As at 31 December <strong>2007</strong><br />

Cost 5,443,476 688,833,177 113,960,294 17,853 808,254,800<br />

Less Accumulated depreciation (2,066,138) (545,180,578) (87,664,081) - (634,910,797)<br />

Net book value 3,377,338 143,652,599 26,296,213 17,853 173,344,003<br />

The leased assets included above, where the Group is a lessee under a finance lease are vehicles, which as follows:- <br />

Consolidated<br />

<strong>2007</strong> <br />

2006<br />

Baht ’000 Baht ’000<br />

<br />

Cost - capitalised finance leased assets 4,629 -<br />

Accumulated depreciation (1,714) -<br />

Net book value 2,915 -<br />

As at 31 December <strong>2007</strong>, the book value of fully depreciated equipment, which is still in use, is as follows:- <br />

Consolidated<br />

Company<br />

<br />

<br />

Baht ’000 <br />

Baht ’000<br />

As at 31 December 2006 926,891 379,804<br />

As at 31 December <strong>2007</strong> 1,081,981 620,303<br />

118<br />

<strong>CS</strong> LOXINFO


11 Equipment under concession agreements, net<br />

<br />

Consolidated<br />

Company<br />

<br />

Baht Baht<br />

<br />

As at 31 December 2006<br />

Cost 201,293,608 201,293,608<br />

Less Accumulated amortisation (188,021,938) (188,021,938)<br />

Net book value 13,271,670 13,271,670<br />

<br />

Transactions during the year ended<br />

31 December <strong>2007</strong><br />

Opening net book value 13,271,670 13,271,670<br />

Transfers, net 10,768,334 10,768,334<br />

Amortisation charges (21,260,713) (21,260,713)<br />

Closing net book value 2,779,291 2,779,291<br />

<br />

As at 31 December <strong>2007</strong><br />

Cost 212,061,814 212,061,814<br />

Less Accumulated amortisation (209,282,523) (209,282,523)<br />

Net book value 2,779,291 2,779,291<br />

12 Intangible assets, net<br />

Consolidated<br />

Company<br />

<br />

Baht Baht<br />

<br />

As at 31 December 2006<br />

Cost 95,135,900 27,037,123<br />

Less Accumulated amortisation (30,540,119) (9,948,633)<br />

Accumulated impairment loss (16,802,435) - <br />

Net book value 47,793,346 17,088,490<br />

<br />

Transactions during the year ended <br />

31 December <strong>2007</strong><br />

Opening net book value 47,793,346 17,088,490<br />

Additions 7,002,046 1,578,817<br />

Disposals, net (1,906,852) -<br />

Write-offs, net (3,629,008) (3,629,008)<br />

Amortisation charges (15,432,697) (5,989,460)<br />

Closing net book value 33,826,835 9,048,839<br />

<br />

As at 31 December <strong>2007</strong><br />

Cost<br />

Less Accumulated amortisation<br />

90,868,213<br />

(40,238,943)<br />

20,346,205<br />

(11,297,366)<br />

Accumulated impairment loss (16,802,435) -<br />

Net book value 33,826,835 9,048,839<br />

119 <strong>CS</strong> LOXINFO


As at 31 December <strong>2007</strong>, an impairment loss in respect of intangible assets amounting to Baht 16.8<br />

million in the subsidiary has been recognised because the anticipated net discounted cash flow from the<br />

continuing use of the asset is less than the carrying amount of this asset. The subsidiary has used the<br />

discounted rate of 12% per annum to calculate the net future cash flow.<br />

13 Goodwill<br />

Consolidated (Baht)<br />

Goodwill Negative goodwill Total<br />

<br />

As at 31 December 2006<br />

Cost 941,331,224 (10,769,595) 930,561,629<br />

Less Recognition/ accumulated amortisation (194,316,153) 2,912,430 (191,403,723)<br />

Net book value 747,015,071 (7,857,165) 739,157,906<br />

<br />

Transactions during the year ended <br />

31 December <strong>2007</strong><br />

Opening net book value 747,015,071 (7,857,165) 739,157,906<br />

Increase from acquisition of investment<br />

<br />

- Negative goodwill from Loxserv (Note 25) (12,651,476) - (12,651,476)<br />

- Goodwill from Watta (Note 25) 80,899,677 - 80,899,677<br />

Negative goodwill from subsidiaries in<br />

<br />

Watta group (Note 25) - (2,455,663) (2,455,663)<br />

Reversal of provision from acquisition <br />

of investment, net (Note 18) (97,269,142) - (97,269,142)<br />

Recognition/ amortisation charges - net (77,295,444) 8,643,515 (68,651,929)<br />

Closing net book value 640,698,686 (1,669,313) 639,029,373<br />

<br />

As at 31 December <strong>2007</strong><br />

Cost 912,310,283 (13,225,258) 899,085,025<br />

Less Recognition/ accumulated amortisation (271,611,597) 11,555,945 (260,055,652)<br />

Net book value 640,698,686 (1,669,313) 639,029,373<br />

120<br />

<strong>CS</strong> LOXINFO


14 Deferred tax assets<br />

<br />

Deferred income taxes are calculated in full on temporary differences based on the liability method using a<br />

principal tax rate of 25% for the company financial statements (2006: 25%) and 25% - 30% for the consolidated<br />

financial statements (2006: 25% - 30%).<br />

<br />

Deferred tax assets for tax loss carried forward are recognised to the extent that it is probable that future taxable<br />

profit will be available against which the temporary differences can be utilised. The subsidiaries have tax loss carried<br />

forward to offset future taxable income, which is not recognised in the consolidated financial statements as follows:-<br />

<br />

<br />

Expired year<br />

Million Baht<br />

<strong>2007</strong> 33<br />

2008 21<br />

2009 39<br />

2010 54<br />

2011 221<br />

2012 3<br />

Total<br />

371<br />

The movement in deferred tax assets for the year ended 31 December <strong>2007</strong> is as follows:-<br />

Consolidated (Baht)<br />

For the year ended 31 December <strong>2007</strong><br />

<br />

<br />

<br />

Unearned Recognition<br />

income of income<br />

<br />

Allowance for Allowance for and advances and cost<br />

Deferred tax Loss carried doubtful obsolete received from of telephone <br />

assets forward accounts inventories customers books Depreciation Total<br />

<br />

Opening balance 18,107,922 21,427,742 615,695 22,954,615 12,685,620 8,241,800 84,033,394<br />

Increase from<br />

<br />

acquisition of<br />

<br />

investment - 2,915,164 - 1,380,284 - - 4,295,448<br />

Charged to statement<br />

<br />

of income (14,143,053) (7,711,569) (573,070) (1,870,715) 4,852,421 1,271,792 (18,174,194)<br />

<br />

Closing balance 3,964,869 16,631,337 42,625 22,464,184 17,538,041 9,513,592 70,154,648<br />

<br />

Consolidated (Baht)<br />

For the year ended 31 December 2006<br />

<br />

<br />

Unearned Recognition <br />

income of income<br />

Allowance for Allowance for and advances and cost<br />

Deferred tax Loss carried doubtful obsolete received from of telephone<br />

assets forward accounts inventories customers books Depreciation Total<br />

<br />

Opening balance 114,566,748 28,774,135 353,983 34,545,203 12,298,167 6,435,523 196,973,759<br />

Charged to statement<br />

<br />

of income (96,458,826) (7,346,393) 261,712 (11,590,588) 387,453 1,806,277 (112,940,365)<br />

<br />

Closing balance 18,107,922 21,427,742 615,695 22,954,615 12,685,620 8,241,800 84,033,394<br />

121 <strong>CS</strong> LOXINFO


Company (Baht)<br />

For the year ended 31 December <strong>2007</strong><br />

<br />

Unearned<br />

<br />

Allowance<br />

income<br />

for Allowance and advances<br />

doubtful for obsolete received from<br />

Deferred tax assets accounts inventories customers Depreciation Total<br />

Opening balance 2,125,005 587,480 22,874,260 3,842,407 29,429,152<br />

Charged to statement of income (340,222) (573,070) (1,084,728) 461,089 (1,536,931)<br />

Closing balance 1,784,783 14,410 21,789,532 4,303,496 27,892,221<br />

<br />

Company (Baht)<br />

For the year ended 31 December 2006<br />

<br />

Unearned <br />

income<br />

Loss Allowance Allowance and advances<br />

carried for doubtful for obsolete received from<br />

Deferred tax assets forward accounts inventories customers Depreciation Total<br />

Opening balance 30,305,230 7,283,744 325,768 33,219,791 3,381,318 74,515,851<br />

Charged to statement<br />

<br />

of income (30,305,230) (5,158,739) 261,712 (10,345,531) 461,089 (45,086,699)<br />

Closing balance - 2,125,005 587,480 22,874,260 3,842,407 29,429,152<br />

<br />

Deferred income tax assets and liabilities are offset for the purpose of financial statement presentation when there is a<br />

legally enforceable right to offset the income taxes levied by the same taxation authority. <br />

15 Credit facilities<br />

<br />

The available credit facilities for borrowings from banks, as at 31 December <strong>2007</strong> are Baht 585 million (31 December<br />

2006: Baht 585 million).<br />

16 Other current liabilities<br />

<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht Baht Baht Baht<br />

<br />

Other taxes 37,354,523 9,106,749 12,311,924 6,085,465<br />

Retention 2,034,500 3,734,500 - -<br />

Other payables 17,957,050 10,064,133 1,496,573 1,445,616<br />

Total other current liabilities 57,346,073 22,905,382 13,808,497 7,531,081<br />

<br />

122<br />

<strong>CS</strong> LOXINFO


17 Obligations under finance leases<br />

Consolidated<br />

31 December 31 December<br />

<strong>2007</strong> 2006<br />

Baht Baht <br />

<br />

Not later than 1 year 849,540 -<br />

Later than 1 year but not later than 5 years 2,656,393 -<br />

Less Future finance interest expense on<br />

<br />

finance leases (245,337) -<br />

Present value of finance lease liabilities 3,260,596 -<br />

<br />

Current<br />

<br />

Finance leases payables 717,802 -<br />

Non-current<br />

Finance leases payables 2,542,794 -<br />

Total 3,260,596 -<br />

<br />

The interest rates according to contracts of obligation under finance leases were between 3.15% - 6.80%<br />

per annum.<br />

18 Provision from acquisition of investment <br />

<br />

On 29 June 2005, the Company acquired an additional 25.51 million ordinary and preferred shares in<br />

Teleinfo Media Public Company Limited (“TMC”) at Baht 25 per share (representing a 36.75%<br />

shareholding) from TOT Public Company Limited (“TOT”). The acquisition was subject to the following<br />

significant conditions:- <br />

• On 29 June 2005, the Company paid an amount of Baht 20 per share to purchase these shares. <br />

• The Company will pay TOT an additional Baht 5 per share if TMC achieves an aggregate total <br />

revenue from the fiscal year 2006 to <strong>2007</strong> of Baht 2,000 million or more. The payment is due within<br />

30 days after TMC’s financial statements for the year ending 31 December <strong>2007</strong> are approved by a <br />

certified public accountant authorised by the Securities and Exchange Commission. <br />

TMC’s aggregate total revenue for the period from 1 January 2006 to 31 December <strong>2007</strong> was Baht<br />

1,813 million which is below Baht 2,000 million. As a result, the Company is not required to pay the<br />

additional share price and has therefore reversed the provision from acquisition of investment that was<br />

recognised in the past. <br />

<br />

The details of provision can be shown as follows:- <br />

<br />

Consolidated<br />

Company<br />

For the years ended 31 December <strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht Baht Baht Baht <br />

<br />

Opening balance 120,765,376 115,340,077 120,765,376 115,340,077<br />

Interest charge during the year 2,712,650 5,425,299 2,712,650 5,425,299<br />

Reversal:<br />

<br />

Decrease in goodwill (97,269,142) - - -<br />

Reversal of interest charge (2,712,650) - (2,712,650) -<br />

Decrease in investments in subsidiaries - - (112,627,427) -<br />

Increase in other income (23,496,234) - (8,137,949) -<br />

Closing balance - 120,765,376 - 120,765,376<br />

123 <strong>CS</strong> LOXINFO


19 Share capital and premium on share capital<br />

<br />

<br />

For the year ended 31 December <strong>2007</strong><br />

Number of Ordinary Premium on <br />

shares shares share capital Total<br />

Shares Baht Baht Baht <br />

Issued and paid-up share capital<br />

As at 31 December 2006 625,000,000 625,000,000 992,141,435 1,617,141,435<br />

Increase during the year 1,899,344 1,899,344 4,026,600 5,925,944<br />

Offsetting the premium on share capital<br />

<br />

with deficit - - (574,542,853) (574,542,853)<br />

As at 31 December <strong>2007</strong> 626,899,344 626,899,344 421,625,182 1,048,524,526<br />

The Company’s registered share capital as at 31 December <strong>2007</strong> comprised 661 million ordinary shares<br />

(31 December 2006: 649 million shares) of Baht 1 each (31 December 2006: Baht 1 each). 627 million<br />

ordinary shares were fully paid-up (31 December 2006: 625 million ordinary shares). <br />

<br />

At the Board of Directors’ meeting of the Company on 22 February <strong>2007</strong>, the Board of Directors passed<br />

a resolution to recommend to shareholders the payment of dividends for the second half of 2006. The<br />

proposed dividend was greater than 50% of the net profit after tax. As a result, the exercise ratio and exercise<br />

price of the warrants under the ESOP schemes (Grant I to Grant IV) would be affected. Hence the Company<br />

changed the exercise ratio and exercise price of the warrants as detailed below, effective from 28 March <strong>2007</strong><br />

onwards. The shareholders subsequently approved such dividend payment on 23 April <strong>2007</strong> (Note 36). <br />

<br />

Exercise ratio Exercise prices<br />

unit : share<br />

Baht/unit<br />

<br />

Former New Former New<br />

<br />

ESOP - Grant I 1 : 1.22090 1 : 1.24101 7.371 7.252<br />

ESOP - Grant II 1 : 1.22090 1 : 1.24101 7.610 7.487<br />

ESOP - Grant III 1 : 1.19881 1 : 1.21856 5.780 5.686<br />

ESOP - Grant IV 1 : 1.12898 1 : 1.14758 3.171 3.120<br />

124<br />

<strong>CS</strong> LOXINFO


At the annual ordinary shareholders meeting of the Company held on 23 April <strong>2007</strong>, the shareholders<br />

passed a resolution to approve the offset of legal reserve of Baht 45.6 million and premium on share capital of<br />

Baht 574.5 million, totalling Baht 620.1 million with deficit. The offset is allowed under the Public Limited<br />

Companies Act section 119; which states “Where approval of the shareholder meeting has been obtained, the<br />

company may transfer the reserve fund referred to premium on share, the reserve fund referred to legal reserve<br />

or other reserves to compensate for the deficit of the company”.<br />

At the annual ordinary shareholders meeting of the Company held on 23 April <strong>2007</strong>, the shareholders<br />

passed a resolution to approve the allocation of 8,354,400 ordinary shares, equivalent to 1.34% of the<br />

Company’s total issued and paid-up share capital as at the date the warrants allocation was approved, under an<br />

ESOP scheme (Grant V), by granting warrants to directors and employees of the Company and its subsidiary.<br />

The exercise ratio is one warrant per ordinary share. The warrants are in registered form and are non-transferable.<br />

The term of the warrants does not exceed five years from the date on which they were granted, and the<br />

warrants have no offering price. The exercise price is the weighted-average closing price of the Company’s<br />

shares traded on the Stock Exchange of Thailand during the period of 30 days prior to the annual ordinary<br />

shareholders meeting held on 23 April <strong>2007</strong>. One-third of the allocated warrants may be exercised to purchase<br />

ordinary shares, one year from the grant date for the first exercise, and two years and three years from the grant<br />

date for the second and third exercises, respectively. On 24 May <strong>2007</strong>, the Securities and Exchange<br />

Commission approved the Company’s ESOP scheme (Grant V). The issue and grant of these warrants <br />

on 30 May <strong>2007</strong> was subsequently ratified and approved by the Executive Committee of the Company on 22 June <strong>2007</strong>.<br />

In addition, the meeting also passed a resolution to approve an increase in the Company’s registered share<br />

capital from 649,020,074 ordinary shares, at a par value of Baht 1 each to 660,849,474 ordinary shares, at a<br />

par value of Baht 1 each by increasing 11,829,400 additional ordinary shares. These additional 3,475,000<br />

shares are to be allocated to support warrants from the change in exercise ratios under ESOP Grant I to <br />

Grant IV and the remaining 8,354,400 shares are to be allocated to support warrants issuing to its directors and<br />

employees under ESOP Grant V. The Company registered the increase in the registered share capital with the<br />

Ministry of Commerce on 28 June <strong>2007</strong>.<br />

The details of the warrants of the Company as at 31 December <strong>2007</strong> are as follows:-<br />

<br />

<br />

Before<br />

dilution<br />

Exercise Exercise<br />

Exercise period<br />

<br />

Issued Issued ratio prices<br />

dates units (unit : share) (Baht/unit) First<br />

Last<br />

<br />

<br />

<br />

<br />

ESOP - Grant I 14 May 2004 3,096,300 1 : 1.24101 7.252 30 May 2004 30 April 2009<br />

ESOP - Grant II 16 May 2005 2,213,700 1 : 1.24101 7.487 30 May 2005 30 April 2010<br />

ESOP - Grant III 31 May 2005 8,559,100 1 : 1.21856 5.686 31 May 2006 30 May 2010<br />

ESOP - Grant IV 31 May 2006 8,354,300 1 : 1.14758 3.120 31 May <strong>2007</strong> 30 May 2011<br />

ESOP - Grant V 30 May <strong>2007</strong> 8,354,400 1 : 1 3.580 30 May 2008 29 May 2012<br />

125 <strong>CS</strong> LOXINFO


Movements in the number of outstanding warrants under the ESOP scheme are as follows:-<br />

For the year ended 31 December <strong>2007</strong> (’000 units)<br />

ESOP ESOP<br />

<br />

ESOP ESOP<br />

<br />

ESOP <br />

- Grant I - Grant II - Grant III - Grant IV - Grant V<br />

Employees Employees Employees Employees Employees Grand Total<br />

Opening balance 3,096 2,214 8,559 8,354 - 22,223<br />

Issue during the year - - - - 8,354 8,354<br />

Exercise during the year - - - (1,655) - (1,655)<br />

Closing balance 3,096 2,214 8,559 6,699 8,354 28,922<br />

<br />

Compensation costs related to the warrants are not recognised in these financial statements for the fair value of<br />

the non-exercised warrants granted.<br />

<br />

From 30 May <strong>2007</strong> to 30 November <strong>2007</strong>, the Company received cash proceeds from the issuance of<br />

1,899,344 ordinary shares at a price of Baht 3.12 per share, being the par value of the ordinary shares of Baht<br />

1,899,344 and share premium of Baht 4,026,600. This issuance of the ordinary shares was the exercise of<br />

1,655,100 units of ESOP Grant IV. These shares were registered as issued and paid-up share capital with the<br />

Ministry of Commerce and the Stock Exchange of Thailand during 6 June <strong>2007</strong> to 7 December <strong>2007</strong>.<br />

20 Other income<br />

<br />

<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006<br />

<br />

<strong>2007</strong> 2006<br />

Baht Baht Baht Baht<br />

Management fee income - - 3,381,953 5,045,575<br />

Interest income 21,880,447 28,642,995 5,009,131 10,576,167<br />

Refundable withholding tax - 3,717,235 - -<br />

Reversal of provision from acquisition of investment <br />

(Note 18) 23,496,234 - 8,137,949 -<br />

Investment returned from liquidation of an associate <br />

(Note 33) - - 3,679,722 -<br />

Others income 36,771,535 19,482,600 14,606,570 8,219,171<br />

Total other income 82,148,216 51,842,830 34,815,325 23,840,913<br />

<br />

126<br />

<strong>CS</strong> LOXINFO


21 Interest expenses<br />

<br />

<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht Baht Baht Baht<br />

Related parties (Note 33) 245,589 - 257,754 -<br />

Bank borrowings - 63 - 63<br />

Finance leases 109,954 4,061 - -<br />

Provision from acquisition of investment (Note 18) - 5,425,299 - 5,425,299<br />

Total interest expenses 355,543 5,429,423 257,754 5,425,362<br />

<br />

22 Operating profit before interest expense and income tax expense<br />

The following expense,classified by nature, have been charged in arriving at the operating profit before<br />

interest expense:-<br />

Consolidated<br />

Company<br />

<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Restated<br />

Baht Baht Baht Baht<br />

<br />

<br />

Operating leases rental<br />

293,963,733 302,801,770 257,217,785 270,533,772<br />

Staff costs<br />

396,674,080 354,735,048 169,573,487 164,529,502<br />

Depreciation of property and equipment (Note 10) 140,462,684 140,125,411 76,155,332 83,297,840<br />

Amortisation of equipment under<br />

<br />

concession agreements (Note 11) 21,260,713 33,473,851 21,260,713 29,285,024<br />

Recognition/amortisation of goodwill - net<br />

<br />

(included in selling and administrative expenses) <br />

(Note 13) 68,651,929 81,536,134 - -<br />

Amortisation of intangible assets (Note 12) 15,432,697 12,732,431 5,989,460 4,785,858<br />

<br />

127 <strong>CS</strong> LOXINFO


23 Basic and diluted earnings per share<br />

Basic earnings per share is calculated by dividing the net profit for the year attributable to ordinary<br />

shareholders by the weighted average number of ordinary shares by excluding treasury shares, which were<br />

issued and paid up during the year.<br />

<br />

For the diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to<br />

assume conversion of all potential dilutive ordinary shares, which is the weighted average number of ordinary<br />

shares by excluding treasury shares, which were issued and paid up during the year and the weighted average<br />

number of ordinary shares which would be issued on the conversion of all the dilutive potential ordinary shares<br />

into ordinary shares. The assumed proceeds from the exercise of ESOP would be considered to have been<br />

received from the issue of shares at fair value. These represent share options where the exercise price is less<br />

than the average market price of the Company’s shares for the year ended 31 December <strong>2007</strong>.<br />

<br />

Basic and diluted earnings per share are as follows:-<br />

Consolidated<br />

Company<br />

For the years ended 31 December<br />

<br />

<strong>2007</strong> 2006<br />

<br />

<strong>2007</strong> 2006<br />

Restated<br />

Net profit (Baht)<br />

260,995,312 212,584,558 489,602,798 212,584,558<br />

- As previously reported <br />

- Prior year adjustment (Note 3) - - - (22,685,319)<br />

- As restated 260,995,312 212,584,558 489,602,798 189,899,239<br />

<br />

Weighted average number of shares (Shares) 614,214,787 625,000,000 614,214,787 625,000,000<br />

The effect of dilutive potential ordinary shares<br />

<br />

(ESOP Grant IV and Grant V) 3,014,681 1,344,900 3,014,681 1,344,900<br />

<br />

Weighted average number of shares<br />

<br />

for diluted earnings per share (Shares) 617,229,468 626,344,900 617,229,468 626,344,900<br />

<br />

Basic earnings per shares (Baht)<br />

<br />

- As previously reported 0.42 0.34 0.80 0.34<br />

- Prior year adjustment (Note 3) - - - (0.04)<br />

- As restated 0.42 0.34 0.80 0.30<br />

The effect of dilutive potential ordinary shares<br />

<br />

(ESOP Grant IV and Grant V) - - (0.01) -<br />

Diluted earnings per share (Baht) 0.42 0.34 0.79 0.30<br />

<br />

<br />

128<br />

<strong>CS</strong> LOXINFO


24 Cash flows from operating activities<br />

Reconciliation of net profit for the year to cash flows from operating activities:-<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Restated<br />

Notes Baht Baht Baht Baht<br />

<br />

Net profit for the year 260,995,312 212,584,558 489,602,798 189,899,239<br />

Adjustments for:<br />

<br />

Dividend receipts from a subsidiary - - (359,995,993) (80,693,310)<br />

Allowance for doubtful accounts 45,350,686 35,587,993 3,976,506 7,320,610<br />

Allowance for obsolete inventory 79,699 1,053,461 79,699 1,053,461<br />

Loss (gain) from liquidation of an associate 910 - (3,679,722) -<br />

Depreciation of property and equipment 10 140,462,684 140,125,411 76,155,332 83,297,840<br />

Amortisation of equipment under<br />

<br />

concession agreements 11 21,260,713 33,473,851 21,260,713 29,285,024<br />

Amortisation of intangible assets - other 12 15,432,697 12,732,431 5,989,460 4,785,858<br />

Write-off of equipment, net 10 217,284 829,332 185,722 195,875<br />

Write-off of equipment under concession<br />

<br />

agreements, net - 2,455 - -<br />

Write-off of intangible assets, net 12 3,629,008 - 3,629,008 -<br />

Recognition/amortisation of goodwill, net 13 68,651,929 81,536,134 - -<br />

Loss (gain) on sales of property<br />

<br />

and equipment (365,756) (296,269) 5,466 (422,930)<br />

Loss (gain) on sales of intangible assets (1,093,148) - - -<br />

Deferred income tax 14 18,174,194 112,940,365 1,536,931 45,086,699<br />

Write-off withholding tax 847,123 - - -<br />

Provision for withholding tax - 569,980 - -<br />

Financial expenses for provision from<br />

<br />

acquisition of investment - 5,425,299 - 5,425,299<br />

Reversal of provision from acquisition<br />

<br />

of investment 18 (23,496,234) - (8,137,949) -<br />

Unrealised loss (gain) on exchange rate (2,397) 226,137 (3,391) 182,069<br />

Minority interests (265,011) 4,951,275 - -<br />

Share of net profit from investment<br />

<br />

- equity method 8 (39,928) (18,605) - -<br />

Changes in operating assets and liabilities:<br />

<br />

- trade accounts receivable and <br />

accrued income (34,794,200) (27,543,253) (11,925,060) (3,846,404)<br />

- amounts due from related parties (396,360) 2,782,374 138,636 832,829<br />

- inventories 18,605,643 91,808,551 (1,525,251) (109,522)<br />

- advance payments to a related party 8,335,600 59,533,200 8,335,600 59,533,200<br />

- other current assets (11,024,978) 267,403 (9,103,009) (2,782,473)<br />

- withholding tax 39,170,547 4,214,499 25,283,391 (3,393,830)<br />

- deposits (475,656) 5,605,219 135,561 118,476<br />

- accounts payable and accrued expenses 2,382,132 (45,785,058) 33,304,840 (24,005,100)<br />

- amounts due to related parties 24,557 (429,192) (34,884) 34,884<br />

- unearned income and advances received <br />

from customers (13,191,048) (33,213,930) (7,688,171) (20,731,622)<br />

- other current liabilities 25,645,304 1,522,195 6,277,416 756,218<br />

- other non-current liabilities 158,136 3,066,034 1,339,561 3,747,263<br />

Cash flows from operating activities 584,279,442 703,551,850 275,143,210 295,569,653<br />

129 <strong>CS</strong> LOXINFO


25 Acquisition of investment<br />

a) Watta Classified Company Limited <br />

On 27 April <strong>2007</strong>, the Company acquired 120,000 ordinary shares of Watta Classified Company Limited<br />

(“Watta”) at Baht 733.34 per share, equivalent to 60% of the share capital of Watta. Total cost of acquisition<br />

is Baht 89.7 million, which includes financial advisory expenses of Baht 1.7 million. As a result, Watta and its<br />

subsidiaries changed status to be the Company’s subsidiaries from the date on which control was transferred to<br />

the Company.<br />

<br />

Net fair value of Watta’s consolidated assets and liabilities acquired at the acquisition date can be<br />

summarised as follows:-<br />

Net fair <br />

<br />

value<br />

Baht ’000<br />

<br />

Cash and cash equivalents 13,343<br />

Trade accounts receivable and accrued income, net 27,512<br />

Inventories 3,328<br />

Other current assets 1,818<br />

Long-term investments 4,303<br />

Property and equipment, net (Note 10) 13,867<br />

Negative goodwill, net (Note 13)<br />

(2,455)<br />

Non-current assets 7,807<br />

Trade accounts payable and note payable<br />

(21,513)<br />

Current portion of obligations under finance leases<br />

(686)<br />

Short-term loan from a related party<br />

(12,000)<br />

Unearned income<br />

(4,601)<br />

Accrued expenses<br />

(3,939)<br />

Other current liabilities<br />

(8,795)<br />

Other non-current liabilities (3,310)<br />

Fair value of net assets 14,679<br />

<br />

Investment portion 60%<br />

Fair value of net assets acquired 8,807<br />

Consideration for the acquisition<br />

89,707 <br />

Goodwill<br />

80,900 <br />

<br />

Net cash outflow on acquisition of a subsidiary, net of<br />

cash and cash equivalents in a subsidiary 76,364<br />

Goodwill recognised from the acquisition of Watta of Baht 80.9 million is presented as goodwill in the<br />

consolidated balance sheet (Note 13) and is amortised using the straight-line method over its estimated future<br />

benefits of nine years.<br />

130<br />

<strong>CS</strong> LOXINFO


) Loxley Information Services Company Limited <br />

On 2 February <strong>2007</strong>, the Company acquired 480,000 ordinary shares and 3,600 ordinary shares in Loxley<br />

Information Services Company Limited (“Loxserv”) from CAT Telecom Public Company Limited (CAT) and<br />

its employees respectively at Baht 12.90 per share, representing 1.86% of the paid-up share capital, at a total<br />

price of Baht 6.2 million. <br />

<br />

On 10 May <strong>2007</strong>, the Company acquired an additional 991,593 ordinary shares in Loxserv from Point Asia<br />

Dot Com (Thailand) Company Limited at Baht 2.02 per share, equivalent to 3.81% of the paid-up share<br />

capital of Loxserv, at a total price of Baht 2 million. As a result of this acquisition, the Company owns<br />

99.86% of Loxserv. <br />

<br />

The fair value of Loxserv’s consolidated assets and liabilities acquired as at the acquisition date, can be<br />

summarised as follows:-<br />

Net fair value<br />

(2 February <strong>2007</strong>)<br />

<br />

<br />

Baht ’000<br />

Fair value of net assets as at the acquisition date 365,747 370,488 <br />

<br />

Increase in investment portion 1.86% 3.81%<br />

Fair value of net assets acquired 6,774 14,116<br />

Total fair value of net assets as at the acquisition date 20,890<br />

Cash payment at the acquisition date 8,239<br />

Negative goodwill (Note 13) 12,651<br />

Negative goodwill recognised from the acquisition of these ordinary shares in Loxserv of Baht 12.7 million<br />

is amortised using the straight-line method over its estimated useful life of four years. This estimated useful<br />

life is consistent with the amortisation period applicable to the remaining goodwill of LoxServ carried forward<br />

from prior periods.<br />

<br />

Net fair value<br />

(10 May <strong>2007</strong>)<br />

Baht ’000<br />

131 <strong>CS</strong> LOXINFO


26 Income tax expense<br />

Consolidated<br />

Company<br />

For the years ended 31 December <strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Restated<br />

Baht Baht Baht Baht<br />

Current tax 111,804,925 6,218,152 44,493,015 6,218,152<br />

Deferred tax 18,174,194 112,940,365 1,536,931 45,086,699<br />

129,979,119 119,158,517 46,029,946 51,304,851<br />

<br />

The reconciliation of income tax expense and the results of the accounting profit multiplied by the income<br />

tax rate is as follows:-<br />

Consolidated<br />

Company<br />

For the years ended 31 December <strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Restated<br />

Baht Baht Baht Baht<br />

Profit before tax<br />

390,709,420 336,694,350 535,632,744 241,204,090<br />

Tax rate (%) 29.28 27.71 25.00 25.00<br />

<br />

The result of the accounting profit<br />

<br />

multiplied by the income tax rate 114,399,718 93,298,004 133,908,186 60,301,023<br />

Share of net results from investments<br />

<br />

- equity method (9,982) 4,651 - -<br />

Unrealised loss carried forward that was not <br />

recognised as a deferred tax asset in the past - (7,117,656) - -<br />

Exempted income:<br />

<br />

Dividend received from a subsidiary - - (89,998,998) (20,173,328)<br />

Other income (3,839,571) - - -<br />

Non-deductible expenses for tax purposes 19,428,954 32,973,518 2,120,758 11,177,156<br />

Income tax expense 129,979,119 119,158,517 46,029,946 51,304,851<br />

<br />

<br />

As a listed company, the Company is eligible to apply a discounted tax rate of 25% for five fiscal years<br />

from 2004 to 2008. After this period, the applicable tax rate for the Company will be 30%. The applicable tax<br />

rate for the subsidiaries is 30%.<br />

27 Guarantees<br />

<br />

As at 31 December <strong>2007</strong>, the Group had commitments with its bankers, whereby the banks have issued<br />

letters of guarantee in respect of business contracts and others amounting to approximately Baht 15 million<br />

(2006: Baht 24 million). <br />

132<br />

<strong>CS</strong> LOXINFO


28 Commitments<br />

<br />

As at 31 December <strong>2007</strong>, future minimum lease payments under non-cancelable operating lease<br />

agreements are as follows:-<br />

<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht ’000 Baht ’000 Baht ’000 Baht ’000<br />

Not later than 1 year 50,248 56,311 19,730 34,294<br />

More than 1 year but less than 5 years 44,578 29,537 4,786 24,455<br />

Total commitments 94,826 85,848 24,516 58,749<br />

<br />

<br />

29 Treasury shares <br />

<br />

At the Board of Directors’ meeting on 9 August <strong>2007</strong>, a resolution was passed to approve a program for<br />

liquidity management purposes to repurchase share up to 51.7 million shares, (8.3% of the total number of<br />

paid-up share capital) or the total budget for the program shall not exceed Baht 225 million, whichever firstly<br />

completed. The repurchase of shares on the Stock Exchange of Thailand will occur during the period from <br />

27 August <strong>2007</strong> to 27 February 2008. The offered price for the repurchase of shares must not exceed the<br />

average closing price of those shares for the preceding five business days, plus an amount of 15% of that<br />

average closing price, according to the notification of the Stock Exchange of Thailand. The period when the<br />

repurchased shares can be resold is the three-year period following the completion of the repurchase, excluding<br />

the first six-months of such period. The offered price for the resale of the repurchased shares must not be less<br />

than the average closing price of those shares for the preceding five business days, less an amount of 15% of<br />

that average closing price, according to the notification of the Stock Exchange of Thailand.<br />

<br />

As at 22 November <strong>2007</strong>, the Company has purchased 51.7 million ordinary shares (par value of Baht 1<br />

each), or 8.3% of the total number of shares in issue, for a total of Baht 222.1 million achieving of the<br />

program to repurchase as approved by the Board of Directors. <br />

<br />

Movements of treasury shares are as follows:-<br />

Consolidated<br />

Company<br />

For the years ended<br />

31 December 31 December 31 December 31 December<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht Baht Baht Baht <br />

<br />

Opening balance - - - -<br />

Increase during the year 222,088,462 - 222,088,462 -<br />

Closing balance 222,088,462 - 222,088,462 -<br />

133 <strong>CS</strong> LOXINFO


30 Legal reserve<br />

<br />

Movements of the legal reserve are as follows:-<br />

Consolidated<br />

Company<br />

<br />

For the years ended<br />

<br />

<br />

31 December 31 December 31 December 31 December<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht Baht Baht Baht <br />

<br />

Opening balance 45,636,154 35,006,925 45,636,154 35,006,925<br />

Offsetting legal reserve with deficit (45,636,154) - (45,636,154) -<br />

Reserve increase during the year 24,480,140 10,629,229 24,480,140 10,629,229<br />

Closing balance 24,480,140 45,636,154 24,480,140 45,636,154<br />

<br />

<br />

Under the Public Limited Company Act B.E. 2535, the Company is required to set aside as a legal reserve<br />

at least 5% of its net profit after accumulated deficit brought forward (if any) until the reserve is not less than<br />

10% of the registered capital. The legal reserve is non-distributable.<br />

31 Treasury share reserve<br />

<br />

Movements of the treasury share reserve are as follows:-<br />

Consolidated<br />

Company<br />

<br />

For the years ended<br />

<br />

<br />

31 December 31 December 31 December 31 December<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht Baht Baht Baht <br />

<br />

Opening balance - - - -<br />

Reserve increase during the year 222,088,462 - 222,088,462 -<br />

Closing balance 222,088,462 - 222,088,462 -<br />

According to letter No. Gor Lor Tor. Chor Sor. (Vor) 2/2548 of the Office of the Securities and<br />

Exchange Commission, dated 14 February 2005 concerning the acquisition of treasury shares, a public limited<br />

company may buy back treasury shares in an amount not exceeding the amount of its retained earnings and is<br />

to appropriate an equal amount of retained earnings to a reserve for treasury shares, which must be maintained<br />

until the company either sells the treasury shares or reduces its paid up share capital by an amount equal to the<br />

value of the treasury shares which it could not sell. As at 31 December <strong>2007</strong>, the Company has already<br />

appropriated the full-required amount for the reverse from retained earnings.<br />

134<br />

<strong>CS</strong> LOXINFO


32 Minority interest<br />

Consolidated <br />

31 December 31 December<br />

<strong>2007</strong> 2006<br />

Baht Baht<br />

<br />

<br />

Opening balance 38,355,912 19,740,143<br />

Decrease from the acquisition of shares from minorities (Note 25) (20,890,495) -<br />

Increase from acquisition of a subsidiary 5,871,605 13,664,494<br />

Share of net profit (loss) of subsidiaries (265,011) 4,951,275<br />

Closing balance 23,072,011 38,355,912<br />

33 Related party transactions<br />

<br />

<br />

The Company is an associate of Shin Satellite Public Company Limited, a company incorporated in<br />

Thailand and a subsidiary of Shin Corporation Public Company Limited (collectively “Shin Group”). Shin<br />

Broadband Internet (Thailand) Company Limited, which is a wholly owned subsidiary of Shin Satellite Public<br />

Company Limited, owns 43.48% of the Company’s share capital, and Point Asia Dot Com (Thailand)<br />

Company Limited, a subsidiary of Loxley Public Company Limited, and Singapore Telecommunications<br />

Limited, owns 3.52% and 14.61% of the Company’s share capital respectively. These percentage are calculated<br />

taking into account the impact of treasury shares. Shin Corporation Public Company Limited and Singapore<br />

Telecommunications Limited are within the group companies of Temasek Holdings Pte Limited incorporated in<br />

Singapore. Transactions with entities within these group companies are recognised as related party transactions<br />

of the Company.<br />

<br />

During the year, the Company carried out transactions with its related parties, the terms of which were<br />

negotiated on an arm’s length basis in the ordinary course of business and according to normal trade<br />

conditions. Management service income is determined on a mutually agreed basis as a fixed monthly fee<br />

<br />

The following significant transactions were carried out with related parties:-<br />

<br />

a) Revenues<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht ’000 Baht ’000 Baht ’000 Baht ’000<br />

<br />

Sales and service income:<br />

Major shareholder and its related parties 203,132 235,350 50,410 75,966<br />

Subsidiaries - - 6,040 7,470<br />

Other related parties<br />

<br />

9,316 12,092 9,316 12,092<br />

Other income:<br />

Major shareholder and its related parties 715 779 715 779<br />

Subsidiaries - - 3,682 8,810<br />

Associate<br />

<br />

- - 3,680 -<br />

Dividend income:<br />

Subsidiary - - 359,996 80,693<br />

Total revenues 213,163 248,221 433,839 185,810<br />

<br />

135 <strong>CS</strong> LOXINFO


) Expenses<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht ’000 Baht ’000 Baht ’000 Baht ’000<br />

<br />

Purchase of services and goods:<br />

Major shareholder and its related parties 221,386 183,996 218,670 181,978<br />

Subsidiaries - - 67,991 91,680<br />

Other related parties 2,544 7,159 2,544 7,159<br />

<br />

Other expenses:<br />

Major shareholder and its related parties 17,743 32,623 4,505 13,943<br />

Subsidiaries - - 443 935<br />

Other related parties 7,079 7,770 7,079 7,770<br />

<br />

Interest expenses:<br />

<br />

Subsidiary - - 258 -<br />

Other related party 246 - - -<br />

Total expenses 248,998 231,548 301,490 303,465<br />

<br />

c) Outstanding balances arising from sales/purchases of goods/services/and expenses<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht ’000 Baht ’000 Baht ’000 Baht ’000<br />

<br />

Trade accounts receivable<br />

Major shareholder and its related parties 37,267 61,319 16,173 30,054<br />

Subsidiaries - - 723 6,341<br />

Other related parties 1,440 5,829 1,440 3,862<br />

38,707 67,148 18,336 40,257<br />

Less Allowance for doubtful accounts (914) (2,076) - (600)<br />

Total trade accounts receivable 37,793 65,072 18,336 39,657<br />

<br />

Accrued income<br />

Major shareholder and its related parties 5,990 1,354 5,990 1,354<br />

Total trade accounts receivable and<br />

accrued income 43,783 66,426 24,326 41,011<br />

136<br />

<strong>CS</strong> LOXINFO


c) Outstanding balances arising from sales/purchases of goods/services/and expenses (Cont’d)<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht ’000 Baht ’000 Baht ’000 Baht ’000<br />

<br />

Amounts due from related parties<br />

Major shareholder and its related parties 558 162 - -<br />

Subsidiary - - 282 420<br />

Total amounts due from related parties 558 162 282 420<br />

<br />

Trade accounts payable<br />

Major shareholder and its related parties 34,731 27,425 30,137 22,945<br />

Subsidiaries - - 4,967 7,319<br />

Other related parties 536 1,425 536 1,425<br />

Total trade accounts payable 35,267 28,850 35,640 31,689<br />

Account payable of fixed assets<br />

Major shareholder and its related parties - 5,801 - 5,801<br />

Total account payable of fixed assets - 5,801 - 5,801<br />

Amounts due to related parties<br />

Major shareholder and its related parties 2,553 2,485 - -<br />

Other related parties - 43 - 35<br />

Total amounts due to related parties 2,553 2,528 - 35<br />

Accrued expenses<br />

Major shareholder and its related parties 506 667 506 667<br />

Other related parties - 1,624 - 1,624<br />

Total accrued expenses 506 2,291 506 2,291<br />

137 <strong>CS</strong> LOXINFO


d) Short-term borrowing from a related party<br />

The movements of short-term borrowing from a related party can be analysed as follows:-<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht ’000 Baht ’000 Baht ’000 Baht ’000<br />

<br />

Opening balance - - - -<br />

Borrowing from a related party 12,000 - - -<br />

Closing balance 12,000 - - -<br />

Short-term loan from a related party had no collateral, effective interest rate of 3% per annum and repayment<br />

within 1 year.<br />

e) Advance payment to a related party<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht ’000 Baht ’000 Baht ’000 Baht ’000<br />

<br />

Advance payment to a related party for services 8,336 67,869 8,336 67,869<br />

Recognised as expenses during the year (8,336) (59,533) (8,336) (59,533)<br />

Total - 8,336 - 8,336<br />

<br />

<br />

The Company made an advance payment to a related party for Internet network service. The prepayment<br />

was charged to the income statements based on the service fee and the period as specified in the contract.<br />

138<br />

<strong>CS</strong> LOXINFO


f) Warrants of Shin Corporation Public Company Limited and Shin Satellite Public Company <br />

Limited were granted to a member of the Board of Directors of the Company<br />

<br />

Shin Satellite Public Company Limited (“SSA”), the parent company of Shin Broadband Internet <br />

(Thailand) Company Limited, and Shin Corporation Public Company Limited (“Shin”), the parent <br />

company of SSA, issued their warrants to members of the Board of Directors of SSA and Shin <br />

respectively. The warrants of both companies are in registered form, are non-transferable and have no <br />

offering price. The terms of the warrants do not exceed five years. The details of the warrants are <br />

shown below:-<br />

Shin Satellite Public Company Limited<br />

<br />

(Before<br />

dilution)<br />

Exercise Exercise<br />

Exercise period<br />

<br />

Issued Issued ratio prices<br />

dates units (unit : share) (Baht/unit) First<br />

Last<br />

<br />

<br />

<br />

<br />

ESOP - Grant I 27 March 2002 3,298,400 1 : 2.04490 13.081 Expired on 26 March <strong>2007</strong><br />

ESOP - Grant II 30 May 2003 1,663,000 1 : 2.04490 6.279 30 May 2004 30 May 2008<br />

ESOP - Grant III 31 May 2004 1,944,200 1 : 1.02245 13.913 31 May 2005 31 May 2009<br />

ESOP - Grant IV 31 May 2005 1,619,900 1 : 1.02245 16.441 31 May 2006 31 May 2010<br />

ESOP - Grant V 31 May 2006 2,199,800 1 : 1 11.870 31 May <strong>2007</strong> 31 May 2011<br />

Shin Corporation Public Company Limited<br />

<br />

(Before<br />

dilution)<br />

Exercise Exercise<br />

Exercise period<br />

<br />

Issued Issued ratio prices<br />

dates units (unit : share) (Baht/unit) First<br />

Last<br />

<br />

<br />

<br />

ESOP - Grant I 27 March 2002 18,336,200 1 : 1.11410 12.269 Expired on 26 March <strong>2007</strong><br />

ESOP - Grant II 30 May 2003 1,899,300 1 : 1.11410 12.269 31 May 2004 30 May 2008<br />

ESOP - Grant III 31 May 2004 1,089,500 1 : 1.11410 32.681 31 May 2005 30 May 2009<br />

ESOP - Grant IV 31 May 2005 1,149,200 1 : 1.09950 37.981 31 May 2006 30 May 2010<br />

ESOP - Grant V 31 July 2006 1,018,200 1 : 1.06582 35.353 31 July <strong>2007</strong> 30 July 2011<br />

<br />

139 <strong>CS</strong> LOXINFO


g) Directors’ remuneration <br />

In <strong>2007</strong>, the total directors’ remuneration was Baht 3.72 million (2006: Baht 2.40 million). Directors’ <br />

remuneration represents monthly compensation, annual remuneration, and meeting fees within the<br />

amount approved by the shareholders of the Company at its annual general meeting.<br />

h) Warrants of SSA held by a director of AD Venture Company Limited <br />

A director of AD Venture Company Limited (“ADV”) held SSA’s Employee Stock Option Plan <br />

(ESOP) Grant I issued on 27 March 2002 and Grant II issued on 30 May 2003 amounting to 81,700 <br />

units and 56,200 units, respectively. These warrants of SSA were grant to the director during the <br />

year he was the employee of SSA, which is before he was appointed as a director of ADV. <br />

34 Financial instruments<br />

<br />

The principal financial risk faced by the Group is credit risks. However, it has no significant concentrations <br />

of credit risk.<br />

<br />

The carrying amounts of financial assets and liabilities approximate fair value.<br />

<br />

Foreign currency forward contracts payable, net<br />

<br />

As at 31 December <strong>2007</strong> and 31 December 2006, a subsidiary has entered into foreign currency forward<br />

contracts to hedge the foreign exchange rate risk in respect of accounts payable. The foreign currency forward<br />

contracts payable under these contracts are shown below:-<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht Baht Baht Baht<br />

<br />

Foreign currency forward contracts<br />

payable, net<br />

Foreign currency forward contracts receivable 15,276,918 73,888,552 - -<br />

Foreign currency forward contracts payable 15,302,442 74,595,472 - -<br />

Total foreign currency forward contracts<br />

payable, net 25,524 706,920 - -<br />

<br />

140<br />

<strong>CS</strong> LOXINFO


Foreign currency forward contracts payable, net (Cont’d)<br />

Consolidated<br />

<br />

<strong>2007</strong><br />

USD Baht <br />

2006<br />

USD Baht <br />

<br />

Within 1 year 454,000 15,302,442 2,055,000 74,595,472<br />

longer than 1 year - - - -<br />

Total 454,000 15,302,442 2,055,000 74,595,472<br />

<br />

<br />

Net fair values of derivative financial instruments<br />

The net fair values of derivative financial instruments at the balance sheet date were:-<br />

Financial derivatives<br />

Consolidated<br />

Company<br />

<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />

Baht Baht Baht Baht<br />

<br />

Foreign currency forward contracts 15,315,626 73,888,552 - -<br />

The net fair values of foreign currency forward contracts and option contracts have been calculated based<br />

on rates quoted by the Group’s bankers to terminate the contracts at the balance sheet date. <br />

141 <strong>CS</strong> LOXINFO


35 Segment information<br />

<br />

Financial information by business segment:<br />

For the year ended 31 December <strong>2007</strong> (Baht ’000)<br />

Satellite <br />

<br />

<br />

uplink -<br />

<br />

downlink Internet Media and Mobile Consolidation <br />

services services Advertising Contents eliminations Group<br />

<br />

Revenues from sales and<br />

<br />

services 25,366 1,375,779 993,513 147,465 (24,575) 2,517,548<br />

Share of net profit from<br />

<br />

investments in an associate - 40 - - - 40<br />

Cost of sales and services (17,727) (917,032) (378,890) (88,792) 20,857 (1,381,584)<br />

Selling and administrative<br />

<br />

expenses - (317,389) (457,445) (55,485) 3,718 (826,601)<br />

<br />

Segment results 7,639 141,398 157,178 3,188 - 309,403<br />

Operating profit 309,403<br />

Other income 82,148<br />

Loss on foreign exchange<br />

(486)<br />

<br />

Profit before interest 391,065<br />

Interest expenses<br />

(356)<br />

Deferred income tax<br />

(129,979)<br />

Minority interest<br />

265<br />

<br />

Net profit for the year 260,995<br />

<br />

Total segment assets 34,100 1,756,533 524,389 61,863 (8,591) 2,368,294<br />

<br />

Segment liabilities 2,197 455,594 269,004 24,967 (8,591) 743,171<br />

<br />

Depreciation (Note 10) 4,794 91,253 35,935 8,481 - 140,463<br />

Amortisation of equipment<br />

<br />

under concession<br />

<br />

agreements (Note 11) 4,174 17,087 - - - 21,261<br />

Recognition/amortisation<br />

<br />

of goodwill (Note 13) - 5,160 69,680 (6,188) - 68,652<br />

Amortisation of intangible<br />

<br />

assets - other (Note 12) - 6,596 4,647 4,190 - 15,433<br />

<br />

Total depreciation and<br />

<br />

amortisation 8,968 120,096 110,262 6,483 - 245,809<br />

<br />

142<br />

<strong>CS</strong> LOXINFO


Financial information by business segment: (Cont’d)<br />

For the year ended 31 December 2006 (Baht ’000)<br />

Satellite <br />

<br />

<br />

uplink -<br />

<br />

downlink Internet Media and Mobile Consolidation <br />

services services Advertising Contents eliminations Group<br />

<br />

Revenues from sales and<br />

<br />

services 30,907 1,418,822 917,407 103,227 (9,987) 2,460,376<br />

Share of net profit from<br />

<br />

investments in an associate - 19 - - - 19<br />

Cost of sales and services (22,125) (951,130) (343,216) (57,183) 8,553 (1,365,101)<br />

Selling and administrative<br />

<br />

expenses - (323,020) (443,383) (38,021) 1,434 (802,990)<br />

<br />

Segment results 8,782 144,691 130,808 8,023 - 292,304<br />

<br />

Operating profit 292,304<br />

Other income 51,843<br />

Loss on foreign exchange<br />

(2,023)<br />

<br />

Profit before interest 342,124<br />

Interest expenses<br />

(5,429)<br />

Deferred income tax<br />

(119,159)<br />

Minority interest<br />

(4,951)<br />

Net profit for the year 212,585<br />

Segment assets 28,439 1,819,219 662,099 110,411 (8,615) 2,611,553<br />

Associate - 3,693 - - - 3,693<br />

Total segment assets 28,439 1,822,912 662,099 110,411 (8,615) 2,615,246<br />

<br />

Segment liabilities 3,709 567,658 202,751 41,308 (8,615) 806,811<br />

<br />

Depreciation 4,785 93,881 34,558 6,901 - 140,125<br />

Amortisation of equipment<br />

<br />

under concession<br />

<br />

agreements 4,174 29,300 - - - 33,474<br />

Recognition/amortisation<br />

<br />

of goodwill - 8,067 76,381 (2,912) - 81,536<br />

Amortisation of intangible<br />

<br />

assets - other - 4,921 4,137 3,674 - 12,732<br />

<br />

Total depreciation and<br />

<br />

amortisation 8,959 136,169 115,076 7,663 - 267,867<br />

<br />

<br />

143 <strong>CS</strong> LOXINFO


Thailand is the home country of the Group and the <br />

operating territory. <br />

The Group is organised into the following business segments:-<br />

• Satellite uplink-downlink services<br />

• Sales and services relating to the Internet business<br />

• Media and advertising<br />

• Mobile contents<br />

<br />

36 Dividend payment <br />

<br />

At the annual ordinary shareholders meeting of the Company on 23 April <strong>2007</strong>, the shareholders passed<br />

a resolution to approve the dividend payment for the year 2006 of Baht 0.14 per share totalling Baht 87.50<br />

million (2006: Baht 206.25 million). The Company paid the dividend on 4 May <strong>2007</strong>.<br />

At the Board of Directors’ meeting on 9 August <strong>2007</strong>, a resolution was passed to approve the interim<br />

dividend payment of Baht 0.20 per share totalling Baht 125.36 million. The Company paid the dividend on 5<br />

September <strong>2007</strong> (2006: Baht 375.00 million). Grand total of dividend paid in <strong>2007</strong> was Baht 212.86 million<br />

(2006: Baht 581.25 million).<br />

<br />

37 Contingent Liabilities <br />

<br />

In <strong>2007</strong>, a debtor made a claim against a subsidiary in respect of an alleged default on an existing<br />

agreement seeking damages from the subsidiary. The claim is currently being considered by the relevant courts.<br />

After seeking appropriate legal advice, the opinion of the management of the subsidiary is that the resolution of<br />

this claim will not give rise to any significant loss. As such, the subsidiary has not recorded any provision in<br />

respect of this matter.<br />

<br />

38 Subsequent events <br />

<br />

a) Acquisition of ordinary shares of Shineedotcom Company Limited <br />

On 31 January 2008, AD Venture Company Limited (“ADV”) acquired 2.4 million ordinary shares of<br />

Shineedotcom Company Limited (“Shinee”) at Baht 6.29 per share, equivalent to 30% of the paid-up share<br />

capital of Shinee, at a total price of Baht 15.1 million. As a result of this acquisition, the Company owns<br />

100% share capital of Shinee.<br />

<br />

b) Proposed dividend payment <br />

At the Board of Directors’ meeting of the Company on 20 February 2008, the Board of Directors passed<br />

a resolution to recommend to the annual general meeting of shareholders for the payment of dividends for <br />

the year <strong>2007</strong>, at the rate of Baht 0.20 per share. The proposed dividends must be approved by the<br />

shareholders at their meeting.<br />

<br />

144 <strong>CS</strong> LOXINFO


Remuneration of Auditors <br />

Audit fees<br />

Audit fee of Baht 1.94 million to the auditor of the Company, and the audit fee of Baht 2.1 million <br />

to the auditor of its subsidiaries.<br />

<br />

Other service fees<br />

Acconting service fees for observation of destruction inventory totalling Baht 0.04 million to the<br />

auditor of the Company. There is no commitment to pay for any services in respect of the agreements <br />

in year <strong>2007</strong>.<br />

<br />

<br />

High <br />

Ouality <br />

Internet<br />

145<br />

<strong>CS</strong> LOXINFO


General Information <br />

on Reference Persons<br />

<br />

<br />

Security Registrar<br />

<br />

Auditor<br />

<br />

<br />

<br />

Thailand Securities Depository Company Limited<br />

62 The Stock Exchange of Thailand Building, <br />

Ratchadapisek Road, Klongtoey, Klongtoey, Bangkok 10110<br />

Tel<br />

Fax<br />

: +66 (02) 229 2800<br />

: +66 (02) 359 1259<br />

<br />

Thailand Securities Depository Company Limited<br />

Capital Market Academy Building, The Stock Exchange of Thailand<br />

2/7 Moo 4, (North Park Project) Vibhavadi-Rangsit Road, Km. 27,<br />

Tung Song Hong, Laksi, Bangkok 10210<br />

Tel : +66 (02) 596 9000<br />

Fax : +66 (02) 832 4994-6<br />

Website : www.tsd.co.th<br />

Mr. Prasit Yuengsrikul<br />

Certified Public Accountant Registration Number 4174<br />

PricewaterhouseCoopers ABAS Limited <br />

15 th Floor, Bangkok City Tower, 179/74-80 South Sathorn Road,<br />

Tungmahamek, Sathorn, Bangkok 10120 <br />

Tel : +66 (02) 286 9999, +66 (02) 344 1000<br />

Fax : +66 (02) 286 5050<br />

Website : www.pwc.com/thailand<br />

High<br />

<br />

<br />

<br />

Ouality <br />

146<br />

<strong>CS</strong> LOXINFO


Investor Information<br />

<br />

Investors should contact the Investor Relations Department to request information about <br />

<strong>CS</strong> <strong>LoxInfo</strong> or its subsidiaries and associate companies:<br />

<br />

Investor Relations Department<br />

<strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited<br />

973 President Tower 11 th Floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330, Thailand<br />

Tel : +66 (02) 263 8000 Ext. 5184<br />

Fax : +66 (02) 263 8102<br />

E-mail : ir@csloxinfo.net<br />

Website : www.csloxinfo.com<br />

<br />

<br />

<strong>CS</strong> <strong>LoxInfo</strong> is listed on the Stock Exchange of Thailand (SET)<br />

<br />

<br />

<br />

<br />

<br />

SET ticker<br />

Reuters<br />

Bloomberg<br />

<strong>CS</strong>L<br />

<strong>CS</strong>L.BK<br />

<strong>CS</strong>L TB<br />

Foreign limit : 49%<br />

Fiscal year ends : December 31<br />

External Auditor : PriceWaterhouseCoopers ABAS Limited<br />

<br />

<br />

<br />

Internet<br />

147 <strong>CS</strong> LOXINFO


Contributions to Society<br />

<strong>CS</strong> <strong>LoxInfo</strong> Promotes Smart Internet Use for the Youth <br />

in the Smart Click Project<br />

<br />

Committed to taking part in the development<br />

of Thai society, <strong>CS</strong> <strong>LoxInfo</strong> has arranged activities<br />

for social development in the “Smart Click”<br />

project with an aim to encourage Thai youth to<br />

use Internet creatively and appropriately. <br />

<br />

Initiated by <strong>CS</strong> <strong>LoxInfo</strong> Public Co., Ltd., a leading Internet<br />

service provider of Thailand, the Smart Click project has been<br />

carried out for three years. In <strong>2007</strong>, a variety of activities were<br />

conducted seriously and consecutively, including publishing a<br />

Smart Click Handbook for enhancing learning potential of Thai<br />

youth in proper Internet use, which enables children and parents<br />

to learn about Internet by themselves and suggests some nice<br />

web sites to explore. In addition to the handbook, the web site<br />

www.smartclick.in.th was developed under the concept of “Good<br />

Brains and Good Work to Share,” where the young can exchange<br />

their learning experience together. Moreover, in the Smart Click<br />

Roadshow in 16 schools in Bangkok organized by <strong>CS</strong> <strong>LoxInfo</strong>, <br />

Pol. Gen. Yanapol Yangyuen, Commander of the Bureau of<br />

Technology and Cyber Crime, the Department of Special<br />

Investigation (DSI), narrated real-life incidents about the<br />

positive and negative sides of Internet and taught about<br />

morals in the cyber world as part of efforts to make the<br />

youth of the new generation grow up to become quality<br />

citizens in the future. Besides, aimed at lending a hand to<br />

children in need in the four parts of the countries, another<br />

activity of the Smart Click is to provide support for schools<br />

lacking funds as well as teaching and learning equipment. In<br />

the past June, the company donated computers to Ban<br />

Prasat Kwang Khao School and Ban Rueathong Khlongkham<br />

School in Sri Saket province and invited an expert to give<br />

knowledge about smart Internet use for parents and<br />

children of these schools.<br />

<br />

All the activities have been created in the hope<br />

that they have contributed to the improvement of<br />

the quality of life of Thai people so that the people<br />

become strong and effective citizens in our society.


80 th DoGood Deeds<br />

Anniversary<br />

Computer Donation<br />

Computer Training<br />

for Our Farther<br />

Funds Donation<br />

Maketing Training<br />

Do Good Deeds for Our Farther in the Smart Click Project<br />

in Celebration of HM the King’s 80 th Anniversary<br />

Professor Wongkulpat Sanidvongs na Ayudyha, M.D., Chairman of the Board of <strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited, in cooperation with<br />

Suan Dusit Rajabhat University, Hydro and Agro Informatics Institute and Lampang Non-Formal Education Centre conducted activities for promoting<br />

learning for remote communities based on Sufficiency Economy philosophy. <strong>CS</strong> <strong>LoxInfo</strong> donated computers and funds as well as organised trainings<br />

in computer knowledge, namely computer problems solving and Internet connection. In addition, there were trainings in marketing products such as<br />

package designing and food processing, for youth and housewives at Ban Pa Miang School, Ban Sam Kha School, Wat Ban Paen Pongchai Education Centre<br />

in Lampang province, and Hill Area and Community Development Foundation in Chiang Rai province.<br />

These activities were held in celebration of His Majesty King Bhumibolûs 80 th Birthday Anniversary. Realising the importance of learning by means<br />

of "Reaching, Understanding and Developing" which is essential to the development of the youth and nation, <strong>CS</strong> <strong>LoxInfo</strong> has determined to promote<br />

learning and propagate information that benefits communities and young people in order that new ideas are generated and people can adapt them to suit their<br />

own talents and the needs of their communities.<br />

The good deeds we did in the passing year <strong>2007</strong> were a fitting tribute to His Majesty the King. In 2008, <strong>CS</strong> <strong>LoxInfo</strong> continues contributing to flourishing<br />

Thai society. We hope that communities will take advantage of the provided knowledge. All of our efforts are to produce practical, concrete results that<br />

are continuous and sustainable. This is in dedication to HM the King on the auspicious occasion of His 80 th Birthday Anniversary.<br />

www.smartclick.in.th<br />

149<br />

<strong>CS</strong> LOXINFO


The Charitable<br />

Project for Aids<br />

Patients <br />

The company has participated<br />

in various public charities such<br />

as the donation project named<br />

Charitable Merit Pass Card of Phra<br />

Udom Prachathorn (Dr. Alongkot of<br />

Wat Phrabatnampu) for the aids patients<br />

through Audiotex with Charitable Merit Hotline<br />

at 1900-222-000 and 1900-222-200. This is an opportunity<br />

for the Thai people to be involved in a charitable cause<br />

around the clock whenever they wish.<br />

Thailand YellowPages gives paper to<br />

Recycle Paper Products Group<br />

The company realizes the importance in resource<br />

efficiency and of being environmentally friendly. The<br />

company has handed over 4,000 old copies of Yellow<br />

Pages to the Recycle Paper Products Group to support the<br />

use of the recycled paper. The YellowPages paper can be<br />

used to make various kinds of handmade products such as<br />

baskets, boxes, flowers, key chains, etc. This increases the<br />

value of the used paper very well and generates incomes<br />

to the housewives group. The group’s products are very<br />

well appreciated by Thai people and foreigners.<br />

<br />

Thailand YellowPages support education<br />

by awarding the best advertising design<br />

The company is the leader in business media that<br />

concentrates on advertising design which provides complete<br />

information to the consumers so as to benefit them in their<br />

decision making in buying the products and services.<br />

Therefore, the company has realized the importance in<br />

combining the creativity with advertising design; thus<br />

joined hands with Bangkok Art Directors’ Association<br />

(B.A.D.) in organizing the Thailand YellowPages Directory<br />

Ad Design <strong>2007</strong> (TYPA <strong>2007</strong>) Project to award the total<br />

of Baht 150,000 in scholarships to the students who won<br />

the advertising design in Thailand YellowPages. This is an<br />

event that the company has been supporting for the second<br />

year to encourage the students to use creativity and<br />

imagination in the advertisings. This event has attracted<br />

many students from different educational institutions as<br />

seen from more entrants this year as compared to the year<br />

2006. <br />

<br />

Educational Support Project <br />

WATTA supports its educational magazines for<br />

schools that are lack of budget to purchase such<br />

publications. Each week, there are 200 magazines being<br />

distributed to over 100 schools and 150 magazines being<br />

distributed to Wat Suan Kaew. <br />

<br />

Learning Opportunity Project<br />

WATTA is a means in searching funding sponsorship<br />

for children who are chosen and certified by schools that<br />

they are lack of learning opportunities by providing spaces<br />

in Lok Wan Nee Newspapers everyday and Education<br />

Today Magazines every week. <br />

<br />

150<br />

<strong>CS</strong> LOXINFO


Condominium for Street Dogs Project<br />

by Wat Suan Kaew Foundation<br />

WATTA is a center in collecting the donations and<br />

donates money to street dogs through Wat Suan Kaew<br />

Foundation under Phra Phayom Kalayano’s kind<br />

responsibility in order to take care, give shelters and feed<br />

the dogs that are sick, crippled and left at the temples. <br />

<br />

Dhamma for Society Project<br />

<br />

WATTA is a means in organizing various events to<br />

encourage youths as well as general public to be a good<br />

person and to have moral. For example, in order to<br />

encourage politicians and public to pay attention to<br />

politics in a moral way, WATTA in conjunction with <br />

Phra Phayom Kalayano of Wat Suan Kaew organized <br />

an innovation talk on “Moral Politic? and gave out the<br />

Company’s books. <br />

<strong>CS</strong> LOXINFO received an honor award<br />

“Board of the Year Awards 2006/<strong>2007</strong>”<br />

The Thai Institute of Director (IOD) in collaboration<br />

with the Board of Trade of Thailand, the Federation of Thai<br />

Industries, the Thai Bankers Association, the Listed<br />

Companies Association, the Federation of Thai Capital Market<br />

Organizations and the Stock Exchange of Thailand passed the<br />

resolution to grant the prestigious award “Board of the Year<br />

for Exemplary Practices” to <strong>CS</strong> LOXINFO Public Company<br />

Limited to honor the Company’s Board of Directors for<br />

outstanding performance of their duties in accordance with<br />

good corporate governance practice for the year 2006/<strong>2007</strong>. <br />

<br />

<strong>CS</strong> LOXINFO’s Project “Send Books<br />

Spread Knowledge to the Library”<br />

<strong>CS</strong> LOXINFO Public Company Limited joined the<br />

32-year anniversary celebration of the Stock Exchange of<br />

Thailand by delivering under the project “Send Books<br />

Spread Knowledge To the Library” to pass on to school<br />

libraries, public libraries and prison libraries that are under<br />

the care of the Thai Library Association. This project was<br />

organized to provide Thai people with better opportunities<br />

to learn develop themselves from reading books in the<br />

libraries which in turn improving their quality of life and<br />

social as a whole. <br />

<br />

The Company’s Board of Directors is regarded as the<br />

representatives of the shareholders. It plays a significant role<br />

in overseeing management’s performance in creating<br />

maximum value for shareholders, taking into consideration<br />

transparency and fairness to every stakeholder. The Board of<br />

Directors performs its duties in accordance with good<br />

governance guidelines which reflect efficiency and productivity<br />

of the Company’s operations in a satisfactory manner.<br />

151<br />

<strong>CS</strong> LOXINFO


Glossary<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

ADSL<br />

: Asymmetric Digital Subscriber Line, a broadband Internet <br />

connection technology which utilizes existing copper telephone lines.<br />

ADV<br />

: AD Venture Company Limited<br />

Audiotext<br />

: A voice processing application that allows callers to listen to a menu<br />

of option and then select the area they are interested in by pressing<br />

the corresponding number on their telephone’s keypad.<br />

Broadband<br />

: A type of high-speed data transmission in which a single medium<br />

(wire) can carry multiple signals at once. <br />

CAT<br />

: CAT Telecommunication Public Company Limited<br />

Content Aggregator<br />

: Someone who aggregates content and sells it.<br />

Content Provider<br />

: Someone who owns content and sell it. <br />

<strong>CS</strong>P<br />

: C.S. Satellite Phone Company Limited <br />

<strong>CS</strong>S<br />

: <strong>CS</strong> <strong>LoxInfo</strong> Solutions Company Limited <br />

Dial-up<br />

: Internet connection over a telephone line using 56 Kbps Modem.<br />

IPSTAR<br />

: High-speed two way broadband Internet connection via satellite<br />

technologies. <br />

iPTV<br />

: Internet connection receiving data via satellite signal and sending <br />

data over a standard telephone line. <br />

ISDN<br />

: Integrated Services Digital Network, an Internet connection <br />

technology over digital telephone lines or normal telephone wires. <br />

Java game : Games which are created for mobile phones by using Java Script. <br />

Leased Line<br />

: A permanent connection over a leased circuit or wire, which is<br />

dedicated for Internet connection.<br />

LoxServe<br />

: Loxley Information Services Limited<br />

NTC<br />

: National Telecommunications Commission.<br />

PA<br />

: Point Asia Dot Com (Thailand) Company Limited <br />

Ringtone<br />

: Ringer sound or tone of telephone.<br />

SBI<br />

: Shin Broadband Internet (Thailand) Company Limited<br />

SHIN<br />

: Shin Corporation Public Company Limited<br />

SHINEE<br />

: Shineedotcom Company Limited<br />

SingTel<br />

: Singapore Telecommunication Limited <br />

SSA<br />

: Shin Satellite Public Company Limited <br />

Thailand Corporate Pages(White pages) : Telephone directory for business/corporate clients listed by name.<br />

The company or <strong>CS</strong> <strong>LoxInfo</strong> : <strong>CS</strong> <strong>LoxInfo</strong> Public Company Limited<br />

TMC<br />

: Teleinfo Media Public Company Limited <br />

TOT<br />

: TOT Public Company Limited <br />

Transponder<br />

: An electronic device, inside a satellite, that uses a satellite dish to<br />

receive signals from the teleport and re-transmits to a ground teleport.<br />

VDO Clip<br />

: Animated images with sound.<br />

VoIP<br />

: Voice over Internet Protocol, voice data transmission by using a<br />

protocol over the Internet. <br />

Wallpaper<br />

: Image on the screen.<br />

Wap service<br />

: A service which can be used to download straight onto a mobile phone.<br />

WATTA<br />

: Watta Classified Company Limited <br />

Web portal<br />

: A web site which is the center for customers to go to the other websites.<br />

YellowPages<br />

: Telephone 152 <strong>CS</strong> directories LOXINFO for products and services.


Additional and Adap tab le I nf or m ation in Annu al R e p or t 2 0 0 7 of C S L ox I nf o P u b lic c om p any L im ite d<br />

Additiona l<br />

I nf or m ation of th e ne w D ir e c tor<br />

Na m e M r . K r i t t i y a V e e r a b u r u s<br />

Ag e 39<br />

Pr e s e n t Po s i t i o n D i r e c t o r<br />

S h a r e h o l d i n g N o n e<br />

R e l a t i o n s h i p w i t h M a n a g e m e n t N o n e<br />

H i g h e s t E d u c a t i o n M B A i n F i n a n c e a n d I n v e s t m e n t<br />

G o l d e n G a t e U n i v e r s i t y , S a n F r a n c i s c o , U S A<br />

G o v e r n a n c e T r a i n i n g o f I O D -<br />

E x p e r i e n c e M a r c h 20 0 8 P r e s e n t D i r e c t o r , C S L o x I n f o P u b l i c C o m p a n y L i m i t e d<br />

20 0 6 P r e s e n t E x e c u t i v e V i c e P r e s i d e n t , D i r e c t I n v e s t m e n t<br />

P h a t r a S e c u r i t i e s P u b l i c C o m p a n y L i m i t e d<br />

20 0 5 J u l y 20 0 6 D i r e c t o r , D i r e c t I n v e s t m e n t<br />

P h a t r a S e c u r i t i e s P u b l i c C o m p a n y L i m i t e d<br />

20 0 2 M a y 20 0 5 D i r e c t o r , I n v e s t m e n t B a n k i n g<br />

M e r r i l l L y n c h P h a t r a S e c u r i t i e s C o ., L t d .<br />

20 0 0 N o v e m b e r 20 0 1 A s s o c i a t e , I n v e s t m e n t B a n k i n g , A s i a P a c i f i c<br />

T e l e c o m & M e d i a G r o u p M e r r i l l L y n c h<br />

( A s i a P a c i f i c ) L i m i t e d , H o n g K o n g<br />

19 9 9 S e p t e m b e r 20 0 0 V i c e P r e s i d e n t , I n v e s t m e n t B a n k i n g<br />

M e r r i l l L y n c h P h a t r a S e c u r i t i e s C o ., L t d .<br />

19 9 8 F e b r u a r y 19 9 9 S e n i o r M a n a g e r , B u s i n e s s D e v e l o p m e n t<br />

D e p a r t m e n t G r a m m y E n t e r t a i n m e n t P u b l i c<br />

C o m p a n y L i m i t e d<br />

19 9 7 J u n e 19 9 8 M a n a g e r , D i r e c t I n v e s t m e n t D e p a r t m e n t<br />

A m e r i c a n I n t e r n a t i o n a l A s s u r a n c e C o ., L t d .<br />

19 9 5 S e p t e m b e r 19 9 7 M a n a g e r , I n v e s t m e n t B a n k i n g D e p a r t m e n t<br />

T h a i F u j i F i n a n c e a n d S e c u r i t i e s C o ., L t d .<br />

I l l e g a l R e c o r d i n p a s t 1 0 y e a r s N o n e<br />

Remark: M r . K r i t t i y a V e e r a b u r u s b e i n g a p p o i n t e d b y t h e B o a r d M e e t i n g N o . 3 / 2 0 0 8 o n M a r c h 7 , 2 0 0 8 a s t h e D i r e c t o r i n s u b s t i t u t i o n o f<br />

M r . V a s a n t C h a t i k a v a n i j w h o r e s i g n e d o n D e c e m b e r 2 6 , 2 0 0 7<br />

1/4


Pa g e 7 6 -7 7 R i s k F a c t o r s<br />

Industry Risk<br />

• R<br />

i s k a r i s i n g f r o m u n f a i r p r i c i n g<br />

A s t h e r e a r e s e v e r a l t y p e s o f T e l e c o m O p e r a t o r s t h i s m a y l e a d t o u n f a i r p r i c i n g c h a r g e d b e t w e e n o p e r a t o r s<br />

c o n s e q u e n t l y s o m e o p e r a t o r s m a y g a i n a d v a n t a g e i n r e t a i l p r i c e o f f e r i n g s t o t h e c u s t o m e r s . T h i s c a u s e s<br />

u n f a i r c o m p e t i t i o n . T h e C o m p a n y o v e r c o m e s t h i s b y d i r e c t n e g o t i a t i o n t o f i n d a m u t u a l s o l u t i o n w h i c h h a s<br />

m u t u a l b e n e f i t s a m o n g o p e r a t o r s i n p a r a l l e l w i t h f o r m a l n e g o t i a t i o n p r o c e d u r e s s p e c i f i e d b y N T C .<br />

• R<br />

i s k a r i s i n g f r o m h i g h c o s t o f L e a s e d C i r c u i t s<br />

A s t h e c o s t o f L e a s e d C i r c u i t s w h i c h t h e C o m p a n y l e a s e f r o m t h e o t h e r o p e r a t o r a t c u r r e n t m a r k e t p r i c e h a s<br />

i n c r e a s e d a n d i t i s t h e m a j o r c o s t o f t h e i n t e r n e t s e r v i c e . C o n s e q u e n t l y , t h i s m a y c a u s e t h e C o m p a n y t o l o s s<br />

t h e c o m p e t i t i v e a d v a n t a g e s . T h e C o m p a n y o v e r c o m e t h i s r i s k b y o b t a i n i n g t h e l i c e n s e t o o p e r a t e t h e L e a s e d<br />

C i r c u i t s i n p a r a l l e l w i t h s e e k i n g t h e s t r a t e g i c p a r t n e r w h o c a n a g r e e t o a c h i e v e l o w e r c o s t o f L e a s e d C i r c u i t s<br />

b u t c a n g a i n m u t u a l b e n e f i t i n l o n g t e r m .<br />

C o m p e titio n Risk<br />

• R<br />

i s k a r i s i n g f r o m l o s i n g T M C s m a r k e t s h a r e<br />

T h e t e l e p h o n e d i r e c t o r i e s b u s i n e s s i n T h a i l a n d h a d b e e n l i b e r a l i z e d s i n c e 20 0 5 , s o t h e r e m i g h t b e c h a n c e<br />

t h a t n e w o p e r a t o r s m a y s h a r e t h i s m a r k e t . A l t h o u g h i n r e a l i t y t h e r e w e r e a f e w e r c o m p e t i t o r s p r i o r t o t h e<br />

l i b e r a l i z a t i o n . H o w e v e r , t h e h u g e n u m b e r o f f r e e c i r c u t i o n t h e Y e l l o w P a g e s , t h e l o n g t e r m r e l a t i o n s h i p w i t h<br />

c u s t o m e r s a n d i t s d a t a b a s e f o r m a s t r o n g b a r r i e r t o p r o t e c t i t s m a r k e t s h a r e . M o r e o v e r , T M C a l s o i n t r o d u c e d<br />

i n t e g r a t e p l a t f o r m o f m u l t i m e d i a i .e . F l i p -C a l l -a n d C l i c k ( P r i n t , D A -C a l l C e n t e r a n d I n t e r n e t ) t o i m p r o v e<br />

R O I f o r i t s a d v e r t i s e r s t o p r o t e c t i t s a d v e r t i s e r s f r o m s w i t c h i n g .<br />

2/4


Ada p ta b l e<br />

Pa g e 7 D i v i d e n d Po l i c y<br />

• T<br />

h e C o m p a n y s d i v i d e n d p o l i c y<br />

T h e C o m p a n y s d i v i d e n d p o l i c y i s t o p a y d i v i d e n d n o l e s s t h a n 40 p e r c e n t o f n e t p r o f i t a f t e r t a x , i f t h e<br />

f u n d i s n o t r e q u i r e d e l s e w h e r e a n d s u b j e c t t o t h e e c o n o m i c a n d f u t u r e p r o j e c t o f t h e C o m p a n y a n d t h e<br />

s u b s i d i a r i e s a n d t h e p a y m e n t w o u l d h a v e n o s i g n i f i c a n t e f f e c t o n t h e r u n n i n g o f t h e C o m p a n y .<br />

C h a n g e t o<br />

T h e C o m p a n y s d i v i d e n d p o l i c y i s t o p a y d i v i d e n d n o l e s s t h a n 40 p e r c e n t o f n e t p r o f i t a f t e r d e d u c t i o n o f<br />

a l l t a x e s , l e g a l r e s e r v e s a n d o t h e r r e s e r v e s s p e c i f i e d b y l a w a n d t h e C o m p a n y r e g u l a t i o n s o f t h e s t a n d a l o n e<br />

p r o f i t a n d l o s s s t a t e m e n t , i f t h e f u n d i s n o t r e q u i r e d e l s e w h e r e a n d s u b j e c t t o t h e e c o n o m i c a n d f u t u r e<br />

p r o j e c t o f t h e C o m p a n y a n d t h e s u b s i d i a r i e s a n d t h e p a y m e n t w o u l d h a v e n o s i g n i f i c a n t e f f e c t o n t h e<br />

r u n n i n g o f t h e C o m p a n y .<br />

• T<br />

h e s u b s i d i a r i e s o f t h e C o m p a n y s d i v i d e n d p o l i c y<br />

L o x l e y I n f o r m a t i o n S e r v i c e s C o m p a n y L i m i t e d , T e l e i n f o M e d i a P u b l i c C o m p a n y L i m i t e d , A D V e n t u r e<br />

C o m p a n y L i m i t e d a n d W a t t a C l a s s i f i e d s C o m p a n y L i m i t e d i t s s u b s i d i a r i e s o f t h e C o m p a n y h a v e t h e<br />

d i v i d e n d p o l i c y i s t o p a y d i v i d e n d n o l e s s t h a n 5 0 p e r c e n t o f n e t p r o f i t .<br />

C h a n g e t o<br />

L o x l e y I n f o r m a t i o n S e r v i c e s C o m p a n y L i m i t e d , T e l e i n f o M e d i a P u b l i c C o m p a n y L i m i t e d , A D V e n t u r e<br />

C o m p a n y L i m i t e d a n d W a t t a C l a s s i f i e d s C o m p a n y L i m i t e d i t s s u b s i d i a r i e s o f t h e C o m p a n y h a v e t h e<br />

d i v i d e n d p o l i c y i s t o p a y d i v i d e n d n o l e s s t h a n 40 p e r c e n t o f n e t p r o f i t a f t e r d e d u c t i o n o f a l l t a x e s , l e g a l<br />

r e s e r v e s a n d o t h e r r e s e r v e s s p e c i f i e d b y l a w a n d t h e s u b s i d i a r i e s r e g u l a t i o n s o f t h e s t a n d a l o n e p r o f i t a n d<br />

l o s s s t a t e m e n t , i f t h e f u n d i s n o t r e q u i r e d e l s e w h e r e a n d s u b j e c t t o t h e e c o n o m i c a n d f u t u r e p r o j e c t o f t h e<br />

s u b s i d i a r i e s a n d t h e p a y m e n t w o u l d h a v e n o s i g n i f i c a n t e f f e c t o n t h e r u n n i n g o f t h e s u b s i d i a r i e s .<br />

C o r p o r a t e G o v e r n a n c e<br />

Pa g e 20 C o rp o ra te G o v e rna nc e P o l ic y<br />

I n t h e B o a r d o f D i r e c t o r s M e e t i n g N o . 3/2 0 0 8 o n M a r c h 19 , 20 0 8 <br />

C h a n g e t o<br />

I n t h e B o a r d o f D i r e c t o r s M e e t i n g N o . 4/2 0 0 8 o n M a r c h 19 , 20 0 8 <br />

Pa g e 26 5 . 1 A udit C o m m itte e ( A C )<br />

d u r i n g B o a r d M e e t i n g N o . 3/2 0 0 8 o n M a r c h 19 , 20 0 8 <br />

C h a n g e t o<br />

d u r i n g B o a r d M e e t i n g N o . 4/2 0 0 8 o n M a r c h 19 , 20 0 8 <br />

3/4


Pa g e 3 2 10 . T h e P e rf o rm a nc e A sse ssm e nt o f th e B o a rd o f D ire c to rs<br />

I n t h e B o a r d M e e t i n g N o . 3/2 0 0 8 o n M a r c h 19 , 20 0 8 <br />

C h a n g e t o<br />

I n t h e B o a r d M e e t i n g N o . 4/2 0 0 8 o n M a r c h 19 , 20 0 8 <br />

Pa g e 3 6 3 . Risk M a na g e m e nt<br />

I n t h e B o a r d M e e t i n g N o . 3/2 0 0 8 o n M a r c h 19 , 20 0 8 <br />

C h a n g e t o<br />

I n t h e B o a r d M e e t i n g N o . 4/2 0 0 8 o n M a r c h 19 , 20 0 8 <br />

Pa g e 3 9 E x p e rie nc e o f M r. V iro j T o c h a ro e nv a nith<br />

20 0 5 P r e s e n t D i r e c t o r , T h a i - A m a d e u s S o u t h E a s t A s i a C o ., L t d .<br />

20 0 4 P r e s e n t D i r e c t o r , C S L o x I n f o P l c .<br />

C h a n g e t o<br />

20 0 5 P r e s e n t D i r e c t o r , T h a i - A m a d e u s S o u t h E a s t A s i a C o ., L t d .<br />

D i r e c t o r , C S L o x I n f o P l c .<br />

4/4

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