Annual Report 2007 - CS LoxInfo
Annual Report 2007 - CS LoxInfo
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 />
<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