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Contents Our Vision Financial Highlights Message from Chairman of the Board of Directors Message from Chief Executive Officer Audit Committee’s Report General Information Corporate Information Company Background Business Operation Risk Factors Major Shareholders Organization Chart Management Structure Corporate Governance Internal Information Control Internal Control Dividend Policy Related Transactions Report of Board of Directors’ Responsibilities Details of Executives and Authorized Directors of the Company Details of Executives and Authorized of the Company and subsidiaries Financial Status and Operating Results Analysis Auditor's Report & Financial Report

1 2 3 4 6 7 8 10 14 16 17 18 27 37 38 39 40 43 44 54 56 58


Financial Highlights 2008 Consolidate

Balance Sheet C Current Assets Total Assets Current Liabilities Total Liabilities Total Shareholders’ Equity

+/(%)

2009 Consolidate

Unit : Million Baht +/+/2010 (%) (%) Consolidate

322.38 1,926.34 673.63 982.67 943.67

+ 17.04 + 16.60 + 34.89 + 2.94 + 35.28

138.64 1,791.51 580.95 963.93 827.58

- 56.99 - 7.00 - 13.76 - 1.91 - 12.30

316.36 473.19 789.56 256.03 369.06 31.55

+ 24.62 + 1.23 + 9.46 - 12.60 - 5.01 - 59.97

126.59 345.70 472.30 81.47 178.07 (93.59)

- 59.99 - 26.94 - 40.18 - 68.21 - 51.86 - 396.64

207.07 1,748.02 581.27 862.60 885.42

+ 49.36 - 2.43 + 0.05 - 10.51 + 6.99

Statements of Income Revenue from sales Revenue from rental and transportation services Total Revenue Gross profit EBITDA Net Profit

225.82 + 78.38 + 8.68 375.71 601.53 + 27.36 204.67 + 151.21 233.19 + 30.95 57.84 + 161.80

Financial Ratio Analysis Current ratio (times) Debts to Equity (times) Debt Service Coverage Ratio (times) Return on Equity (%) Gross Profit Margin (%) Net Profit Margin (%)

0.48 1.04 8.47 3.85 32.43 4.00

1

0.24 1.16 3.76 (10.57) 17.25 (19.82)

0.36 0.97 5.76 6.57 34.02 9.62


Massaage from Chairmaan of the Board B off Directorrs Dear All Shareholders S 22010 was still a year of businness fluctuationn but Thai econnomic in overaall was at posittive expansion rate. Howeveer, the busineess operation was w required greatly g care duue to the flucctuation of gloobal economic especially in some Europeaan countries that t encountereed great seriouus economic problem, as welll as internal poolitic condition of the countryy which was stiill under disppute. As a reesult of our veery long time experience e for more than 30 years, and maanagement thatt relied on goood understandding in businesss operation, ouur operating ressult in 2010 hadd well achievedd our prescribeed target. TThe Board of Directors D have well realized to t the missions as we have beeen trusted by tthe shareholderrs to oversee thhe interest off the company, we are therefoore ready to devvote our effortss to develop buusiness potentiaality of the com mpany to becom me stronger, more m stable andd successfully achieve a the preescribed target for f benefit of all a related partiees. OOn behalf of the Board off Directors, I would like too thank all shhareholders, cuustomers, finaancial institutees, managemeents, employeees and all relateed parties who have h regularly supported our business operaation thoroughlyy.

____________________________ (Assist. Prof. Dr. Pibooon Limprapat) Chairm man of the Boardd of Directors

2


Massage from Chief Executive Office Dear All Shareholders Based on Thai economic that significantly recovered in 2010, the investment atmosphere was then becoming more active especially investment in heavy industrial sector, petrochemical, power, public utilities system including construction project of large shopping center which had been continuously grown. Even in the past, the investors were still worried about economic stability in some European countries and also politic situation within the country. However, in overall, it is believed that Thai economic can be grown in supporting with year 2010, the banks and financial institutes had granted more loans to the minor purchasers of machine. Such had resulted higher growth to the operating result of Chu Kai Public Company Limited and affiliated companies, of which, the company earned total income Baht 601.5 Million which was increased from 2009 (Baht 472.3 Million) or 27.4%, net profit Baht 57.8 Million which was increased from 2009 (loss Baht 93.6 Million) or 161.8%. The company thus strongly feel confidence in our potentiality both in the heavy tools and machine and personnel to support growth by providing excellent service at competitive price simultaneously with growth in heavy industry and country development and all with our more than 30 years experience and wide vision management policy, building of business alliance both within and outside the country, seeking for foreign market especially The Lao People’s Democratic Republic and Union of Myanmar who are now developing their countries as well as seeking for other business channel that support our existing business to be the important factor for sustainable growth under the rapid change of business situation that widely impact and required very careful management.

(Mr. Thongchai Praerangsi) Chief Executive Officer

3


Audit Committee’s Report Report of the Audit Committee The Audit Committee, Chu Kai Public Company Limited, is consisted with 4 committees, namely, Mr. Vacharin Duangdara, Mr. Surin Premamornkit, Mr. Jessada promjart and Mrs. Werawan Boonkwan, all are independent committee duly qualified according to the requirement of SET. In preceding year, the Audit Committee had performed its duty according to the scope of responsibilities assigned by the Board of Directors. In 2010, there were total 8 Meetings. In the Meetings, the management, the Audit Committee and the Certified Public Accountant had explained related issued which is summarized as follows:1.

Review to ensure correct and sufficient financial report - To review interim financial statements and for 2010 of the company in jointly with the auditor including disclosure of material information and acknowledge notice of the auditor to propose to the Board of Directors for approval by exchanging idea with the auditor, management and internal audit to ensure that the preparation and disclosure of information in such financial report is correct, complete and credible. - Review any affects to the Company and its affiliated companies from the change in essential policy in financial standard as per International Financial Reporting Standard, in order to be well prepared for an adjustment of present Thailand financial standard to international financial standard which will be enforced in 2011

2.

Review to ensure suitable and efficient internal control system for the company To review to ensure suitable and efficient internal control system in jointly with outsourced the auditor, such as, report on internal control efficiency assessment for 2010 and consider audit plan including to acknowledge result of audit and suggestion of internal control department by proposing to the management of the company to consider, improve and correct as deemed appropriate as the case may be including to continuously follow such improvement.

3.

Review the sufficiency of Risk Management System of the company To acknowledge and review risk management of the company in several aspects, financial risk management, risk management occurred from operation of current business including risk management for investment plan, etc. to ensure that risk management of the company is at acceptable level.

4.

Review the company to comply with related laws To acknowledge the compliance with related laws, e.g. Securities and Exchange Act, Notification of Security and Exchange Commission, notification of Securities Exchange of Thailand. 4


5.

Consider, select, propose for appointment and determine remuneration for the auditor The Audit Committee arranges the Meeting to consider, select and propose to the Board of Directors to consider and request approval to Annual General Meeting of Shareholders year 2011 to appoint Mr. Banjong Pitchaprasat, Certified Public Account No.7147 or Mr. Prawit Viwanthananut, Certified Public Accountant No. 4917 or Mr. Therdthong Thepmangkorn, Certified Public Account No. 3787 or other auditors with certified public account of ANS Audit Co., Ltd. to be the auditor of the company and propose remuneration for 2011.

6.

Consider the disclosure of related item and conflicted item Consider related items of related company and/or person which may be conflicted as disclosure by the auditor in consolidated financial statement and opined that the inter-transaction of related company or previously related company was continuously decreased from the preceding year of which those inter-transaction were general trading in the past. For inter-transaction incurred between the group of companies and director were still in accordance of contract and agreement. Loan was acquired to support financial fluency without interest. The Audit Committee opined that the company has prepared financial statements according to the generally certified principles, having sufficient internal control system suitable to business operation, risk management at acceptable level and good governance system.

___________________________ (Mr. Vacharin Duangdara) Chairman of the Audit Committee

5


General Information

Securities Registrar Company Address

: :

Telephone Facsimile

: :

Thailand Securities Depository Company Limited The Stock Exchange of Thailand Building, 62 Rachadapisek Road, Klongtoey, Bangkok 10110 0-2229-2800, 0-2654-5599 0-2359-1259

Auditor Auditor Certified Public Accountant No. Company Name Telephone Facsimile

: .: : : :

6

Mr. Bunjong Pichayaprasart 7147 ANS Audits Company Limited 0-2645-0109 0-2645-0110


Corporate Information Company Name Business Type

Location Subsidiary Companies

Home Page Company Registration Telephone Facsimile Registered Capital Paid-Up Capital

: Chu Kai Public Company Limited (“CRANE”) : A services provider in lifting, assembling and installing large equipment or heavy machinery by cranes, forklifts, container handlers and other machinery, including transportation services by prime movers, trailers and trucks. CRANE also provides sale, refurbishment and after-sale services for used and modified machinery as well as sale of spare parts. : 42/62 Moo 14 Soi Chanyawat 5, Bangna-Trad Road Km. 7, Bangkaew, Bangplee, Samutprakarn 10540 : The Crane Services Co., Ltd (“TCS”) 42/51 Moo 14 Bangna-Trad Rd., Bangkaew, Bangplee, Samutprakarn 10540 The Crane Laem Chabang Co., Ltd. (“TCL”) 195/95 Moo 5 Nongkham, Sriracha, Chonburi 20230 The Crane Rayong Co., Ltd. (“TCR”) 4/2 Moo 4 Nikom Pattana, Ampur Nikom Pattana, Rayong 21180 The Crane Heavy Lift Co., Ltd. (“TCH”) 68/55 Moo 10 Phaholyothin Rd., Khongnueng, Klongloung, Patumthani 12120 : www.chukai.co.th : 0107548000412 : 0-2715-0000, 0-2316-2873-7 : 0-2316-6574, 0-2316-6637 : 450,000,000 Baht : 450,000,000 Baht

7


Company Background Group of the Companies has been set up by Mr. Thongchai Praerangsi in 1990 in order to provide rental services of cranes, forklifts and other construction machinery for lifting, assembling and installing large and heavy objects as well as sale of machinery under The Crane Services Co., Ltd. (“TCS”). After the industry-expansion, Mr. Thongchai Praerangsi has set up The Crane Laem Chabang Co., Ltd. (“TCL”), The Crane Rayong Co., Ltd. (“TCR”) and The Crane Heavy Lift Co., Ltd. (“TCH”). In 1997, Mr. Thongchai Praerangsi has set up Chu Kai Co., Ltd. in order to import used cranes and parts from aboard for sell including repair services. There was group restructure in 2004, which CRANE has invested in TCL, TCR, and TCH for 99.99 percent each. CRANE also has invested in TCS for 99.99 percent in 2006. After all the group restructure, CRANE is mainly operated in sell and provide repair services for cranes while its subsidiaries only provide rental service. The details in each significant process are as of the following; 1990

TCS has been established with paid-up capital of Baht 2.00 million to engage with the rental services of cranes, forklifts and transportation services as well as sale of machinery. TCS was located on BangnaTrad Road Km. 3.

1991

TCS increased the paid-up capital to Baht 20.00 million for the business expansion.

1992

TCL has been established with paid-up capital of Baht 2.00 million to provide rental services of cranes, forklifts and transportation services as well as sale of machinery around Laem Chabang Seaport in Chonburi Province.

1994

TCR has been established with paid-up capital of Baht 2.00 million to provide rental services of cranes, forklifts and transportation services as well as sale of machinery around Mapthaphut Industrial Estate in Rayong Province.

1996

TCH has been established with paid-up capital of Baht 10.00 million to provide rental services of cranes, forklifts and transportation services as well as sale of machinery around Pathumthani, Ayudthaya, Saraburi and other Southern provinces.

May 26th 1997

In order to separate selling, repairing, and machinery rental services, CRANE has been established with paid-up capital of Baht 1.00 million on Bangna-Trad Road Km. 7 to import from overseas or purchase domestically used cranes and resell to its subsidiaries (TCS, TCL, TCR, and TCH) and other clients. CRANE shall repair and modify the used cranes before reselling to the customers. Moreover, CRANE was the hub of the repair services of used cranes and the sales of spare parts to its subsidiaries (TCS, TCL, TCR and TCH) and other clients. Its subsidiaries shall mainly provide machinery rental services for lifting, assembling and installing as well as transportation services only.

1999

CRANE has increase its paid-up capital from Baht 1.00 million to Baht 50.00 million by issued new common shares to the existing shareholders.

2000

TCS had financial problem and got into debt restructuring process with 5 debtors. TCS has total restructuring debt of Baht 950,234,872.49 (Principal of Baht 607,359,056.88 and Accrued interest of Baht 342,875,815.61) 8


December 2001

CRANE imported 410-ton-used-crane.

October 30th, 2002 CRANE has increased its paid-up capital from Baht 50.00 million to Baht 100.00 million. May 1st, 2004

CRANE has invested in TCL, TCR, and TCH at the proportion of 99.99 percent each by purchasing shares from Mr. Thongchai Praerangsi’s group at par value.

November 8th, 2004 CRANE has increased its paid-up capital from Baht 100.00 million to Baht 200.00 million. November 2004

CRANE imported 600-ton-used-crane with supplementary. The 600-ton-crane is the most capable crane in Thailand with highest lifting capacity at that time.

June 8th 2005

CRANE has transformed into Public Company Limited

July 2005

CRANE imported brand new truck crane to support its expansion, which need high quality machinery and high service standard.

October 1st, 2006

CRANE has invested in TCS at the proportion of 99.99 percent by purchasing shares form Mr. Thongchai Praerangsi’s group at par value.

November 21st 2006 CRANE increased its investment in TCL, TCR, and TCH by cash for Baht 15.00 million each. November 23rd 2006 CRANE has been granted the loan in the amount of Baht 280.00 million to purchase land on BangnaTrad Km. 22 for 34-1-41 Rais from Today Transport Co., Ltd. (“TDT”) for its future expansion. This loan is used for debt restructuring between TCS and TDT as well. November 30th 2006 CRANE has increase its paid-up capital from Baht 200.00 million to Baht 350.00 million by offer to private placement for 50.00 million shares (par value of Baht 1.00 per share) at the price of Baht 2.00 per share, and offer to Mr. Thongchai Praerangsi for 100 million shares (par value of Baht 1.00 per share) at the price of Baht 1.00 per share. The proceed has been used for working capital and invested in TCS at the proportion of 99.99 percent. March 19th 2007

CRANE has increase its registered capital to Baht 450.00 million (450,000,000 share at the par value of Baht 1.00 per share) for initial public offering to be listed in MAI.

February 13th 2008 CRANE was approved for Initial Public Offering (IPO) and was a listed company in the Market for Alternative Investment (mai) July 2010

The Company has imported 5 units of brand new crane from China to develop into Thailand market. There are good and positive responses from customers and the Company is likely to be assigned by this manufacturer as Exclusive Distributor in Thailand.

9


Business Operation Type of Business and Nature of Operation The Company and its subsidiaries (The Crane Services Co., Ltd. (“TCS”), The Crane Laem Chabang Co., Ltd. “(TCL”), The Crane Rayong Co., Ltd. (“TCR”), and The Crane Heavy Lift Co., Ltd. (“TCH”) have provided services in lifting, assembling and installing large equipment, heavy machinery and objects in industrial and construction by cranes, forklifts and other machinery. CRANE shall import good quality of used machinery, and repair or maintenance for better quality. Moreover, CRANE also sells modified cranes and repairs cranes for general customers. The main business of CRANE can be divided into three groups as of the following; 1. A service provider in lifting, assembling and installing large equipment, heavy machinery and any object by cranes, forklift, container handler and other machinery for construction and industrial projects as well as logistic services. Services can be provided by project or period of time (daily or monthly basis). The machinery provided by its subsidiaries can be divided into three main groups as of the following; 1.1 Cranes are the machinery that can be used in many industries such as construction, import and export, refinery plants, power plants, and petrochemical plants. Cranes are used to lift, install, or assemble of large or high equipment, machines, and any objects. Most cranes of The Company are good used cranes imported from Japan. 1.2 Forklifts are middle size machinery that can be used for moving or lifting objects or finished goods in any factories or seaports. Most forklifts of The Company are good used forklifts imported from Japan, Europe, and America. 1.3 Transportation machinery such as prime movers, flat bed trailers and low bed trailers. This type of machinery is mainly used to transport The Company’s machinery to customer’s site. 2. Sell of modified used cranes since some customers would like to use our machinery in long term and they consider that purchase our machinery is worth than rental. 3. Repairing services of used machinery and sell machinery’s spare parts. This service is mainly set up for our subsidiaries but The Company also provides the service to general customers since CRANE has full equipment, skilled and high experienced mechanics, and variety parts both from domestic and overseas sources.

10


Main Operation Process Import from Overseas (brand new machine)

Import from Overseas/Purchase from Local Suppliers (used machine)

Maintenance or Overhaul Operated by CRANE Modified Machinery

Sale to Customers

Sale or Rent out to Subsidiaries

Project Rental Term

Monthly Rental Term

Daily Rental Term

Operated by Subsidiaries (TCS, TCL, TCR, TCH)

The Company procures heavy machinery for its operation by importing used good machine from reliable suppliers, mainly from Japan. After inspection and selection by our personnel, following this mechanical inspection the machine is selected for purchase and imported into Thailand, where repairs, modifications and/or overhaul are made where necessary prior to the machinery item being sold on to customers or incorporated into the subsidiaries rental fleet. Our Vision To be the leading logistic service operator on lifting and transporting machinery and equipment in Southeast Asia with highest standard of services and readiness for the maximum benefit and satisfaction of our customers. Our Mission To raise up and strongly hold our standard of Services Quality on lifting and transporting machinery and equipment up to the Global Operating Standards. Chu Kai Public Company Limited will provide the best services to our customers with excellent understanding, security and value for money throughout the region and worldwide.

11


Business Goal To raise up and strongly hold our service and quality standards of lifting, assembling, and installing of huge equipment for construction businesses using cranes, forklifts, container handlers and other construction machinery, as well as transport services using transportation machinery and equipment to reach the same standard as Global Operating Standards in order to widen our chances to compete in this business line and expand our services internationally under the Turn Key service strategies. Services and Distribution Channel Our service shall provide to both sub contractors and direct end users in the proportion of 80 and 20 percent of rental and transportation service respectively. Revenue Structure Type of Products

2008 MB Percent

Operated by

2009 MB Percent

2010 MB Percent

298.99

59.29

310.54

49.67

22.82

4.53

32.24

5.16

126.59 23.89

25.10 4.74

225.82 32.92

36.12 5.27

32.00

6.35

23.70

3.79

504.29 100.00

625.22

100.00

Rental and Transportation Services Rental Service Transportation Service Sell Modified machinery Machinery repaired and parts sold Other Income Total

TCS, TCL, 415.98 51.19 TCR, TCH TCS, TCL, 32.30 3.98 TCR, TCH CRANE 316.36 38.93 CRANE 24.91 3.07 CRANE, TCS, 23.03 2.83 TCL, TCR, TCH 812.58 100.00

Remarks : Proportion of revenue from Rental and Transportation Services and Sell modified machinery shall vary according to industry situation and rivalry during each period. Main Customers The Company main customers can be divided into three main groups as of the following; 1. Factory industry (accounted for 46.24 percent of total customers) such as refinery plants, petrochemical plants, power plants, hot-rolled mills, and cold-rolled mills. 2. Construction industry (accounted for 47.12 percent of total customers) such as construction of infrastructure, foundation, factory building, Government’s projects as well as machinery and related systems installation from those constructions. 3. Import – Export Industry (accounted for 6.14 percent of total customers) such as sea ports area, warehouse and container depots.

12


Machinery Acquisition Machinery acquisition of The Company mainly acquires from used machine. The Company imports these used machinery by average 94 percent from Japan, German, the Netherlands and England; the remaining portion is purchased within Thailand from auction companies and end users. However, if there is shortage of used machinery, The Company may purchase brand new machinery. Industrial Situation and Competition 1. Competitiveness in factory industry is considered low. Although there are a number of small and medium size companies in the rental services market; but only a few companies are capable to provide lifting, assembling and installing services for valuable and complicated equipment that required high standard of safety system of operation. The company values the need and expectation of customers and is continually selected to serve customers in this industry. 2. Competitiveness in installing and transportation for construction industry is moderate. Most of project in this construction industry is long-term project that required continually supply of machinery on rental basis. There are only a few machinery rental suppliers who have sufficient machinery to supply for this kind of project. 3. Competitiveness in Import – Export industry is low. There are high demands in this industry while the supply is quite low. Most of container depots have some limited circumstance in their daily business operations, for example required stand by and maintenance period of their machines as well as number and availability of machinery for continually operation. In order to reduce their cost of machinery investment, and cost of related operations, most of container depots and customer in import and export industry decided to rent container handlers from outsource. The company is the leading supplier in rental services of container handlers with high experience of operators, mechanics and related personnel available immediately whenever required by customers. Future operating projects To support the expansion of the company in the future and to reduce limit in providing additional space in current premise of the company on Bangna-Trad Road KM., the company has project to move new premise to Bangna-Trad Road KM. 22 because in addition to more than 34 rais are which is sufficient to support company expansion in long term, such location is also potential in marketing and operation. In addition, the land of The Crane Heavy Lift Co., Ltd. (“TCH�) of current office on Phaholyothin Road is under the legal dispute, on 6 October 2008, TCH had issued letter to the trustee to know the date of auction sale and presently is under the action of the trustee and still unknown the auction date in order to purchase such plot of land. Should TCH is unable to negotiate to purchase such plot of land from the creditor, TCH has policy to move office from Phaholyothin Road to Bangna-Trad Road KM. 7 or KM. 22 , as more described in clause 7: Risk factors.

13


Risk Factor The Company has risk under business operation as of the following; 1.

2.

3.

4.

5.

Risk regarding to machinery acquisition : The Company’s machinery are used cranes that mainly imported from Japan and European countries. Those cranes are not newly manufactured from precise manufacturer; therefore, the Company could not specific the acquired schedule. In order to reduce risk from machinery acquisition, the Company spreads out our list of distributors to several countries in Europe and Asia. Therefore, the Company shall have more suppliers both domestically and internationally during the past few years. Moreover, the Company has also imported brand new cranes from Japan during the past 3-4 years. Risk from relying on the specialist: Since the company was not engage only in the business of selling used heavy machines but also being minor company to provide logistic services by using cranes, forklifts, etc., including to provide logistic services by using trailers and trucks which required special knowledge and skill. The company was thus necessary to rely on personnel who were knowledgeable and expert in technical aspect, such as, overhaul of machine to be in good and perfect conditions readily for use, quick and safety transport of material or equipment at high efficiency, etc. This had caused the company to rely on those personnel, such as, mechanic, engineer, operator, etc. The company therefore emphasized to retain those group of employees to work with the company for long term by providing good welfare and compensation and sent them to attend training course to enhance their working skill in order to motivate them to work with the company for long time. The company expected that such policy would be able to retain the company’s personnel. In addition, the company also developed personnel in substitute of skillful personnel by mean of on the job training to enhance working experience in each field. Risk regarding to the operation life of used cranes : Most of the Company cranes is used cranes with average of useful life between 5 to 19 years so there shall have risk regarding to the condition of cranes. There is more chance of the malfunction of used cranes is higher than the brand new cranes. To minimize the risk, CRANE has purchased only used cranes from well-known distributors as well as set up a preventive maintenance by high experienced technicians and skillful personnel in order to maintain all cranes in good conditions and extend their operation life. Risk regarding to exchange rate : Almost acquired cranes are imported from overseas; therefore the payment shall be made regarding to seller’s currency which is three main currencies (Japanese Yen , EURO Dollars and United States Dollar) under the L/C term. CRANE has risk in variable cost of cranes if the exchange rate on contract date and the payment date are different. As of December 31st, 2010, the Company has liabilities in Japanese Yen for ¥ 4.13 million and USD for US$2.22 Million Risk regarding to loan guarantee for selling machine : In the past, there were limitation of financial institutes in financing the purchase of used cranes; neither have large cranes been widely used. If there is any default, financial institutes have risk regarding cranes liquidation. In order to reduce their risk, the 14


6.

7.

financial institutes usually require sellers to sign buyback contract as well as a collateral contract. CRANE and its subsidiaries signed those two contracts with the leasing companies for several clients. So CRANE and its subsidiaries shall expose to risk on client’s default payment. However, trading of used cranes has been increased dramatically; therefore, CRANE and its subsidiaries have variety choices for financial services to the clients without any default payment guarantee required. CRANE and its subsidiaries have the policy in not signing any collateral contract, which reduce risk regarding to loan from collateral for clients. Risk regarding to lawsuit : Under the Company’s normal business operation, CRANE and its subsidiaries shall expose to risk from lawsuit such as risk regarding to loan guarantee for clients, risk from delay registration, or risk from accident claim suit. As of December 31st, 2010, CRANE and its subsidiaries have total of 2 lawsuits; three of them have been finalized and the remaining four lawsuits have been unsettled at value of Baht 128.85 million which all the provision has been booked. In order to reduce risk from the accident, CRANE and its subsidiaries have set up the policy in not conducting buyback guarantee, inform registration transfer restriction, and safety standard in every step including buying insurances for every project. Risk regarding lawsuit of TCH’s operation land : The current TCH’s operation land has been rent from Mr. Thongchai Praerangsi, TCH’s director, and is under the lawsuit. The owner of the land has been bankrupt and the land is under the property of state department. TCH has been asked to leave and pay the rent to the concerned state department. TCH has risk of moving out of the land and paying the accrued rent in the amount of Baht 13.60 million. TCH has submitted the petition to the government officer. In order to reduce risk from the lawsuit, TCH has booked the provision and cease the rental payment to Mr. Thongchai. Moreover, TCH has policy to buy the land from the debtors. If TCH could not buy the land, TCH shall move its office to CRANE’s existing office either on Bangna-Trad Road Km. 7 or Km. 22.

15


Major Shareholders Major shareholders as stated on the shareholder’s book on 28th February 2011 are as follows; Name

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20.

Number of Shares

Mr. Thongchai Praerangsi’s Group 1 Thai NVDR Co., Ltd. Mr. Chairat Kovitmongkol Mrs. Sirirat Jarusombuti Miss Kanit Limpisuk Miss Patcharee Tangdenchai Mr. Narathorn Eurfur Mrs. Karnda Pansukha Mrs. Kaewnoi Jakrasamittanont Mr. Somchai Vachirasakulchai Miss Juriyaporn Sae-Kow Sub Lieutenant Uthai Yodthong Miss Kaewjai Limpisuk Miss Kwanjai Mawprasit Mr. Suthat Hiranyapinant Mr. Krit Sivakritkul Mrs. Papawee Tienvutinant Mr. Soonthorn Pattanatrakul Mr. Pornthep Manosubsak Others (818 persons) with share less than 0.50 percent

Total Remarks :

295,050,000 12,821,500 11,490,000 10,538,300 7,609,100 6,727,500 6,278,600 5,956,300 5,652,900 4,708,000 4,505,000 4,074,000 3,729,400 3,600,000 3,205,200 2,666,600 2,517,700 2,381,200 2,374,700 54,114,000 450,000,000

% 65.57 2.85 2.55 2.34 1.69 1.50 1.40 1.32 1.26 1.05 1.00 0.91 0.83 0.80 0.71 0.59 0.56 0.53 0.53 12.03 100.00

Mr. Thongchai Praerangsi’s group is included of Mr. Thongchai Praerangsi 190,010,000 Shares Ms. Junjira Praerangsi 29,590,000 Shares Ms. Jiraluck Praerangsi 20,000,000 Shares Ms. Nateeporn Duangsawasdi 20,000,000 Shares Ms. Wanida Darachai 20,000,000 Shares Ms. Jiraporn Praerangsi 15,200,000 Shares Ms. Janejira Praerangsi 250,000 Shares Each major shareholder above is not related person as defined by section 258, and is not a shareholder under the same controlling person.

16


Organization Chart CHU KAI PUBLIC COMPANY LIMITED

17


Management Structure The Company’s boards and committees can be divided into 4 boards as of the following; 1. Board of Director 2. Audit Committee 3. Executive Board 4. Management Board of Directors Board of Directors in regard to the Memorandum of Affidavit on January 11st, 2011 is consisted of : No. Name Position 1. Assist.Prof.Dr.Piboon Limprapat Chairman of the Board of Directors / Independent Director 2. Mr. Somsak Sivapaiboon Deputy Chairman of the Board of Directors 3. Mr. Thongchai Prarangsi Directors 4. Mr. Chamnan Ngampojanavong Director 5. Ms.Nateeporn Duangsawasdi Director 6. Ms. Wanida Darachai Director / Company’s Secretary 7. Ms. Jiraluck Praerangsi Director 8. Mr. Vacharin Duangdara Chairman of the Audit Committee / Independent Director 9. Mr.Surin Premamornkit Audit Committee / Independent Director 10. Mr. Jessada Promjart Audit Committee / Independent Director 11. Mrs. Werawan Boonkwan Audit Committee / Independent Director Authorized Directors Authorized Directors of the Company are Mr. Thongchai Praerangsi or Ms. Nateeporn Duangsawasdi co-signs with Ms. Wanida Darachai or Ms. Jiraluck Praerangsi with the Company’s seal. Authorized of the Company’s Board of Directors The Board of Directors have set powers, duties, and responsibilities to manage the business of the Company to comply with the law and the Company’s objectives, Articles of Association as well as the resolution of the shareholders’ meeting. However, the Board of Directors may authorize any other directors or other persons to perform any action on behalf of the Board of Directors’ Powers, Duties, and Responsibilities.

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Power, Duties, and Responsibilities of the Board of Directors 1) To manage, control, and supervise on the Company’s business according to law, its objectives, Article of Association, rules and regulations as well as shareholders’ meeting resolution. 2) 3) 4) 5) 6) 7) 8) 9) 10) 11)

To determine the main policies such as financial policy, fund raising policy, cash management policy, accounting policy, inventory management policy, and risk management policy. To determine the Company’s rules and regulations. To approve the annual budget or the additional budget, revise investment budget, make use of the budget, and supervise the project as plan. To monitor the business of the Company to ensure that targets will be achieved or overachieved, and amend if there is any problem. To approve for making loan or obtain any credit facilities for normal business operation, including collateral or loan repayment for normal business operation under any balance according to authorized manual. To review the organization chart and authorized structure including human resource plan, acquiring plan, training plan, hiring plan, and terminate plan. To determine the remuneration policy regarding to experience, traditional, and laws. To arrange for the preparation and submission of the general information and the audited financial statement at the end of each accounting period to the shareholders’ meeting for its consideration and approval. To acknowledge of any important audited report and determine the policy to amend the fallacy. To review the sufficiency of its internal control and risk management.

The Audit Committee The Extraordinary General Shareholders’ Meeting number 2 / 2006 on August 25th, 2006, the Board of Directors’ Meeting number 19 / 2006 on December 8th, 2006 and the Board of Directors’ Meeting number 3/2008 on March 27th, 2008 and the Board of Directors’ Meeting number 5/2009 on June 26th have been appointed three Audit Committee as of the following; No. Name Position 1. Mr. Vacharin Duangdara Chairman of the Audit Committee / Independent Director 2. Mr. Surin Premamornkit* Audit Committee / Independent Director 3. Mr. Jessada Promjart* Audit Committee / Independent Director 4. Mrs. Werawan Boonkwan* Audit Committee / Independent Director * He is with knowledge, expertise and experience in finance and accounting. Miss Phattaya Ngowsakul, Internal Audit Manager as a secretary

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Powers, Duties, and Responsibilities of Audit Committee Audit Committee has duties and responsibilities regarding to rules and regulation of The Securities and Exchange Commission and The Stock Exchange of Thailand, and shall directly report to the Board of Directors. Audit Committee’s powers, duties, and responsibilities are 1) To review for the accuracy and adequate disclosure of the Company’s financial statement. 2) To ensure that the Company maintains an appropriate and efficient of internal audit and internal control system, review the independency of internal audit department, and responsible for appointing, transferring, and terminating of internal audit manager. 3) To ensure that the Company complies with the Securities and Exchange Act, regulations of the Stock Exchange of Thailand, or other relevant laws related to the Company. 4) To select and propose for the appointment of the auditor and considering auditor’s remuneration, and attend the meeting with external auditor without any of the management at least once a year. 5) To approve that the related transactions or transactions which could create a conflict of interest regarding to regulations of the Stock Exchange of Thailand are reasonable and for the Company’s best interest. 6) To prepare and disclose Audit Committee’s activities Report in the Company annual report as of the following; a) To opine of the accuracy and adequate disclosure of the Company’s financial statement. b) To opine of the adequate of the Company’s internal control system. c) To opine that the Company complies with the Securities and Exchange Act, regulations of the Stock Exchange of Thailand, or other relevant laws related to the Company. d) To opine of the appropriateness of the external auditor. e) To opine on the transactions that could create a conflict of interest. f) The number of the audit committee’s meeting and the attendant of each audit committee. g) Opinion or notice of the audit committee h) Other issues that shareholders or investors should be disclosed under the duties and responsibilities received from the Board of Directors. 7) To perform any other tasks delegated by the Board of Directors and approved by the Audit Committee.

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Executive Board The Board of Directors’ Meeting number 11 / 2006 on September 7th, 2006, and the Board of Directors’ Meeting number 5/2008 on June 26th, 2008 and the Board Of Directors’ Meeting number 1/2009 on February 24th, 2009 have appointed six of the Executive Management Committee as of the following No. 1. 2. 3. 4. 5. 6.

Name Mr. Thongchai Praerangsi Mr. Chamnan Ngampojanavong Ms. Nateeporn Duangsawasdi Ms. Wanida Darachai Ms. Jiraluck Praerangsi Mrs. Pattanintorn Hlowchitsieng

Position Chief Executive Officer Executive Deputy Chairman Executive Officer Executive Officer Executive Officer Executive Officer

Powers, Duties, and Responsibilities of Executive Management Executive Board is responsible for reviewing and submitting the conclusion report to the Board of Directors especially policy details to synchronize with the main policy including the comment and recommendation to Chief Executive Officer in order to manage regarding to main policy or any other duties assigned from Board of Directors. Powers, Duties, and Responsibilities of Executive Board are; 1) To determine policies, plans, strategies, and overall management for the Company’s operation in accordance to policies, economics, and competitiveness as presenting to shareholders and proposed to the Board of Directors for approval. 2) To determine business plans, budgets, and authorized power of the Company in order to be approved by the Board of Directors. 3) To determine the organization chart and authorized structure including human resource plan, acquiring plan, training plan, hiring plan, and terminating plan. 4) To examine and monitor the business policies for the effectiveness of business operation. 5) To examine and monitor the Company’s performance in accordance with approved business plans. 6) To approve the transaction with financial institution such as opening bank accounts, making loan, collateral, or other transaction including buying or selling any land for normal business operation under any balance according to authorized manual. 7) To manage any other delegate tasks from Board of Directors. The approval of transactions and the assigned authorities of Executive Board will not include to any transaction which cause possible conflict of interest between Executive Board or related persons (as defined by the Securities and Exchange Commission and the Stock Exchange of Thailand) and the Company and its subsidiaries. Furthermore, in case of transaction concerning to the related transaction must be approved by Board of Directors’ meeting and the related persons have no rights to vote in that agenda. 21


Management The Company has nine management as of the following; No. Name Position Chief Executive Officer / Acting Chief Operating Officer for Marketing and Engineering / Acting Executive Vice 1. Mr. Thongchai Praerangsi President for business management of affiliated companies Mr. Chamnan Ngampojanavong Chief Financial Officer for Financial and Organization 2. Support 3. Ms. Wanida Darachai Executive Vice President for Organization Support 4. Ms. Jiraluck Praerangsi Executive Vice President – Finance and Accounting Mrs. Pattanintorn Hlowchitsieng Executive Vice President for Sales Management and 5. Engineering 6. Mrs. Chittra Thongsamut Senior Finance Manager 7. Ms. Kuneeon Klakarnkai Accounting Manager Powers, Duties, and Responsibilities of Chief Executive Officer 1) To make decision on the important matters. To establish missions, purposes, directions, and policies in doing business. To supervise and control the whole business operations, customers’ relationship, and take responsibility to the Board of Directors. 2) To hire, appoint, and reshuffle all the employees as necessary and appropriated. To determine remuneration and terminate all the employees as appropriated. 3) To act as the Company’s representative and authorized person to public concerning related business operation and beneficial to the Company. 4) To determine the credit term such as credit balance, term payment, buying and selling agreement, rental agreement, leasing agreement, and amend the credit term. 5) To approve any accrued expenses and advance payment according to company’s authorization manual. 6) To review the fund raising of the Company and propose to the Board of Directors. 7) To appointed any necessary advisory services. 8) To manage any related normal business operation of the Company. 9) To approve department operation plans and approve the request from any department. 10) To delegate any important and necessary operation under Chief Executive Offer’s consideration in accordance with laws and the Company’s regulations. 11) To manage any operations appointed by the Board of Directors.

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The approval of transactions and the assigned authorities of Chief Executive Officer will not be made to any transaction which cause possible conflict of interest between Chief Executive Officer or related persons (as defined by the Securities and Exchange Commission and the Stock Exchange of Thailand) to the Company and its subsidiaries. Furthermore, in case of transaction concerning to the related transaction must be approved by Board of Directors’ meeting and the related persons have no rights to vote in that agenda. Moreover, in the case of transaction concerning to the related transaction or transaction about acquiring or disposal of assets of the Company and its subsidiaries as defined by the Stock Exchange of Thailand, this kind of transaction must be approved by shareholders’ meeting and/or any other treatment about criteria and process related to the transaction in complying with the Stock Exchange of Thailand rules and regulations. Selection of Board Members and Executives Currently, the Company does not have the Nomination Committee. Potential candidate or person proposed by shareholders shall be considered from experience, knowledge, capability, and qualification set by laws. The Board of Directors shall propose the potential candidates to Shareholders’ meeting for approval. For Audit Committee and Independent Directors shall be considered from experience, knowledge, capability, and qualification set by laws in regarding to the Independent Directors under the Securities and Exchange Commission regulations Re: Application for and Approval of Offer for Sale of Newly Issued Shares. The Audit Committee shall be selected from proposed list by shareholders and approved by shareholders’ meeting afterwards. For Management, Board of Directors shall select from specialist in each branch such as marketing, accounting, financing and etc. In selecting the Board of Directors as set in the Article of Association can be summarized as follows; 1) Board of Directors consists of five directors, half of which shall live in Thailand. Directors shall have qualifications as set by laws 2) The Company’s directors will be approved by Shareholders’ meeting under the methods as follows; (a) A shareholder shall have one vote per share for each share held. (b) In selecting Company’s Directors, voting by each shareholder can use all the voting rights to vote for each person. (c) The Directors’ selection vote shall be decided on the basis of the majority of the vote cast. In case of a tie of votes, the chairman presiding over the meeting shall have the casting vote. 3) In Annual General Shareholders’ Meeting, the directors shall be terminated by one third of total number of directors. If the number of directors can not be divided by three, the closet number shall be used. The terminated directors can be selected to be directors afterwards.

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Besides the Selection of Board Members, the Company has set the three Independent Directors with the qualification and selection as follows; 1) Independent Directors shall not hold more than 5 percent of voting shares in the Company. 2) Independent Directors shall not involve in management and be the Company’s employee or advisor who receives monthly remuneration and shall not have power to control the Company, its subsidiaries, and its associated as well as persons who may create a conflict of interest, in the sense that it may obstruct at least one year prior to be appointed as Independent Director. 3) Independent Directors must not be directly or indirectly related to the Company, its subsidiaries, and its associates, or major shareholders, or conflict of interest persons, in the sense that it may obstruct independent assessment at least one year prior to be appointed as Independent Director. 4) Independent Directors is not a close relative with Management, major shareholders of the Company, its subsidiaries, and its associates or conflict of interest persons and is not represent any directors, managements, or major shareholders’ interest. 5) Independent Director has knowledge, experienced and provided independent opinion without the controlling of any persons.

Directors and Management’s Remuneration Directors’ remuneration: The company considered remuneration for the director and management by considering the suitability and responsibility of the director, management, environment, economic situation and comparison with other companies in the same industrial business including comparison with other company who earned similar or nearly income and net profit. Remuneration of Board of Directors and Sub-Committee was already approved by the Annual General Meeting of Shareholders. Board of Directors’remuneration: The Annual General Meeting of Shareholders No. 1/2010 held on Thursday 29 April, 2010 was unanimously approved directors’ remuneration as follows;

• • • • •

Monthly Remuneration for each position; Chairman of the Board of Directors at Baht 40,000.00. Deputy Chairman of the Board of Directors and Chairman of the Audit Committee at Baht 30,000.00 each. Independent Director and Director at Baht 20,000.00 each. Meeting Allowance for each director per each attendance; Chairman of the Board of Directors at Baht 12,000.00 Deputy Chairman of the Board of Directors, Chairman of the Audit Committee and Director at Baht 10,000.00 each

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Approved total payment for Directors’ remuneration at not over Baht 4.0 Million. Any director who takes more than one position will receive monthly remuneration and meeting allowance for only of his higher position. Meeting allowance will be paid only to those who attend the meeting. Remuneration for the management was in accordance with principles and policies determined by the Board of Directors based on business operating result of the company and performance of each management. Remuneration for director and executive Financial remuneration Board of Directors Directors Executive Directors and Management

2009 2010 Type persons Amount (Baht) persons Amount (Baht) 2,792,000.00 11 2,991,000.00 Meeting Allowance and monthly remuneration 121 92

18,347,315.29

8

15,371,441.17

Salaries, Bonus, and Allowance

Remarks : 1.

One director resigned in August 2009 and one new directors admitted in September 2009 2. One executive resigned due to retirement in February 2009 The Annual General Meeting of Shareholders approved directors’ remuneration (meting allowance and monthly remuneration) for 2009 at total Baht 4.00 Million.

Remuneration for individual director1 No. Name 1. Assist.Prof.Dr.Piboon Limprapat 2 Mr. Somsak Sivapaiboon 2. Mr. Thongchai Praerangsi 3. Mr. Chamnan Ngampojanavong 4. Ms. Nateeporn Duangsawasdi 5. Ms. Wanida Darachai 6. Ms. Jiraluck Praerangsi 7. 8. Mrs. Pattanintorn Hlowchitsieng 3 Mr. Vacharin Duangdara 9. 10. Mr.Surin Premamornkit 4 11. Mrs. Werawan Boonkwan 12. Mr. Jessada Promjart รวม Remarks :

1. 2. 3. 4.

unit : Baht 2009

2010 192,000 440,000 45,000 55,000 50,000 55,000 55,000 30,000 580,000 380,000 460,000 450,000 2,792,000

576,000 430,000 50,000 70,000 70,000 70,000 45,000 520,000 400,000 400,000 360,000 2,991,000

Remuneration is consisted of meeting allowance and monthly renuneration Assist.Prof.Dr.Piboon Limprapat, admitted by resolution of the Board of Directors’ Meeting number 7/2009 on August 13th, 2009 duly effected on September 1st, 2009 Mrs.Pattanintorn Hlorchitsieng resigned on August 31st, 2009 Mr.Surin Premamorkit admitted by resolution of Annual General Meeting of Shareholders year 2009 on April 30th , 2009

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Other Benefits The Company provides 6 personal cars for directors and management with the fuel of 360 liters per person per month. The Company sets up provident fund for its employees on April 27th, 2007 through BT Asset Management Co., Ltd. The employees pay 2.00 percent of their salary for the provident fund and the Company pays 2.50 percent of employee’s salary to the provident fund.

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Corporate Governance The Board of Directors jointly determined corporate governance guidelines according to the principles of Good Corporate Governance prescribed by SET as its important contents are summarized as follows:-

1.

Right of the shareholders

The company realized to the proprietary right to control the company through the appointment of Board of Directors to act on behalf of the shareholders and entitled to make decision related all important changes of the company. The Board of Directors therefore promoted the shareholders to exercise their rights according to the initial rights of the shareholders, namely, to purchase, sell or transfer share, and to receive profit sharing, to receive sufficient data and information about business and to know rules and procedures to attend the Meeting and to obtain data sufficiently for consideration in each agenda before the Meeting including also to have opportunity to inquire any question in the Meeting. In addition, the company also realized to the importance of right of all shareholders and would not conduct any action which was infringement nor curtailment against the shareholders’ rights. The company thus determined Annual General Meeting of Shareholders within not exceeding 4 months commencing from the end of accounting period, and in case of special agenda was required in the matter impacting benefit of the shareholders related to any laws, mandatory regulations which must be approved by the shareholders, the company may subsequently summon for Extraordinary Shareholders’ Meeting. In Shareholders’ Meeting, the company emphasized on the right of shareholders. The company therefore determined the Meeting day which was not falling on long weekend days, not too early nor too late of the day and at the place of convenience communication. In addition, the company also delivered Invitation Letter which contained details of agendas and comments of the directors to consider reason and necessity of the Meeting, positive and negative impact in each agenda, Power of Attorney in 3 manners as prescribed by law and name list of at least 1 independent director and suggestion for authorization to enable the shareholders to authorize this independent director or other person to attend the Meeting on his/her behalf including also map of meeting place to the shareholders more than 10 days before the date of meeting to fully inform the shareholders and also publicized on newspaper not less than 3 consecutive days at lest 3 days before the Meeting date in order to summon the Shareholders’ Meeting in advance and deliver Invitation Letter via the registrar not less than 21 days before the date of meeting. Shareholder: Right and Equality of Shareholders The Company values and treats all shareholder fairly such as regularly informing the Company’s performance directly to shareholders via the Stock Exchange of Thailand. The company complied with Articles of Association of the Company, namely, to deliver Invitation Letter summoning to attend the Meeting and all information supporting the Meeting according to the agendas to all Shareholders before the Meeting day 7 days in advance, of which, the company had delivered to the shareholders for their consideration more than 10 days in advance and correctly recorded Minutes of Meeting for inspection of the shareholders. In addition, the company had proposed 1 independent director from the shareholders attending the Meeting 27


to act as the attorney in case of the shareholder is unable to attend the Meeting. Actually, the company held Ordinary Shareholders’ Meeting once a year. Should there was any important agenda required the Meeting to consider, the company would summon Extraordinary Shareholders’ Meeting to consider and approve onwards. Delivery of Invitation Letter to attend Shareholders’ Meeting In holding the Shareholders’ Meeting , the company has emphasized on the right of shareholders. The company started to deliver Invitation Letter with details of all agendas and comment of the Board, details of the matters to be considered its reason and necessity in each agenda, Power of Attorney and name of at least 1 independent director along with suggestion about authorization to enable the shareholders, at their discretion, to authorize their proxies to attend the Meeting on their behalf including also location map of Meeting place to the Shareholders more than 10 days before the date of the meeting, and publicized on local newspaper not less than 3 consecutive days and before the date of the meeting not less than 3 days in order to summon the Shareholders’ Meeting in advance, and delivered Invitation Letter through the registrar 21 days before the date of the meeting. The Date of Shareholders’ Meeting and Procedures The company had tried to continuously improve the General Shareholders’ Meeting management procedures to become suitable based on the rules to enable all shareholders to know and equally exercise their rights including the right to express their comments and suggestions that benefited the company. In registration to attend the Meeting, the company provided opportunity to the shareholders to register in advance and at least 2 hours before the Meeting and continuously until completion of the Meeting. In addition, the Company also facilitated all convenience to the shareholders by providing sufficient and suitable number of computer and related officer, using barcode in registration processes for convenience of the shareholders and printing of Voting Card in each agenda for the shareholders. The company provided officers to facilitate convenience to the shareholders in obtaining IT message and answer all questions. Moreover, the company also prepared sufficient food and beverage and provided gift that suitable to the attending shareholders. The company proposed that in case of any shareholder was unable to personally attend the Meeting could authorize at least 1 independent director to be a proxy to attend the Annual General Meeting of Shareholders on his behalf. Before commencement of the Meeting, the company had displayed video to introduce the company profile and achievements during the preceding year for acknowledgement of the shareholders before the Meeting. At all commencements of the Meeting, the company security would explain voting method and vote counting by clear demonstrating vote counting and vote conclusion in all processes in the Meeting room. In addition, the company also allowed any shareholder who was unable to attend the Meeting to authorize other person or Chairman of Audit Committee who was an independent director as proxy to attend the Meeting on his behalf. During the Meeting, the company allocated sufficient Meeting time and offer all shareholders equal right to audit operation of the company, to inquire or express comment and suggestion in the Meeting whereby all related directors especially Chairman of Audit Committee, other Committees and Managing Directors including Senior Management in Financial and Accounting, Internal Audit. Legal Consultant and Auditor, all had presented in the Meeting to answer all 28


inquiries in the Meeting. The company’s secretary proceeded the Meeting according to the agendas and did not increase any agenda without notifying the shareholder in advance. Total period of each Meeting was approx. 3 hours. The important agendas were as follows; • Report of company operating result: The company declared details about result of business operation of the Company related to income, expense, profit and summary of operating result in bar chart. • Appointment of Board of Directors: The company allowed the shareholders to select individual director as the company had provided details of history and also all shareholders to inquired all questions before voting. In this regard, the existing shareholders would provided all complete details about their attendance history in Board of Directors’ Meeting. • Appointment of the auditor: The company provided details about name of the auditor, accounting office and relation to the company. • Profit sharing: The company provided details about the allocation of profit and reserves, dividend amount which were in accordance with dividend payment policy of the company and the date closing account book to determine right for dividend payment. • Director’s remuneration: The company provided details about the proposed remuneration amount according to the policy and condition of directors’ remuneration which was compared among other companies in the same industry including compare with other company who earned similar or nearly income and net profits. In voting, the shareholder was able to use voting card with barcode for quick and efficient vote counting. The company collected voting card only in case any shareholders objected nor suspended voting. In case of the agenda related to election of director, in order to comply with good practice in Shareholders’ Meeting, the company collected voting cards from all attending shareholders and voting was based on individual vote which was transparent and correct according to the law and Article of Association of the company. The company also disclosed result of voting in each agenda of the shareholders who agreed, disagreed, objected or suspended voting immediately. After the date of Shareholders’ Meeting All inquiries and important comments were correctly and completely recorded in the Minutes of Meeting and summarized by resolution and votes for verification of the shareholders as publicized on company’ website not less than 14 days after the Meeting on www.chukai.co.th

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2.

Equitable treatments of Shareholders The company had realized to maintain impartial and fair treat to all shareholders as follows:1. The company proposed at least 1 independent director as option for authorization of the shareholder in making Power of Attorney to exercise his right to attend the Meeting and vote in each agenda on his behalf whereby in the Annual General Meeting of Shareholders 2010, the company proposed Mr. Vatcharin Duangdara, the Chairman of the Audit Committee. 2. The Board of Directors proceeded the Meeting according the agendas as notified in the Invitation Letter for the Meeting and did not increase any agendas without advance notice to all shareholders in order to provide sufficient time for the shareholders to study related information in advance. 3. The company provided voting card for all agendas by using barcode system to record and publicize voting result including also provided facilitators to collect voting card in the Meeting room. The cards were collected both of those agreed and disagreed votes except in case of the election of the board of directors whereby voting cards would be collected in all cases, i.e. agreed, disagreed and suspended votes and after the Meeting, the card collector would collect voting card for all agendas. 4. The Board of Directors had assigned the company’s secretary to correctly and completely produce and record Minutes of Meeting and publicize thereof to all shareholders via investor relation website and the company also delivered those Minutes to SET after completion of the Meeting not exceeding 14 days. 5. The company had policy and strictly complied with internal data management by disclosing only to those related persons. Report of publication of internal data was allowed to do only by the authorized person. In this regard, all managements and directors of the company had well realized to their duties and responsibilities toward internal data and did not use thereof for personal benefit nor for security trading. Moreover, the company determined the management to report change of security holding to SEC pursuant to Section 59 of Securities and Exchange Act, B.E. 2535. 6. To prevent conflict of interest, the Board of Directors had carefully managed upon there was any items which would be conflict of interest by determining the policy and method to prevent the management and related party to use internal data for their private benefits, as follows:-

Report on conflict of interest The report would be approved by the Board of Directors subject to Audit Committee was also required to approved those correlated items. In this regard, approval to record correlated items was based on optimal benefit of the company, rules of fairness, reasonability of items and the compliance with market condition and market price. Moreover, the stakeholders or those who had conflict interest in correlated item was unable to involve in such approval of correlated item. This was for fairness and optimal benefit of the company. In case of such correlated item was under the scope of regulation, notification, order, requirement or rule of SEC, the company would comply with SEC by determining price and condition as if it was item made with the outsider and disclosed correlated item that contained details, item value, contractual parties, reason/necessity in annual report and annual data disclosure form. 30


The Board of Directors then approved in principle according to the guidelines of SEC in compliance with Section 89/12(1) of Securities and Exchange Act (No. 4), B.E. 2551 regarding director, management or related person who would do legal transaction with the company dated 13 August 2010, had resolved that the management could approve such transaction should it contained commercial agreement in the same manner which those wise men would do with their general parties in the same situations based on trading negotiation power that free from any influences from the position of director, executive or related persons. In this regard, the management would prepare report to summarize such transaction to the Board of Directors’ Meeting for acknowledgement of such intention onwards. In the Board of Directors’ Meeting, should in any agenda which some directors has any conflict of interest , the Chairman would request those directors to comply with policy by suspending vote nor comment in such agenda. Internal Information Control The company determined policy to control the directors and managements not to bring internal information which was still not publicized to the public to use for private benefit. The management and employee of any unit who knew about such internal information were prohibited to purchase or sell company’s security within 1 month before disclosure of financial statements to the public. This prohibition was prescribed in the notification of the company regarding Policy on the Supervision of Business, Business Code of Conduct and Employee Code of Conduct. In this regard, the company also determined disciplinary action in Working Rules and Regulations of the Company as well. Moreover, the Company had informed the management of all departments to understand about their duties in reporting about possession of company’s security of himself/herself, his/her wife/husband and immature children including change of security possession to SEC pursuant to the Securities and Exchange Act, B.E. 2535 and requirements of SET after the company was permitted by SEC to offer for sale its ordinary share for capital increase to general public.

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3.

Roles of the stakeholder

The company emphasized on right of all groups of stakeholders regardless internal stakeholders, i.e. employees and managements of the company or external stakeholders, i.e., partner, competitor and other related organization due to the company had well realized to the support of all stakeholders which promoted the competitive ability to build profit and long term success of the company. For this purpose, the company would take care the stakeholders according to related lawful right but would not conduct any action to infringe against the right of those stakeholders, as summarized as follows:The stakeholder Shareholder :

Partner

:

Competitor

:

Creditor Customer

: :

Employee

:

Society

:

Business Governance Policy The company would sincerely engage its business and strictly adhere to develop sustainable business and become the leader in providing standard logistic service based on satisfied remuneration in long term. Concerned on equality and sincerely in business operation and joint benefit with the partner by strictly comply with all related laws and rules. The company would comply with good competition rules and avoid dishonest method to defeat the competitor. The company would strictly comply with all contract and agreed conditions . The company paid attention and take responsibilities to the customer, both in term of good service to the standard, post sale service and keep confidential of the customers’ secret. The company equally and fairly treated all employees by providing training course to enhance knowledge and working efficiency for the employees and also provided suitable remuneration. The company engaged its business based on responsibility to community environment and society by adhering on the policy abut environmental maintenance and safety from activity of the company, of which, the group of companies had also been accredited by ISO 9001:2000 which related on Quality Management System and ISO 18001:1999 which related on Occupation Health & Safety from TUV Rheinland. In addition, the company committed to comply with related laws and rules.

For complaint and report of any clue related to legal offense, correctness of financial report, defective internal audit or breach against business ethics of the management and employee, can be made by mail to the Chairman of the Board of Director who is independent director at Chu Kai Public Company Limited address no. 42/62 Moo 14, Soi Janyawat 5, BangnaTrad Road Km. 7, Bang Kaew Sub-district, Bangplee District, Samutprakan Province 10540 or at boardofficce@chukai.co.th and all information of the reporter would be kept confidential.

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4. Disclosure for transparency Corporate Governance The Board of Directors of the company has concerned on the importance of the Principles of Good Corporate Governance and has thus prescribed as policy to engage good transparency and auditable business by determining clear responsibility. In addition, the company also concerned on the governance and internal audit systems. For risk management, the company tried to closely control and manage risk and concerned on business ethics by maintaining fairness to the partner, shareholder and stakeholder in all groups. Report of Board of Director The Board of Directors was responsible to operate important business and to control financial statements of the company including also IT system as disclosed to the public in annual declaration form and annual report. Such financial statements were prepared according to the general certified accounting standard by selection to use and regularly complied with suitable accounting standard including sufficient disclosure of important data on notes to the financial statements. In this regard, the Board of Directors had thus appointed Audit Committee which was consisted of non-management director who has sufficient freedom to take care and responsibilities about quality of such financial report and internal audit system. Relationship of the investor After the company had been listed in SET, the company had policy to provide investor relation coordinator to be responsible for disclosure of data which was quick, complete, transparent and thoroughly both report of financial data and general data including other important date duly impacted security price of the company by publication IT message of the company to all investors, institutes, shareholders, government officers and general publics via channels of SET. In addition, the company had publicized both Thai and English versions on investor relation website, which having, Ms. Jiraluck Praerangsi, Executive Vice President of Accounting and Finance and Ms. Wanida Darachai, Executive Vice President of organizational support to take responsibilities about the investor relation affairs who are contactable at Telephone no. 02-715-000 or www.chukai.co.th

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5. Board of Directors’ responsibilities Leadership and vision The Board of Directors of the company has independent roles subject to good corporate governance standard in the following matters:- Determine vision, mission, strategy, goal, business plan and budget of the company. - Supervise and regularly follow up performance of the management to ensure it is in accordance with work plan to achieve targeted goals. - Maintain and regularly follow up sufficient internal control. - Maintain and regularly follow up sufficient risk management for optimal benefit of the company. - Promote the company directors to attend training course of the Thai Institute of Directors. Business Ethics The company determined procedures about ethics of Board of Directors, management and employee for guidelines of other persons to sincerely, honestly, fairly and responsible to perform their duties and responsible for the stakeholder, shareholder and all related parties. Authority balance of non-management director In 2010, the company had altogether 11 directors as consisted of:* Directors who are the management Total 5 persons * Directors who are outsiders and non-management Total 1 person * Independent directors Total 5 persons Therefore the company thus had directors who were outsiders and non-management total 6 person or 54.55% of total Board of Directors which was more than one-half of the whole directors. The stakeholders therefore felt confidence that the directors would be able to independently perform their duties as representative of the shareholders, of which, this could balance and repeatedly check management of the directors. Integrated or separated position director The company determined the Chairman of the Board of Directors and Chief Executive Officer was not the same person by clearly prescribing scope of authority and duties of Chairman and Chief Executive Officer. Chairman and Chief Executive Officer were thus had no absolute authority. This was to balance the important resolution which required approval from the Board of Directors or Shareholders’ Meeting. Moreover, authority and power vested to the Managing Director or Board of Directors was unable to approve any item which they or other stakeholder had benefit thereon or may had conflict of interest in any other manner with the company or affiliated companies.

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Company’s Secretary The Board of Directors’ Meeting, No. 6/2551, held on 17 July 2008, had resolved to appoint Ms. Wanida Darachai as secretary of the Company as she was suitably qualified and possessed suitable experiences to be responsible and act as company’s secretary to supervise the company to comply with related laws and regulations according to the good corporate governance policy of the company to enhance more effective business operation. Board of Directors’ Meeting The company determined to hold Board of Directors’ Meeting at least once every 3 months and additional special Meeting as deemed necessary by producing Invitation Letter including Meeting agendas and other supporting documents 7 days before the Meeting day to enable all directors sufficient and reasonable time to study all related data before attending the Meeting. In each Board of Directors’ Meeting, the Chairman had sufficiently allocated time for the Directors to carefully summarize important problem. In addition, Chairman and Board of Directors had invited the auditor to attend the Board of Directors Meeting in order to provide additional information and record Minutes of Meeting in written, to compile the Minutes duly approved by the Board for verification of other related parties. The Board of Director determined the management to prepare operating result report on monthly basis to propose to the up coming Meeting to enable the Board of Director to follow up the progressiveness of business operation of the company. In 2010, the Board of Directors had held altogether 8 Meetings, each at approx. 3 hours. In each Meeting, other related persons were invited to provide additional information. The Audit Committee had held 8 Meetings, being normal agenda 4 Meetings and Meeting between Audit Committee and Auditor 4 Meetings but without attendance of the management, details of attendance in Board of Directors’ Meeting in 2010 are as follows:Details of attendance in Board of Directors’ Meeting in 2010 Name

Position

1. Asist.Prof.Dr. Piboon Limprapat Chairman of the Board of Directors/Independent Director 2. Mr. Somsak Sivapaiboon Deputy Chairman of the Board of Directors 3. Mr. Thongchai Praerangsi Director 4. Mr. Chamnan Ngampojanavong Director 5. Ms. Nateeporn Duangsawasdi Director 6. Ms. Wanida Darachai Director/Company’s Secretary 7. Ms. Jiraluck Praerangsi Director 8. Mr. Vatcharin Duangdara Chairman of the Audit Committee/Independent Director 35

Board of Directors’ Meeting Total Meeting ( 8 ) 8/8

Audit Committee’s Meeting Total Meeting ( 8 ) -

7/8

-

6/8 8/8 8/8 8/8 5/8 8/8

8/8


Name 9. Mr. Surin Premamornkit 10. Mr. Jessada Promjart 11. Mrs. Werawan Boonkwan

Position Audit Committee / Independent Director Audit Committee / Independent Director Audit Committee / Independent Director

Board of Directors’ Meeting 8/8

Audit Committee’s Meeting 8/8

4/8

8/8

8/8

8/8

Sub-committee The Extraordinary Meeting of Shareholders No. 2/2549, dated 25 August 2006; the Board of Directors’ Meeting No. 19/2549 dated 8 December 2006; The Board of Directors’ Meeting, No. 3/2551 dated 27 March 2551 and the Board of Directors’ Meeting, No. 5/2552 dated 26 June 2009, had appointed 4 Audit Committees, each of them were retained in position for 3 years per rotation to supervise the company’s affairs whereby the authorities and powers of the Audit Committee was in accordance with details in clause 8.1 of management structure. The Audit Committee would hold their Meeting at least one every quarter and may be specially held in emergency agenda. In addition, the Board of Directors’ Meeting, No. 11/2549 held on 7 September 2006, the Board of Directors’ Meeting, No. 5/2551 dated 26 June 2008 and the Board of Directors’ Meeting No. 1/2552, held on 24 February 2009, had appointed 6 Executives Board of Directors whereby the authorities and powers of the Executives Board of Directors was in accordance with details in clause 8.1 of management structure. The Executives Board of Directors would hold their Meeting in jointly with the managements regularly at least once a month and may be specially held in emergency agenda. In present, the company still does not have Remuneration Sub-Committee but there is processes to appropriately consider basic remuneration based on suitability and responsibility of the director, management, environment, economic situation and in comparison with other companies in the same industrial business group including also comparison with other company who earned similar or nearly income and net profit. Remuneration of the Board of Director, Sub-Committee was already approved by the Annual General Meeting of Shareholders. Remuneration for director and management Remuneration for director:The company considered remuneration for the director and management by considering the suitability and responsibility of the director, management, environment, economic situation and comparison with other companies in the same industrial business including comparison with other company who earned similar or nearly income and net profit. Remuneration of Board of Directors and Sub-Committee was already approved by the Annual General Meeting of Shareholders. Remuneration for the management was in accordance with principles and policies determined by the Board of Directors based on result of business operating of the company and performance of each management. 36


In 2010, the company had paid remuneration to the directors and managements total Baht 15.37 Million according to the details in clause 8.3 regarding the management remuneration. Internal control and internal audit 1. Internal control and internal audit: The company had emphasized on the internal control both in management and operation levels. To enhance its efficiency, the company thus determined duties, authorities of the management in written with control the use of company’s property for greatest benefit and divided duties among the operator, the follower and to control and separately assess to make balance and suitably audit each other. In addition, the company provided internal control about financial aspect as the company provided financial report system to propose to the responsible management. Moreover, ANS Audit Co., Ltd., who was the company’s auditor had also assessed and reviewed internal control system of the company in examining annual account and there was no any weakness nor significant failure were reported in the comment toward financial statement and issued unconditional auditor’s report. In addition, the company had Internal Audit Department to audit to ensure that major operation and significant financial activities of the company was in line with the prescribed guidelines and effective including the audition and compliance with law and all controls. To provide freedom for internal control unit, the Board of Directors defined that result of audit was directly reported to the Audit Committee and also assessed by the Audit Committee. 2. Risk assessment The company had assessed both internal and external risk factors which would impact business operation of the company including to analyze and follow up all situations which was the cause of risk factor to determine appropriate measure to regularly manage risk and follow up result thereto.

Internal Information Control The company determined policy to control the directors and managements not to bring internal information which was still not publicized to the public to use for private benefit. The management and employee of any unit who knew about such internal information were prohibited to purchase or sell company’s security within 1 month before disclosure of financial statements to the public. This prohibition was prescribed in the notification of the company regarding Policy on the Supervision of Business, Business Code of Conduct and Employee Code of Conduct. In this regard, the company also determined disciplinary action in Working Rules and Regulations of the Company as well. Moreover, the Company had informed the management of all departments to understand about their duties in reporting about possession of company’s security of himself/herself, his/her wife/husband and immature children including change of security possession to SEC pursuant to the Securities and Exchange Act, B.E. 2535 and requirements of SET after the company was permitted by SEC to offer for sale its ordinary share for capital increase to general public.

37


Internal Control In the Board of Directors’ Meeting No. 1/2011 dated 24 February 2011, there were 4 members of Audit Committee attending the Meeting, an evaluation in respect of the Company’s internal control was made by the Board of Directors as follows; 1. Organization and Environment : The Company’s Management has set up an organization chart and responsibilities of Board of Directors as well as business goal for evaluation of management and employees. Moreover, the Company has also set up a code of conduct, three manuals for its procurement practices and the penalty for violation. 2. Risk Management : The Company has always been attentive to the internal and external risks which may have significant effects to the Company’s business. The Company always analyzes various risk related incidents and has procedures for implementation and monitors all risks management regularly. 3. Control over Management’s Practice : Scope of duties and responsibilities of each management level have been set up including procedure of connected transactions with major shareholders, directors, managements, and related persons. 4. Information Technology and Communication Systems : The Board of Directors has been provided with sufficient and accurate information to be considered in each meeting. The information regarding asset utilization between the Company and its subsidiaries has been made every month for asset management and account receivables management. With this information system, the Company shall be published accounting and financial information on time. 5. Follow – up System : Actual operational results have been reported to the Company’s Board of Directors by management on a quarterly year basis in order to compare with the Company’s target. In addition, the auditor of the company was ANS Audit Co., Ltd., had studied and assessed the efficiency of internal control in accounting as deemed appropriate for benefit in determining intensive and suitable operation scope. The auditor commented that no any material mistake was found in expressing comment toward financial statements and issued unconditional auditor’s report.

38


Dividend Policy The Company has set up policy to pay dividend no less than 50 percent of net profit after tax and legal reserve of the Company; however, the dividend payment will be paid depend upon the Company’s financial results, financial condition and cash requirements, investment plan, and such other factors as the Company’s management consider appropriated. The dividend policy for its subsidiaries will depend upon their financial results, investment plans, financial condition and cash requirements.

39


Related Transaction Rules and procedures for approving connected transactions In case that the Company has a transaction with a related companies or related persons who may have conflicts of interest or stakes or future conflicts of interest, the transaction shall be made on the appropriateness of fair market price by considering all the conditions in according with operations in the same type of industry and comparing with the external price or the market price. If the related transaction has been made under the normal business operation, the management is allowed to approve the transaction but have to quarterly reviewed by the Audit Committee for consideration of the fairness and reasonableness of such transactions. If the related transaction has not been made under the normal business operation, the Audit Committee has to approve the transaction prior to the transaction taking place. If the Audit Committee is not specialized on the related transaction, the Company will provide an independent specialist or the Company’s Auditor to make suggestions on the transaction for the decision making of the Board of Directors, the Audit Committee or the shareholders. Besides, the related transactions of the Company will comply with the obligations, announcements, orders or the requirements of the Stock Exchange of Thailand. Thus the executive who may have conflicts of interest or a vested interest or benefits from the transaction has no rights to vote on that related transaction. Policy or the Tendency of Future Related Transactions In the future related transactions, which is regular transaction, the Company has set up criteria and direction in compliance with the general commerce by referring to reasonable price and appropriate conditions which can be audited and be presented to the Audit Committee to consider approval the criteria and directions. The Audit Committee shall opine in necessity and reasonableness of such transaction including all conditions. If the Audit Committee is not specialized on the related transaction, the Company will provide an independent specialist to make suggestions on the transaction for the decision making of the Audit Committee, and passed to the Board of Directors or the shareholders for final approval. The approval of the related transactions shall comply with the obligations, announcements, orders or the requirements of the Stock Exchange of Thailand and shall disclose in the Notes to Financial Statement or electronic devices of the Stock Exchange of Thailand.

40


Related Transactions in the year 2010 unit : Million Baht Related Companies / Related Persons

Mr. Thongchai Praerangsi

Ms. Junjira Praerangsi

Relationship

Directors / Major Shareholders

Managing Director of TCR / Shard holders

Consolidated Financial Statement 2010

Transaction

Mr. Thongchai and Ms. Jiraluck are directors of the Company and have lend the Company and its subsidiaries for shortterm loan as working capital without interest charge - Beginning Balance - Increasing - Decreasing - Ending Balance Advance payment to Ms. Junjira Praerangsi (Managing Director) - Beginning Balance - Increasing - Decreasing - Ending Balance

41

Necessity and Reasonableness

Those funds have been lent for working capital without interest charge. The Audit Committee has considered the transaction and opined that the transaction is financial support for group of the Companies to promote liquidity as deemed nessare. The transaction is reasonable and benefits to the Company without interest charge. 7.05 38.55 (44.15) 1.45

0.03 0.03 (0.06 ) 0.00

Such advance was related to working of TCR, such as, entertainment expenses, New Year gift for customer , etc. of which as at 12 January 2010, Ms. Junjira Praerangsri had produce document to offset such advance. The Audit Committee has considered the transaction and opined that the transactions are conducted under normal business process.


Related Companies / Related Persons

Mr. Thongchai Praerangsi

Relationship

Director / Major Shareholder

Consolidated Financial Statement 2010

Transaction

Land rental fee on Phaholyothin Road, Tambon Klong Nung, Amphur Klong Luang, Prathumthani Province, present office of TCH at Baht 50,000 per month pay to Mr. Thongchai Praerangsi

Expenses of land rental fee for TCH office to Mr. Thongchai Praerangsi pending for consideration of the Trustee in Bankruptcy Case has booked as accrued expenses - Beginning Balance - Increasing - Decreasing - Ending Balance

42

0.60

4.75 0.60 0.00 5.35

Necessity and Reasonableness

TCH has to pay the land rental fee for its present office on Phaholyothin Road, Tambon Klong Nung, Amphur Klong Luang, Pathumthani Province at Baht 50,000 per month to Mr. Thongchai Praerangsi. Mr.Thongchai Praerangsi still not received such rental until the case would be finalized due to pending on legal dispute TCH has booked this rental fee as accrued expenses with related person. The Audit Committee has considered the transaction and opined that the transaction is reasonable since rental feeTCH paid to its director is lower than market price of the same area. UK Valuation and Agency Co., Ltd. the independent appraiser, has appraised the land rental fee rate during February 8th, 2007 to December 31st, 2010 on February 8th, 2007 at Baht 120,000-145,000 per month. Expenses for land rental fee for TCH office to Mr. Thongchai Praerangsi has booked as accrued expenses since the land is under lawsuit. So TCH has ceased the rental payment to Mr. Thongchai until the lawsuit is finalized. For progressiveness of the case, Mrs. Praneet Saiphirun, senior legal officer of the company informed that it was pending for inspection of land ownership and sought for evidence to prove ownership of building to support auction sale but due to partial file was still unfound, the Trustee was still unable to take further action

The Audit Committee has considered the transaction and opined is pending for consideration of the Trustee in Bankruptcy Case that booking the rental expenses as accrued expenses until the lawsuit is finalized is reasonable.


Reporrt of Boaard of Diirectors’’ Responnsibilitiess TThe Company’’s Board of Dirrectors recognizze the significaance of duties and a responsibillities to managee the business of o the Compaany in compliaance with the laaw, the Companny’s objectivess, the Articles of o Association as well as the resolution r of thhe shareholdeers’ meeting with w integrity annd care for the best benefits of o the companyy, all shareholdders and investoors by providinng reasonablee assurance that the financiaal statements recorded r accurracy, adequate and present ffairly financial position of thhe Company.. mprises of quallified independeent directors inn The Board off Directors havee appointed thee Audit Commiittee which com compliancce with regulatiions of the Stocck Exchange off Thailand and other Securitiees and Exchangge Act to revieww and responsiblle for the accurracy, and adequuate disclosuree of the Compaany’s financial statement as wwell as to providde and to maintain efficient e internaal control systeem for the reasoonable believe on the credibility of financiall statements, goood preventionn system forr property mainntenance that frreed from corruuption item norr any abnormall operation including to complly with related laws and regulations r andd the disclosurre of related traansactions and conflicts c of inteerest as well aas compliance with w related laws and regulations. r Thhe Audit Comm mittee has prepaared a report onn the committeee’s monitoringg activities and disclosed thesee to the Boaard of Directorss T Board of Directors havee opined that the The t financial statements for the year 2008 of Chu Kai Public P Companny Limited and a subsidiariess being consollidated, in whiich the Audit Committee, thhe Company’s management and a independennt auditor haave all reviewed, have been prepared p in accordance with Generally G Acceepted Accountiing Principle annd present fairlly financial position p of the Company. C

____________________________ (Assist. Prof. Dr. Pibooon Limprapat) Chairm man of the Boardd of Directors

43


Details of Executive and Authorized Directors of the Company Name-Surname Position Assist. Prof. Dr. Piboon Limprapat

Shares Relationship to Holding other (%) executives

Age (Years

Education / Training

70

Ph.D. University of Illinois M.A. (ECON.) University of Philippines, Bachelor of Economics, Thammasart University and duly passed training program of The role of Chairman (RCM) year 2001 (IOD) Director Certification Program (DCP) year 2002 (IOD) Audit Committee Program (ACP) year 2004 (IOD) Role of Committee in Determining Remuneration Policy year 2009 (IOD)

-

-

Working Experiences Duration

Positions and Places

2009- present

Chairman of the Board of Directors of Chu Kai Public Company Limited Director, Chairman of Audit Committee and Chairman of Recruitment and Remuneration Committee N.C. Housing Public Co., Ltd. Director of Ladprao Language School Director and Vice President of Asian Medical and Agriculture Laboratory and Research Center Co., Ltd. Director of Ladprao Hospital

2007 – present

2005 – present

2004 - present

44


Name-Surname Position

Age (Years

Education / Training

Mr. Somsak Sivapaiboon

48

Master’s Degree in Business Administration (General Management) Sukhothai Thammathirat University Duly passed training program

Director Accreditation Program (DAP) year 2006 (IOD) Director Certification Program (DCP) year 2007 (IOD) Finance for Non-Finance Director (FN) year 2007 (IOD) Capital Market Academy (CMA 9/2009 )

45

Shares Relationship to Working Experiences Holding other Duration Positions and Places (%) executives 2008 - present Vice President – Office of the President Sahaviriya Steel Industries PCL. October 2006 Deputy Chairman to the - present Board of Directors Chu Kai PCL 2005 – Managing Director January 2010 Line Transport Co., Ltd. 2000 - present Director and Executive Director 2004 - present President Thai Cold Rolled Steel Sheet PCL 2001 - present Director July 1997 Managing Director February Prachuap Port Co., Ltd. 2010 2000 – 2005 Managing Director Bangsaphan Transport Co.,Ltd. 1997 - 2000 General Manager Sales & Marketing Thai Steel Sales Company Limited


Name-Surname Position

Age (Years

Mr. Vacharin Doungdara

51

Education / Training Bachelor of Law, Thammasat University Barrister of Law, The institute of Legal Education EX-MBA, Kasetsart University Duly passed training program

Director Accreditation Program (DAP) year 2004 (IOD) Director Certification Program (DCP) year 2006 (IOD)

46

Shares Relationship to Working Experiences Holding other Duration Positions and Places (%) executives 2008 - present Senior Manager Legal and Business Compliance Bank of Ayudhya PCL 2006 - present Chairman of the Audit Committee and independent director Chu Kai PCL 2004 - 2007 Legal advisor, Lawyer, independent director and audit committee to many listed companies 1999 - 2003 Debt Management Company under Kiatnakin Securities 1995 – 1998 Group of Companies M Thai Co., Ltd., a debt management company for financing companies 1982 - 1995 Thanachart and Ekachart Financing Institutes


Name-Surname Position Mr. Surin Premamornkit

Shares Relationship to Holding other (%) executives

Age (Years

Education / Training

62

Bachelor Degree of Finance and Treasury, Thammasart University, Duly passed training program Director Accreditation Program (DAP) year 2005 (IOD) Finance Executive 8 (Finex’8) The Thai Institute of Banking and Finance Association Syndicated Loans The Euro Money Institute Hong Kong BOURSE GAME ASIA Singapore Manager Bangkok Bank Public Co.,Ltd.

Working Experiences Duration

Positions and Places

2009 – present

Audit Committee and Independent Director Chu Kai Public Company Limited Director of Thai Nigi Venture Co., Ltd. Audit Committee and Independent Director Sriwichai Wetwiwat Co., Ltd. Vice General Manager, Business Corporation 2, Bank Thai Public Co., Ltd. Director of BT Business Consulting Co.,Ltd. Director of BT Securities Co., Ltd. Director of BT Asset Management Co., Ltd. Director of BT Insurance Co., Ltd

2008 – present

1999 - 2008

2008 - 2008 2006 - 2008 2005-2006 1999 - 2005

47


Name-Surname Position Mr. Jessada Promjart

Age (Years 49

Education / Training Master’s degree (Accounting) Thammasat University Bachelor’s degree (Accounting) Thammasat University

Shares Relationship to Working Experiences Holding other Duration Positions and Places (%) executives Chief Financial Officer (CFO) December 2009 – present February – November 2009 2008 - present

Duly passed training program

Director Certification Program (DCP) year 2004 (IOD) Company Secretary Program (CSP) year 2004 (IOD)

2006 – February 2008

2004 February 2008 2003 -2004 2000 – 2007

1999 – 2000

Mrs. Werawan Boonkwan

41

Master’s degree (Finance & International Business), University of Wisconsin, USA. Bachelor’s degree (Accounting) Chulalongkorn University

-

-

2007-present

2006-present

Duly passed training program

Director Accreditation Program

2002 - 2007

(DAP) year 2006 (IOD) Director Certification Program (DCP) year 2008 (IOD)

2000 - 2002 1999 – 2000

48

MCOT Public Company Limited Asst Managing Director Piyawet Hospital Public Co., Ltd.Audit Committee and Independent Director Chu Kai PCL Director D Land Development Co., Ltd. Director Media Studio Co., Ltd. M and D Entertainment Co., Ltd. MOM International Co., Ltd. Director and Secretary to the Board of Directors Media and Medias PCL Director and Audit Committee Media and Medias PCL Manager to Office of Chairman Bangkok Broadcasting and Television Co., Ltd. General Manager Chu Kai Co., Ltd.

Managing Director Korawit Learning Consultant, BCG. Director and Audit Committee Chu Kai PCL CFO Business Consultant & Advisory Co., Ltd. General Manager A Thai Market Co., Ltd. Analyst-Asset Management Bangkok Capital Aluance Co., Ld.


Name-Surname Position

Age (Years

Mr. Thongchai Praerangsi

58

Education / Training Certificate, Nida Business School Duly passed training program

Director Accreditation Program (DAP) year 2006 (IOD)

Mr. Chamnan Ngampojanavong

50

Master’s degree (Management) Kasetsart University Bachelor’s degree (Capital Accounting) Chulalongkorn University Duly passed training program

Director Accreditation Program (DAP) year 2008 (IOD)

49

Shares Relationship to Working Experiences Holding other Duration Positions and Places (%) executives 42.22 Ms. 2005-present Chief Executive Officer and Jiraluck, Director Ms. Chu Kai PCL Jiraporn 2006-present Director and Ms. The Crane Services Co., Ltd. Junjira 1996 -present Director Praerangsi’ The Crane Heavy Lift Co., s father Ltd. 19947-present Director The Crane Rayong Co., Ltd. 1992 -present Director The Crane Laem Chabang Co., Ltd. 2008-present Chief Financial Officer and Director Chu Kai PCL Oct 2551Director present The Crane Laem Chabang Co., Ltd. The Crane Rayong Co., Ltd. The Crane Heavy Lift Co., Ltd. 1993 - 2008 Senior President Medium and Small Enterprises Bank Thai PCL 1990 – 1993 Finance & Accounting Manager Pulthip Housing Co., Ltd. 1985 - 1990 Primary Manager – Credit Management Department Siam Commercial Bank PCL


Name-Surname Position Ms. Nateeporn Doungsawasdi

Age (Years 50

Education / Training Bachelor of Arts Ramkhamhaeng University Duly passed training program

Director Accreditation Program (DAP) year 2005 (IOD)

Ms. Wanida Darachai

43

Bachelor of Arts Ramkhamhaeng University Duly passed training program

Director Accreditation Program (DAP) year 2005 (IOD) Director Certification Program (DCP) year 2008 (IOD) Company Secretary Program (CSP) year 2005 (IOD)

50

Shares Relationship to Working Experiences Holding other Duration Positions and Places (%) executives 4.44 2004 -present Executive Vice President and Director Chu Kai PCL Director The Crane Heavy Lift Co., Ltd. The Crane Laem Chabang Co., Ltd. The Crane Rayong Co., Ltd. 2006 - present Director The Crane Services Co., Ltd. Sep.2008 Substitute Managing Director present The Crane Heavy Lift Co., Ltd. st 1 May 2007- Substitute Managing Director Aug. 2008 The Crane Services Co., Ltd. 1996 -April Managing Director 2007 The Crane Heavy Lift Co., Ltd. 4.44 2004 - present Executive Vice President and Director Chu Kai PCL 2006 -present Director The Crane Services Co., Ltd. 2001 - present Director The Crane Laem Chabang Co., Ltd. The Crane Heavy Lift Co., Ltd. The Crane Rayong Co., Ltd.


Name-Surname Position Ms. Jiraluck Praerangsi

Age (Years 33

Education / Training Bachelor’s degree, Huachiew Chalermprakiet University MBA, Burapha University Duly passed training program

Director Accreditation Program (DAP) year 2005 (IOD) Director Certification Program (DCP) year 2008 (IOD)

Mrs. Pattanintorn Hlowchitsiang

52

Bachelor’s degree (Marketing) Thammasat University Duly passed training program

Director Accreditation Program (DAP) year 2006 (IOD)

Mrs. Chittra Thongsamut

47

Bachelor’s degree (Accounting) Ramkhamhaeng University

51

Shares Relationship to Working Experiences Holding other Duration Positions and Places (%) executives 4.44 Mr. 2004 -present Executive Vice President and Thongchai Director s Praerangsi’ Chu Kai PCL daughter 2006 - present Director The Crane Services Co., Ltd. The Crane Heavy Lift Co., Ltd. The Crane Laem Chabang Co., Ltd. The Crane Rayong Co., Ltd. 2002 – 2004 Substitute Managing Director The Crane Laem Chabang Co., Ltd. 2006 -present Executive Vice President and Director Chu Kai PCL Sep.2008Substitute Managing Director present The Crane Services Co., Ltd. 2005-April Managing Director 2007 The Crane Services Co., Ltd. 0.0002 2004 -present Senior Finance Manager Chu Kai PCL 2000 - 2004 Accounting Manager Fedura Co., Ltd. 1998 - 1999 Accounting Manager TNT Express Worldwide (Thailand) Co., Ltd. 1996 - 1998 Accounting Manager Car Image Co., Ltd.


Name-Surname Position

Age (Years

Ms. Kuneeon Klakarnkai

40

Education / Training Bachelor’s degree (Accounting) Krirk University Bachelor’s degree (Finance and Banking) Ramkhamhaeng University Master of Business Administration, Accounting Program, Ramkhamhaeng University

Shares Relationship to Working Experiences Holding other Duration Positions and Places (%) executives 0.0002 2005 - present Accounting Manager Chu Kai PCL 2003 -2004 Assistant Finance & Accounting Manager Vuteq Asia Co., Ltd. (Chubu Group of Japan) 2002 - 2003 Supervisor to Finance & Accounting Department Extra Beverage Industries Co., Ltd. 2002 -2000 Supervisor to Finance & Accounting Department Central Watson Co., Ltd.

Remarks: All the Company’s Board of Directors has qualifications in compliance with the requirements of the Securities and Exchange Commission under the Securities and Exchange Act.

52


Director / Executives Company

1. Chu Kai PCL

Assist.Prof. Dr. Piboon Limprapat

1,3

Sivapaiboon

Mr. Vacharin Doungdara

Mr. Surin Premamornkit

Mr. Jessada Promjart

Mrs. Werawan Boonkwan

2,3

3,7

3,8

3,8

3,8

Mr. Somsak

3. The Crane Laem Chabang Co., Ltd. 4. The Crane Rayong Co., Ltd. 5. The Crane Heavy Lift Co., Ltd. 7. Thai Cold Rolled Steel Sheet PCL 8. Prachuap Port Co., Ltd. 9. Sahaviriya Steel Industries PCL

Mr. Chamnan Ngampojanavong

Ms. Nateeporn Doungsawasdi

3,4,9

3,6,10

3,6

3 3 3

3 3 3 3,9

3,9 3 3 3

2. The Crane Services Co., Ltd.

6. Line Transport Co., Ltd.

Mr. Thongchai Praerangsi

Ms. Wanida Darachai

Ms. Jiraluck Praerangsi

Mrs. Pattanintorn Hlowchitsiang

Mrs. Chittra Thongsamut

Ms. Kuneeon Klakarnkai

3,6,10 3

3,6,10 3

6,10

10

10

3 3 3

3 3 3

9 3,6 9 10 3

10. Meesuk Property Co., Ltd.

3

11. D Land Development Co., Ltd. 12.N.C. Housing PCL.

Remark :

1 2 3 4 5

2,3 Chairman Deputy Chairman Director Executive Chairman Executive Deputy Chairman

6 7 8 9 10

53

Executive Director Chairman of the Audit Committee and Independent Director Audit Committee and Independent Director Managing Director Executive

3


Details of Executive and Authorized Management of the Company and subsidiaries Name-Surname Assist.Prof.Dr.Piboon Limprapat Mr. Somsak Sivapaiboon Mr. Thongchai Praerangsi Mr. Chamnan Ngampojanavong Ms. Nateeporn Doungsawasdi Ms. Wanida Darachai Ms. Jiraluck Praerangsi Mr. Vacharin Doungdara Mr.Surin Premaornkit Mr. Jessada Promjart Mrs. Werawan Boonkwan Mrs. Pattanintorn Hlowchitsiang Mrs. Chittra Thongsamut Ms. Kuneeon Klakarnkai Ms. Nonthaporn Kraichingrit Ms. Viyada Pradubyard Ms. Patcharin Poungrat Mrs. Niramon Sutisiri Ms. Jiraporn Praerangsi Mr.Damrongpol Peerasathien Ms. Suwannee Sanguandee

Chu Kai Public Company Limited

The Crane Services Company Limited

The Crane Laem Chabang Company Limited

The Crane Rayong Company Limited

The Crane Heavy Lift Company Limited

3,8

3

3

3

3

3

3

1,3 2,3 3,4,8 3,5,9 3,5

3

3

3

3,8

3,5,9

3

3

3

3

3,5,9

3

3

3

3

3,6 3,7 3,7 3,7 5,9

3

9 9 9 9 9 9 3,8 9 9 54


Name-Surname

Chu Kai Public Company Limited

The Crane Services Company Limited

Mr. Kravee Boonma Mrs. Daoruang Yimsawasdi Ms. Doungchan Kanchanavorawong Ms. Pannee Nojakun Ms. Junjira Praerangsi Mr. Suraphon Jitdee Ms. Wilai Nakwila หมายเหตุ :

1 2 3 4 5 6 7 8 9

The Crane Laem Chabang Company Limited

The Crane Rayong Company Limited

The Crane Heavy Lift Company Limited

9 9 9 9 3,8 3,9 9

Chairman Deputy Chairman Director Executive Chairman Executive Director Chairman of the Audit Committee and Independent Director Audit Committee and Independent Director Managing Director Executive

55


Financial Status and Operating Results Analysis Statements of Income The operation of company in 2010, the company had income in 2010 total Baht 601.53 Million which was 27.36% increased from the same period in last years, divided into income from sale total Baht 225.82 Million and income from rental and transportation services Baht 375.71 Million respectively. The cause of increasing income from the same period in last year 78.38% was due to the recovered economic, the financial institute started to grant more loan. In addition, the company had tried the market by importing machine from People’s Republic of China to sell at lower price than machine from Europe and Japan, the purchaser easily decided to purchase. For income from rental and transportation services were 8.68% increased from the same period in last year due to the company had been awarded to undertake 2 large projects, i.e. Construction project of cement factory and installation of electricity systems for paper factory. In addition, the company had also expanded our service bases to foreign customers, i.e. Lao People’s Democratic Republic and Union of Myanmar. Gross profit of the company in 2010 was Baht 204.67 Million which was 151.21% increased from the same period in last year, such had caused from 2 major causes, i.e. 1. Change or estimated usage life of machine to correspond with actual usage life had decreased depreciation cost; 2. the company did not additionally set allowance for prospective bad debt due to the company was more careful in granting loan, in supporting with the company also earned more sale volume, the net profit in 2010 was thus total Baht 57.84 Million. Balance Sheet Asset Total asset of the company was decreased from Baht 1,926.34 Million in 2008 to Baht 1,791.51 Million in 2009 and 1,748.02 in 2010 or 7.00% and 2.43% respectively, of which, it was considered as slightly decreased in 2010 as caused by increasing account receivable in the forth quarter total Baht 33.41 Million. Increased inventory was due to importing of crane from China, PRC 10 units at the year ended to support the customers’ demand total Baht 55.25 Million. Non-current asset was increased Baht 7.71 Million and decreased land, plant and equipment Baht 115.68 Million due to the company had sold machine more than imported quantity. The decreased of total asset in 2009 was caused by decreased cash and cash equivalent due to the company had spent as revolving capital in business and paid for long term debt. Decreased account receivable was based on decreased income and sale of machine during the interim year. Liabilities Total liabilities of the company as at 31 December 2010 was Baht 862.60 Million, which was Baht 963.63 Million or 10.51% decreased from 2009. The major causes of such decrease in comparison with the previous year are as follows:-

56


Increased account payable from Baht 43.46 Million in 2009 to Baht 93.28 Million or 114.62% in 2010. This was because the company imported 10 units of machines from China, PRC in the forth quarter for sale to the customers and payment was still not due. Advanced payment for the cost of goods and services were decreased from Baht 31.67 Million in 2009 to Baht 7.43 Million in 2010 due to the company had delivered the goods to the customers and recorded as income from sale. Decreased long term loan from financial institute and liabilities under financial rental contract from Baht 373.00 Million in 2009 to Baht 271.11 Million or 27.32% in 2010 due to the company had gradually paid partial debt to the financial institute. Shareholders’ equity Shareholders’ equity of the company as at 31 December 2010 was Baht 885.42 Million which was Baht 827.58 Million increased from 2009 as caused by retained profit duly increased according to the net profit of operation result in 2010 total Baht 57.84 Million. For decreased shareholders’ equity in 2009 from Baht 943.67 Million in 2008 to Baht 827.58 Million in 2009 or 12.30% was due to the company sustained net loss Baht 93.59 Million and paid dividends for 2008 total Baht 22.50 Million, total Baht 116.09 Million. Liquidity As at the end of 2010, the company had increased liquidity rate from 0.24 in 2009 to 0.36 in 2010 due to increased account receivable from completion of work at the end of accounting period and decreased in advanced payment for the cost of goods and services due to the company had delivered the machine to customers at the beginning year. Cash flow in 2010, the company had cash received from business operation Baht 266.78 Million, cash used in investment Baht 60.42 Million and cash flow sued in fund raising Baht 204.42 Million, of which, mostly the company would spend cash to gradually pay long term loan and financial lease contract. As result, the company had proportion of liability vs. shareholders’ equity which was decreased from 1.16 times in 2009 to 0.97 times in 2010. However, at the end of accounting period, the company still had remaining cash and cash equivalent in business Baht 9.67 Million. In this 2011, the company believe to have better cash flow from sale and service for rent and transportation by using strategies to maintain existing customer base and expand customer base both in and outside the country including to access customer base of competitors and emphasizes on sale of new crane imported from China, PRC which was not at high price upon comparing with used crane mainly imported from Japan and Europe. Long term debt payment is during seeking channel for debt refinance in order to manage debt structure and installment period for debt payment to correspond with the ability to pay debt. In this regard, the company still does not have any liquidity problem whatsoever.

57


Audittor’s Repport & Financial F l Reportt Audit Repport of Certifiedd Public Accouuntant To the Booard of Directoors and Shareholders of Chuukai Public Coompany Limitted: I have auudited the connsolidated balaance sheets of Chukai Publiic Company LLimited and its subsidiaries as at Decemberr 31, 2010 and 2009, and the related consollidated statemeents of income, changes in shhareholders’ eqquity and cash flows for each of o the years then ended, and I have also auudited the sepaarate balance sheets s of Chukkai Public Com mpany Limitedd as at Decemberr 31, 2010 andd 2009, and thee related separaate statements of income, chaanges in sharehholders’ equityy and cash flowws for each of thhe years then ended. e The Coompany’s management is ressponsible for thhe correctness and completeeness of inform mation presented in these financcial statements. My responsibiility is to expreess an opinion on o these financcial statements based b on my auudits. I conducteed my audits inn accordance with w generally accepted a auditiing standards. TThose standardds require that I plan and perforrm the audits too obtain reasonnable assurancee about whetherr the financial statements are free of materiaal misstatementts. An audit incluudes examiningg, on a test basiis, evidence suppporting the am mounts and discclosures in the financial statem ments. An audiit also includes assessing a the acccounting princciples used andd significant estimates made by b managemennt, as well as evvaluating the overall o financial statement s preseentation. I belieeve that my auddits provide a reeasonable basiss for my opinioon. In my opiinion, the finanncial statemennts referred to above present fairly, in all m material respeccts, the consoliidated financial positions p of Chhukai Public Coompany Limiteed and its subsidiaries as at Deecember 31, 20010 and 2009, and a the consoliidated results of their operationns and their caash flows for each e of the yeaars then endedd, and the sepaarate financial positions of Chukai C Public Coompany Limited as at Decem mber 31, 2010 and a 2009, and the results of its i operations aand its cash floows for each of o the years thenn ended, in confformity with geenerally acceptted accounting principles.

Bunjong Picchayaprasat Certified Publlic Accountant Registration Number N 7147

ANS Audit Co., Ltd. 2 Bangkok, February 24, 2011

58


CHUKAI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, 2010 AND 2009 (Unit: Baht) Note ASSETS

Consolidated

Separate

financial statements

financial statements

2010

2009

2010

2009

853,220.58

222,598.49

3

Current assets Cash and cash equivalents

6

9,669,291.92

7,725,066.95

159,586.90

158,751.74

92,451,424.04

59,040,229.37

4,338,700.37

10,253,651.22

84,838,305.03

29,588,484.54

85,388,404.03

30,088,483.54

Other current assets - net

15,611,363.06

31,874,281.95

5,223,464.72

17,494,280.87

Total current assets

207,068,671.32

138,640,465.77

114,578,241.12

90,029,889.18

894,296.82

3,003,866.48

258,931.00

255,891.00

174,991,430.00

174,991,430.00

Current investments Trade accounts receivable - net

5, 7

Accrued income Inventories - net

8

23,113,151.79 -

42,186,034.86 38,491.42

Non-current assets Restricted bank deposits

11

Investments in subsidiaries

9

Property, plant and equipment - net Accounts receivable under finance leases

-

4, 13 1,487,276,423.92 12

1,602,959,673.53

1,034,181,134.77 1,088,533,574.13

825,915.18

2,670,904.89

825,915.18

2,670,904.89

51,954,085.09

44,236,319.97

11,021,038.19

14,345,715.79

Total non-current assets

1,540,950,721.01

1,652,870,764.87

1,221,278,449.14 1,280,797,515.81

Total assets

1,748,019,392.33

1,791,511,230.64

1,335,856,690.26 1,370,827,404.99

Other non-current assets

The accompanying notes are an integral part of these financial statements. 59


CHUKAI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, 2010 AND 2009 Consolidated

Separate

financial statements

financial statements

(Unit: Baht) Note LIABILITIES AND SHAREHOLDERS' EQUITY

2010

2009

2010

2009

3

Current liabilities Bank overdrafts and short-term loans from financial institutions

14

150,855,874.07

125,482,280.40

128,953,749.94

102,535,746.75

5, 15

93,280,441.34

43,463,931.54

142,840,469.05

124,008,133.45

Current portion of long-term debts

16

189,424,010.81

245,949,053.40

104,227,516.94

152,828,185.45

Liability under repurchase agreement

20

83,760,029.26

77,748,937.89

Short-term loans from related parties

5

1,450,000.00

7,050,000.00

Other short-term loan

17

Trade accounts payable

-

Advances received for goods and service Accrued expenses

23,850,000.00 -

24,050,000.00 2,033,000.00

7,429,336.45

31,669,906.54

7,077,887.85

31,669,906.54

37,416,682.23

29,887,396.73

12,804,552.61

9,059,936.67

17,656,802.20

17,670,427.68

1,804,826.24

3,216,383.91

581,273,176.36

580,954,934.18

421,559,002.63

449,401,292.77

5

Other current liabilities Total current liabilities

2,033,000.00

-

Non-current liabilities Long-term loans from financial institutions

18

97,960,834.07

127,747,683.94

87,750,694.72

112,522,884.01

Long-term liabilities under finance leases

19

173,154,039.30

245,252,237.79

69,728,105.98

100,157,047.33

Other non-current liabilities

5

10,214,137.81

9,975,177.90

345,314.41

311,851.00

Total non-current liabilities

281,329,011.18

382,975,099.63

157,824,115.11

212,991,782.34

Total liabilities

862,602,187.54

963,930,033.81

579,383,117.74

662,393,075.11

The accompanying notes are an integral part of these financial statements. 60


CHUKAI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, 2010 AND 2009 (Unit: Baht) Note LIABILITIES AND SHAREHOLDERS' EQUITY

Consolidated

Separate

financial statements

financial statements

2010

2009

2010

2009

3

Shareholders' equity Share capital Authorized share capital - 450,000,000 ordinary shares, Baht 1 par value

450,000,000.00

450,000,000.00

450,000,000.00

450,000,000.00

Issued and paid-up share capital - 450,000,000 ordinary shares, fully paid-up

450,000,000.00

450,000,000.00

450,000,000.00

450,000,000.00

209,553,500.00

209,553,500.00

Premium on ordinary shares

21

209,553,500.00

209,553,500.00

Surplus from internal restructure of entities under common control

2

39,195,609.23

39,195,609.23

Appropriated to legal reserve

22

10,829,452.62

8,427,490.49

10,829,452.62

8,427,490.49

Unappropriated

23

175,838,642.94

120,404,597.11

86,090,619.90

40,453,339.39

885,417,204.79

827,581,196.83

756,473,572.52

708,434,329.88

1,748,019,392.33

1,791,511,230.64

-

-

Retained earnings

Total shareholders' equity Total liabilities and shareholders' equity

The accompanying notes are an integral part of these financial statements. 61

1,335,856,690.26 1,370,827,404.99


CHUKAI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR EACH OF THE YEARS ENDED DECEMBER 31, 2010 AND 2009 (Unit: Baht) Note

Consolidated

Separate

financial statements

financial statements

2010

2009

2010

2009

Revenue from sales

225,820,222.38

126,593,408.89

281,915,227.38

255,453,926.61

Revenue from rental and transportation services

375,704,604.49

345,702,297.06

102,874,668.59

97,097,127.37

601,524,826.87

472,295,705.95

384,789,895.97

352,551,053.98

(126,662,510.39)

(58,372,123.82) (242,012,405.54) (223,797,950.18)

Revenue from sales and services

3, 5

Total revenue from sales and services Cost of sales and services

3, 5

Cost of sales Cost of rental and transportation services

25

Total cost of sales and services

(270,194,632.37) (332,449,905.82)

(89,719,917.20) (104,328,171.09)

(396,857,142.76) (390,822,029.64) (331,732,322.74) (328,126,121.27)

Gross profit Other income

5, 24

Dividend income from subsidiaries

5, 23

Profit before expenses

204,667,684.11

81,473,676.31

53,057,573.23

24,424,932.71

23,698,447.75

32,001,649.10

27,571,218.18

39,120,299.99

54,998,010.00

14,998,950.00

-

-

228,366,131.86

113,475,325.41

135,626,801.41

78,544,182.70

Selling and service expenses

5, 25

(24,191,781.96)

(19,145,493.63)

(3,618,189.22)

(4,393,023.14)

Administrative expenses

5, 25

(64,049,379.31)

(94,245,265.92)

(23,811,215.87)

(28,672,962.08)

25

(26,224,924.71)

(30,907,508.73)

(25,739,110.53)

(30,424,450.67)

Total expenses

(114,466,085.98) (144,298,268.28)

(53,168,515.62)

(63,490,435.89)

Profit (loss) before finance costs

113,900,045.88

(30,822,942.87)

82,458,285.79

15,053,746.81

(56,064,037.92) 57,836,007.96

(62,770,822.49) (93,593,765.36)

(34,419,043.15) 48,039,242.64

(41,128,315.09) (26,074,568.28)

Shareholders of the parent

57,836,007.96

(93,593,765.36)

48,039,242.64

(26,074,568.28)

Minority interest

57,836,007.96

(93,593,765.36)

48,039,242.64

(26,074,568.28)

Management benefit expenses

Finance costs Net profit (loss)

5, 26

Net profit (loss) attributable to: -

Basic earnings (loss) per share Net profit (loss) attributable to shareholders of the parent

3

0.13

(0.21)

0.11

(0.06)

Weighted average number of ordinary shares (Shares)

3

450,000,000

450,000,000

450,000,000

450,000,000

The accompanying notes are an integral part of these financial statements. 62


CHUKAI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR EACH OF THE YEARS ENDED DECEMBER 31, 2010 AND 2009 (Unit: Baht) Note Beginning balance as at January 1, 2009 Net loss Dividend payment Ending balance as at December 31, 2009 Net profit Legal reserve Ending balance as at December 31, 2010

23

22

Issued and paid-up share capital 450,000,000.00 450,000,000.00 450,000,000.00

Consolidated financial statements Premium on Surplus from internal restructure Retained earnings ordinary shares of entities under common control Appropriated Unappropriated 209,553,500.00 39,195,609.23 8,427,490.49 236,498,362.47 (93,593,765.36) (22,500,000.00) 209,553,500.00 39,195,609.23 8,427,490.49 120,404,597.11 57,836,007.96 2,401,962.13 (2,401,962.13) 209,553,500.00 39,195,609.23 10,829,452.62 175,838,642.94

The accompanying notes are an integral part of these financial statements. 63

Total 943,674,962.19 (93,593,765.36) (22,500,000.00) 827,581,196.83 57,836,007.96 885,417,204.79


CHUKAI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR EACH OF THE YEARS ENDED DECEMBER 31, 2010 AND 2009 (Unit: Baht) Note Beginning balance as at January 1, 2009 Net loss Dividend payment Ending balance as at December 31, 2009 Net profit Legal reserve Ending balance as at December 31, 2010

23

22

Issued and paid-up share capital 450,000,000.00 450,000,000.00 450,000,000.00

Separate financial statements Premium on Retained earnings ordinary shares Appropriated Unappropriated 209,553,500.00 8,427,490.49 89,027,907.67 (26,074,568.28) (22,500,000.00) 209,553,500.00 8,427,490.49 40,453,339.39 48,039,242.64 2,401,962.13 (2,401,962.13) 209,553,500.00 10,829,452.62 86,090,619.90

The accompanying notes are an integral part of these financial statements. 64

Total 757,008,898.16 (26,074,568.28) (22,500,000.00) 708,434,329.88 48,039,242.64 756,473,572.52


CHUKAI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR EACH OF THE YEARS ENDED DECEMBER 31, 2010 AND 2009 (Unit: Baht)

Consolidated

Separate

financial statements

financial statements

2010

2009

2010

2009

57,836,007.96

(93,593,765.36)

48,039,242.64

(26,074,568.28)

119,287,294.36

208,897,404.93

52,510,586.42

73,137,471.36

Doubtful accounts (reversal)

(6,894,726.99)

17,461,776.37

Reversal of loss from obsolete stock

(6,444,919.11)

(3,900,012.72)

(6,444,919.11)

(3,900,012.72)

Loss from impairment of assets and written-off assets

2,517,160.89

8,964,270.35

2,516,045.10

4,626,685.75

(Gain) loss on sales of assets

(862,088.05)

(2,609,533.88)

19,992.64

(306,163.51)

Provision

6,011,091.37

10,826,341.36

35,677.37

(1,419,104.18)

Cash flows from operating activities Net profit (loss) Adjustments to reconcile net profit (loss) to net cash provided by operating activities Depreciation

Unrealized (gain) loss on exchange rate Dividend income from subsidiaries

-

-

-

-

-

320,644.44

35,677.37

(1,419,104.18)

(54,998,010.00)

(14,998,950.00)

Interest incomes

(399,623.63)

(1,199,706.99)

(238,136.05)

(627,735.20)

Interest expenses

56,064,037.92

62,770,822.49

34,419,043.15

41,128,315.09

227,149,912.09

206,198,492.37

75,859,522.16

71,886,582.75

(26,525,467.68)

66,326,004.20

19,072,883.07

18,895,448.45

5,914,950.85

(4,966,440.95)

Inventories

17,562,397.54

38,941,783.15

(5,697,127.08)

138,848,184.38

Other current assets

16,252,633.89

9,984,748.28

12,251,531.15

7,972,726.71

Restricted bank deposits

2,109,569.66

3,274,835.12

(3,040.00)

3,494,859.88

Accounts receivable under finance leases

1,844,989.71

(1,862,730.23)

1,844,989.71

(1,862,730.23)

Other non-current assets

3,802,626.11

4,032,709.25

3,846,000.00

3,253,299.43

Profit from operating activities before change in operating assets and liabilities Change in operating assets (increase) decrease Trade accounts receivable Accrued income

The accompanying notes are an integral part of these financial statements. 65

-

-


CHUKAI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR EACH OF THE YEARS ENDED DECEMBER 31, 2010 AND 2009 (Unit: Baht)

Consolidated

Separate

financial statements

financial statements

2010

2009

2010

2009

Trade accounts payable

49,773,456.60

(158,750,428.56)

18,789,282.40

(145,024,312.66)

Advances received for goods and service

(24,240,570.09)

29,800,747.66

(24,592,018.69)

29,800,747.66

4,460,538.04

786,791.42

(309,855.43)

2,144,561.38

Other current liabilities

(12,725.47)

(3,435,750.13)

(1,410,657.67)

97,290.84

Other non-current liabilities

238,959.91

(38,382.62)

33,463.41

(2,775.00)

278,331,271.16

190,292,378.96

99,684,973.03

129,503,883.59

399,623.63

1,199,706.99

276,627.47

591,216.38

Cash receipt from tax return

12,208,268.86

6,446,698.61

4,744,482.75

3,373,938.93

Income tax paid

(24,155,832.59)

(24,884,900.40)

(5,692,977.63)

(5,172,060.56)

266,783,331.06

173,053,884.16

99,013,105.62

128,296,978.34

54,998,010.00

14,998,950.00

Change in operating liabilities increase (decrease)

Accrued expenses

Cash generated from operations Interest received

Net cash provided by operating activities Cash flows from investing activities Dividend received from subsidiaries

-

Increase in current investments

(835.16)

Decrease in short-term loans to related parties

-

Purchase of building and equipment

(140,408.20) -

(61,316,569.74) (118,196,894.63)

Cash receipt from sales of assets

900,207.28

-

1,600,000.00

(34,490,394.69) (162,699,412.53)

2,873,429.70

2,766.40

1,112,149.54

(60,417,197.62) (115,463,873.13)

20,510,381.71

(144,988,312.99)

Increase in bank overdrafts and short-term loans from financial institutions

25,380,969.50

170,082,961.27

26,425,379.02

160,129,920.00

Cash receipt from short-term loans from related parties

38,550,000.00

17,549,999.00

53,320,000.00

26,429,999.00

Repayment of short-term loans from related parties

(44,150,000.00)

(10,499,999.00)

(53,520,000.00)

(23,929,999.00)

Net cash provided by (used in) investing activities Cash flows from financing activities

Cash receipt from other short-term loans

-

Repayment of other short-term loans

(2,033,000.00)

Cash receipt from sales and leaseback agreement and finance lease agreement 94,858,010.90 Repayment of liabilities under finance leases Cash receipt from long-term loans from financial institutions Repayment of long-term loans from financial institutions

-

(2,033,000.00)

2,033,000.00 -

39,310,581.00

29,648,338.00

39,310,581.00

(189,089,239.53) (172,874,850.74)

(72,440,312.18)

(83,593,466.61)

7,100,000.00

18,600,000.00

7,100,000.00

13,600,000.00

(77,686,110.97)

(61,619,964.68)

(72,671,450.39)

(57,528,764.61)

The accompanying notes are an integral part of these financial statements. 66

2,033,000.00


CHUKAI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR EACH OF THE YEARS ENDED DECEMBER 31, 2010 AND 2009 (Unit: Baht)

Interest paid

Separate

financial statements

financial statements

2010

2009

2010

2009

(57,351,638.37)

(61,567,677.24)

(34,720,919.69)

(38,004,330.49)

(900.00)

(22,542,840.00)

(900.00)

(22,542,840.00)

(81,528,790.39) (118,892,865.24)

15,904,099.29

Dividend payment Net cash provided by (used in) financing activities

Consolidated

(204,421,908.47)

Net increase (decrease) in cash and cash equivalents

1,944,224.97

(23,938,779.36)

630,622.09

(787,235.36)

Cash and cash equivalents at the beginning of the years

7,725,066.95

31,663,846.31

222,598.49

1,009,833.85

Cash and cash equivalents at the end of the years

9,669,291.92

7,725,066.95

853,220.58

222,598.49

Additional details of non-cash items Year 2010 1. The Company and subsidiaries had purchased the machinery and equipment for rent and the vehicles at cost in the amount of Baht 5.50 million in the separate financial statements and in the amount of Baht 7.96 million (year 2009: Baht 132.15 million) in the consolidated financial statements by cash payment in the amount of Baht 0.94 million in the separate financial statements and in the amount of Baht 1.55 million (year 2009: Baht 23.07 million) in the consolidated financial statements and by entering into a finance lease agreement for the remainder. 2. The Company and subsidiaries had transferred thier machinery and equipment for rent to inventories at net book value in the amount of Baht 51.64 million (year 2009: Baht 91.81 million) in the separate financial statements and in the amount of Baht 74.85 million (year 2009: Baht 17.72 million) in the consolidated financial statements. 3. Year 2009, the Company had transferred its assets in transit (machinery and equipment for rent) to inventories at book value in the amount of Baht 34.02 million in the consolidated financial statements and the separate financial statements. 4. Year 2009, the Company changed short-term loans to long-term loans with a financial institution in the amount of Baht 174.30 million. 5. The Company included interest from loan in the amount of Baht 0.56 million (year 2009: Baht 0.08 million), as a part of cost of building in progress. 6. Year 2009, the Company had purchase land in the amount of Baht 25 million at cost, which paid by cash in the amount of Baht 14 million and by borrowing from a financial institution for the remainder. 7. Year 2009, the Company has the offsetting assets and liabilities with subsidiaries, trade accounts receivable in the amount of Baht 21.57 million, trade accounts payable in the amount of Baht 11.10 million, short-term loan in the amount of Baht 10.75 million, and accrued interest expense in the amount of Baht 0.70 million in the separate financial statements. 8. The Company had transferred inventories to machines and equipment for rent at net book value in the amount of Baht 8.48 million (year 2009: Baht 23.33 million) in the consolidated financial statements and in the amount of Baht 8.48 million (year 2009: Baht 64.36 million) in the separate financial statements.

The accompanying notes are an integral part of these financial statements. 67


CHUKAI PUBLIC COMPANY LIMITED AND SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR EACH OF THE YEARS ENDED DECEMBER 31, 2010 AND 2009 1.

GENERAL INFORMATION Chukai Public Company Limited, “the Company” was incorporated in Thailand under the Civil and Commercial Code on May 26, 1997 and became a public company limited on June 8, 2005. The Company’s principal activities are to trade, repair and provide maintenance services, rental services and transportation services for cranes, forklifts, trailers and trucks. On January 29, 2008, the Company was listed on the Stock Exchange of Thailand in Market for Alternative Investment (MAI). The office of the Company and the factory are at 42/62, Moo 14, Bangkaew, Bangplee, Samutprakarn.

2.

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS The accompanying financial statements are prepared in accordance with Thai Accounting Standards (“TAS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions (“FAP”) in conformity with generally accepted accounting principles in Thailand. The financial statements have been prepared in the Thai language and expressed in Thai Baht. Such financial statements have been prepared for domestic reporting purposes. For the convenience of the readers not conversant with the Thai language, an English version of the financial statements has been provided by translating from the Thai version of the financial statements. The preparation of financial statements in conformity with Thai accounting standards requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying amounts of assets and liabilities that are not readily apparent from other sources. Subsequent actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, and in the period of the revision and future periods, if the revision affects both current and future periods. During the year 2010, the Federation of Accounting Professions has issued a Notification, re-numbering of the following Thai Accounting Standards (“TAS”) as follows: Former TAS no.

Re-numbering TAS no.

Topic

TAS 11

TAS 101

Doubtful Accounts and Bad Debts

TAS 26

TAS 102

Income Recognition for Real Estate Business

68


Former TAS no.

Re-numbering TAS no.

Topic

TAS 27

TAS 103

Disclosures in the Financial Statements of Banks and Similar Financial Institutions

TAS 34

TAS 104

Accounting for Troubled Debt Restructuring (revised 2002)

TAS 40

TAS 105

Accounting for Investments in Debt and Equity Securities

TAS 42

TAS 106

Accounting for Investment Companies

TAS 48

TAS 107

Financial Instruments Disclosure and Presentation

Adoption of new and revised Thai Accounting Standards, Thai Financial Reporting Standards and Thai Financial Reporting Interpretation During the year 2010, the Federation of Accounting Professions has issued Notifications, mandating the use of new and revised Framework for the Preparation and Presentation of Financial Statements, Thai Accounting Standards (TAS), Thai Financial Reporting Standards (TFRS) and Thai Financial Reporting Interpretation (TFRI) as follows: a)

Framework for the Preparation and Presentation of Financial Statements (revised 2009) which is immediately effective for the current year. The management of the Company has assessed the effects of this framework and believes that it does not have any significant impact on the financial statements for the current year.

b) TAS, TFRS and TFRI which are effective for the financial statements for the period beginning on or after January 1, 2011 of totalling 28 standards. TAS/TFRS/TFRI

Topic

TAS 1 (revised 2009)

Presentation of Financial Statements

TAS 2 (revised 2009)

Inventories

TAS 7 (revised 2009)

Statement of Cash Flows

TAS 8 (revised 2009)

Accounting Policies, Changes in Accounting Estimates and Errors

TAS 10 (revised 2009)

Events After the Reporting Period

TAS 11 (revised 2009)

Construction Contracts

TAS 16 (revised 2009)

Property, Plant and Equipment

TAS 17 (revised 2009)

Leases

TAS 18 (revised 2009)

Revenue

TAS 19

Employee Benefits

69


TAS/TFRS/TFRI

Topic

TAS 23 (revised 2009)

Borrowing Costs

TAS 24 (revised 2009)

Related Party Disclosures

TAS 26

Accounting and Reporting by Retirement Benefit Plans

TAS 27 (revised 2009)

Consolidated and Separate Financial Statements

TAS 28 (revised 2009)

Investments in Associates

TAS 29

Financial Reporting in Hyperinflationary Economies

TAS 31 (revised 2009)

Interests in Joint Ventures

TAS 33 (revised 2009)

Earnings per Share

TAS 34 (revised 2009)

Interim Financial Reporting

TAS 36 (revised 2009)

Impairment of Assets

TAS 37 (revised 2009)

Provisions, Contingent Liabilities and Contingent Assets

TAS 38 (revised 2009)

Intangible Assets

TAS 40 (revised 2009)

Investment Property

TFRS 2

Share – Based Payments

TFRS 3 (revised 2009)

Business Combinations

TFRS 5 (revised 2009)

Non-current Assets Held for sale and Discontinued Operations

TFRS 6

Exploration for and Evaluation of Mineral Resources

TFRI 15

Agreements for the Construction of Real Estate

The management of the Group has assessed the effects of these TAS, TFRS and TFRI, and believes that they will not have any significant impact on the financial statements for the year in which they are initially applied except for TAS, TFRS and TFRI as follows: TAS 16 (revised 2009) – Property, Plant and Equipment The main changes of TAS 16 (revised 2009) and affecting the Group as follows: (1) The costs of dismantlement, removing the item and restoring the site, on which it is located and incurred from the obligation, have to be included as asset costs and subject to annual depreciation.

70


(2) The depreciation charge has to be determined separately for each significant part of an asset. (3) The residual value of an item of property, plant and equipment has to be measured at the amount estimated receivable currently for disposal of the asset if the assets were already of the age and in the condition expected at the end of its useful life. Furthermore, the residual value and useful life of an asset have to be reviewed at least at each financial year-end. Presently, the management of the Group is assessing the impact on the financial statements of the main change of TAS 16 (revised 2009) from January 1, 2011. TAS 19 – Employee Benefits TAS 19 includes the requirements to recognize and measure employee benefits costs of post-employment benefits under defined benefit plans, other long-term employee benefits and termination benefits in the period in which the service is performed. The requirements require actuarial assumptions to measure the obligation and expense. Moreover, the obligations are measured on a discounted basis using the Projected Unit Credit Method because they may be settled many years after the employees render the related service. TAS 19 requires the Group to recognize such liability incurred from the employee benefits. The management of the Company applies a transitional provision that such liability is recognized and accounted for immediately in retained earnings at the transition date. The management of the Group has determined that the transitional liability as at January 1, 2011 for post-employment benefits is the amount of Baht 8.01 million in the consolidated financial statements and Baht 5.78 million in the separate financial statements. c)

TAS which are effective for the financial statements for the period beginning on or after January 1, 2013 are as follows: TAS

Topic

TAS 12

Income Taxes

TAS 20 (revised 2009)

Accounting for Government Grants and Disclosures of Government Assistance

TAS 21 (revised 2009)

The Effects of Changes in Foreign Exchange Rate

The management of the Group is assessing the impacts of these standards on the financial statements for the year in which they are initially applied.

71


BASIS OF CONSOLIDATED FINANCIAL STATEMENT PRESENTATION The consolidated financial statements for each of the years ended December 31, 2010 and 2009 consisted of the financial statements of Chukai Public Company Limited, and subsidiaries (together referred to as “the Group�) as follows:

Subsidiaries The Crane Lamechabang Co., Ltd. The Crane Rayong Co., Ltd. The Crane Heavy Lift Co., Ltd. The Crane Service Co., Ltd.

Located in

Business Type

Thailand Thailand Thailand Thailand

Sales and rental service for cranes Sales and rental service for cranes Sales and rental service for cranes Sales and rental service for cranes

Percentage of holding 2010 2009 100% 100% 100% 100%

100% 100% 100% 100%

All significant intercompany transactions and accounts are eliminated in preparing the consolidated financial statements. The preparations of the consolidated financial statements have been based on the same accounting policies for the same or similar accounting transactions or accounting events. Subsidiaries are an entity controlled by the Company. Control exists when the Company has the power, directly or indirectly through other subsidiaries, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The surplus from restructuring under the common control is the difference between the net book value of such acquired investment and cost of acquired investment from restructuring into the Company under common control. These said investments are from merging the entities which have the same shareholders and management team. The said surplus is presented in the balance sheet under Shareholders’ equity. 3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The measurement bases used in preparing the financial statements Other than those disclosed elsewhere in the summary of significant accounting policies and other notes to the financial statements, the financial statements are prepared on the historical cost basis. Revenues Revenue excludes value added taxes or other sales taxes and is arrived at after deduction of trade discounts. Revenue is recognized in the statement of income when the significant risks and rewards of ownership have been transferred to the buyer. No revenue is recognized if there is continuing management involvement with the goods or there are significant uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods. 72


Revenues from services of rental and transportation are recognized when services are rendered. Revenue from rental Revenue from rental is recognized to the statement of income by the straight-line method based on agreement. Interest income Interest income is recognized as interest accrues, based on the effective rate method. Dividends income Dividends incomes are recognized when the right to receive the dividends is established. Other income Other income is recognized on an accrual basis. Expenses Expenses are recognized on an accrual basis. Operating leases Payments made under operating leases are recognized in the statement of income on a straight-line basis over the term of the lease. Lease incentives received are recognized in the statement of income as an integral part of the total lease payments made. Contingent rentals are charged to the statement of income in the accounting period in which they are incurred. Finance costs Interest expenses and similar costs are charged to the statement of income in the period in which they are incurred, except to the extent that they are capitalized as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of finance lease payments is recognized in the statement of income using the effective interest rate method. Interest expenses Interest expenses are recognized to the statement of income during the financial period in which they are incurred. Employee benefits The Group operates to set up a provident fund that is a defined contribution plan. The assets of which are held in a separate trust fund. The provident fund is funded by payments from employees and the Company. Contributions to the provident fund are charged to the statement of income in that year. 73


Cash and cash equivalents Cash and cash equivalents are cash on hand, current deposits and savings deposits, cash at bank with an original maturity of 3 months and short-term investments with high liquidity net of deposits at bank on obligation. Current investments Current investments are the fixed deposits with maturity within 1 year. Trade and other accounts receivable Trade and other accounts receivable are stated at their invoice value less allowance for doubtful accounts. Trade accounts receivable are stated at the net realizable value. The Group recorded allowance for doubtful accounts that is provided for the estimated losses that may be incurred in collection of receivables. The allowance is generally based on collection experiences and analysis of debtor aging. In determined an allowance for doubtful accounts, the management needs to make judgment for estimated losses for each outstanding debtor. The allowances for doubtful accounts are determined through a combination of analysis of debt aging, collection experience, and taking into account change in the current economic conditions. However, the use of different estimates and assumptions could affect the amounts of allowances for receivable losses and adjustments to the allowances may therefore be required in the future. Inventories Inventories are valued at the lower of the specific identification cost method or net realizable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured inventories, cost includes an appropriate share of overheads based on normal operating capacity. Net realizable value is the estimated selling price in the normal course of business less the costs to make the sale. A provision for devaluation of inventories is made for all deteriorated, damaged, obsolete and slow-moving inventories. Investments in subsidiaries Investments in subsidiaries in the separate financial statements of the Company are accounted for using the cost method less allowance for impairment loss (if any).

74


Property, plant and equipment Lands are stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and allowance for impairment (if any). Depreciation Depreciation is computed by the straight–line method based on the estimated useful lives of assets as follows: Years 5 20 5 5, 7 and 15 5 5

Land improvements Buildings and buildings for rent Machinery and factory equipment Machinery and equipment for rent Furniture and office equipment Vehicles

Depreciation is included in determining income and no depreciation is provided on land, part of land improvement and construction in progress. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred. The cost of major renovations is included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset. Gains and losses on disposals are determined by comparing the proceeds with carrying amount and are included in the statements of income. The direct expenses concerned with the assets include interest paid from the borrowing for the acquisitions of the above assets before completion of the assets are recognized as cost of the assets. The machinery and equipment for lease had an objective to lease and sell. Therefore, the machinery and equipment which did not sell, then the assets go to rent were recorded in “Property, plant and equipment” and were depreciated over its useful life as above recorded in “Cost of rental and transportation services” until there are sales will stop the depreciation and will be reclassified to be “Inventories” if sold out and will recognized the cost of sales at the net book value (cost less accumulated depreciation) on the disposed date to the statement of income in the period in which they are incurred.

75


Finance lease Leases of property, plant or equipment which substantially transfer all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated to the principal and to the finance costs so as to achieve a constant rate on the finance balance outstanding. The outstanding rental obligations, net of finance costs, are included in other long-term payables. The interest element of the finance cost is charged to the statement of income over the lease period. The property, plant or equipment acquired under finance leases is depreciated over the shorter of the useful life of the asset or the lease term. Impairment of assets The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The impairment loss is recognized in the statement of income unless it reverses a previous revaluation credited to equity, in which case it is charged to equity. Calculation of recoverable amount The recoverable amount is the greater of the assets’ net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Reversals of impairment An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Foreign currencies accounts Transactions in foreign currencies Transactions in foreign currencies are converted at the foreign exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are converted to Thai Baht at the foreign exchange rates ruling at that date. Forward exchange contracts at the transaction date are converted to Thai Baht by using the contract rates.

76


Outstanding forward exchange contracts are marked to market by comparing contract rates to forward rates established by the contracting Bank with the same maturity. At each balance sheet date, the unrealized gains or losses on outstanding forward exchange contracts, calculated as describe above, are included within other receivables or other payables from forward exchange contracts in the balance sheet. Gain or loss on conversion is included in the statements of income. Income tax Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date. Dividends Dividend and interim dividend payment are recorded in the consolidated and separate financial statements in the period in which they are approved by Shareholders’ meeting and Board of Directors’ meeting. Basic earnings (loss) per share Basic earnings (loss) per share is calculated by dividing net profit (loss) for each of the years by the weighted average number of ordinary shares outstanding during the years. Provisions A provision is recognized in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Significant judgments and estimates are as follows: Commercial disputes and litigation The Company and subsidiaries has contingent liabilities as a result of commercial disputes and litigation. The Company’s management has used judgment to assess of the results of the commercial disputes and litigation and believes that no loss will result. Therefore no provision is recorded as at the balance sheet date. However, actual results could differ from the estimates.

77


4.

CHANGE IN ESTIMATED USEFUL LIVES OF ASSETS FOR RENT In year 2010, the Company and subsidiaries had reviewed the estimated useful lives of assets for rent (Cranes and Forklifts) which acquired before June 2008, the Company and subsidiaries changed the estimated useful lives of all assets for rent from 5 years to 7 years for used assets for rent and from 10 years to 15 years for new assets for rent and changed all residual value of assets for rent to the rate 20% of cost for Cranes and 10% of cost for Forklifts. The change in the estimated useful lives and residual value resulting the depreciation for the year ended December 31, 2010 decreased in the amount of Baht 53.09 million in the consolidated financial statements and Baht 20.57 million in the separate financial statements.

5.

TRANSACTIONS WITH RELATED PARTIES The Company had transactions with related parties. These parties were related through common shareholders and/or directorships. The significant transactions with related parties as included in the financial statements are determined at the prices in line occurring in the normal course of business based on the market price in general or the price as stipulated in the agreement if no market price exists. The significant balances of assets, liabilities and other transactions occurred with those related parties were as follows: Significant transactions with related parties for each of the years ended December 31, 2010 and 2009. (Unit: Baht) Consolidated financial statements 2010 2009 Subsidiaries The Crane Lamechabang Co., Ltd. Sales of goods Revenues from rental and transportation services Revenues from repairment Revenues from rental building Revenues from consulting Other income Purchase of goods Cost of sales Costs of rental and transportation services Services and administrative expenses

-

78

Separate financial statements 2010 2009

-

1,036,555.00 14,810,433.66 4,298,743.60 1,148,400.00 3,600,000.00 205,324.87 37,010,607.48 454,426.70 223,749.81 -

26,207,202.00 11,086,816.99 4,996,919.19 1,148,400.00 3,600,000.00 250,351.44 9,834,392.52 320,851.57 5,470.74


(Unit: Baht) Consolidated financial statements 2010 2009 The Crane Rayong Co., Ltd. Sales of goods Revenues from rental and transportation services Revenues from repairment Revenues from consulting Other income Dividend income Interest income Purchase of goods Cost of sales Costs of rental and transportation services The Crane Heavy Lift Co., Ltd. Sales of goods Revenues from rental and transportation services Revenues from repairment Revenues from consulting Other income Dividend income Purchase of goods Cost of sales Costs of rental and transportation services Services and administrative expenses Interest expenses The Crane Service Co., Ltd. Sales of goods Revenues from rental and transportation services

79

Separate financial statements 2010 2009

-

-

44,791,720.00 36,355,216.93 2,785,105.00 4,200,000.00 234,144.79 9,999,800.00 5,293.16 14,167,663.45 622,035.05 453,158.34

30,522,350.00 43,806,747.98 1,075,938.00 4,200,000.00 299,301.88 24,891.79 186,102.64

-

-

15,189,400.00 14,278,083.41 496,120.00 3,600,000.00 229,883.49 19,999,960.00 14,976,000.00 128,000.00 69,245.60 -

330,284.00 7,491,633.54 854,920.50 3,600,000.00 262,694.17 22,543,411.22 206,283.65 5,600.00 90.41

-

-

30,377,330.00 5,717,582.44

73,057,513.50 8,832,416.71


(Unit: Baht) Consolidated financial statements 2010 2009 -

Revenues from repairment Revenues from consulting Revenues from rental building Other income Dividend income Purchase of goods Costs of sales Costs of rental and transportation services Services and administrative expenses Interest expenses Related Persons (Shareholders and Director) Rental expenses

600,000.00

-

600,000.00

Separate financial statements 2010 2009 6,245,530.90 6,653,470.97 3,600,000.00 3,600,000.00 600,000.00 600,000.00 1,292,383.55 1,269,091.67 24,998,250.00 14,998,950.00 43,136,598.17 32,273,352.33 479,219.20 838,600.00 1,610,511.84 1,461,816.40 306,105.41 300,599.71 1,506,819.39 2,407,999.76 -

-

The significant balance of assets and liabilities with related parties as at December 31, 2010 and 2009 is as follow: (Unit: Baht) Consolidated financial statements 2010 2009 Subsidiaries The Crane Lamechabang Co., Ltd. Trade accounts payable Deposit The Crane Rayong Co., Ltd. Trade accounts payable The Crane Heavy Lift Co., Ltd. Trade accounts payable

80

Separate financial statements 2010 2009

-

-

14,035,557.69 95,700.00

30,736.74 95,700.00

-

-

51,856.00

7,554,837.10

-

-

2,601,722.80

31,911,091.51


(Unit: Baht) Consolidated financial statements 2010 2009 The Crane Service Co., Ltd. Trade accounts payable Accrued interest expenses Related Persons (Shareholders and Director) Accrued expenses

5,350,000.00

Separate financial statements 2010 2009 -

49,941,427.90 2,495,354.61

4,750,000.00

-

52,850,927.92 1,227,298.40 -

Trade accounts receivable – related companies Trade accounts receivable – related companies as at December 31, 2010 and 2009 consisted of: (Unit: Baht) Consolidated financial statements 2010 2009 108,408.12 108,408.12 108,408.12 108,408.12 (108,408.12) (108,408.12) -

The Crane Lamechabang Co., Ltd. The Crane Rayong Co., Ltd. The Crane Heavy Lift Co., Ltd. The Crane Service Co., Ltd. Crane Today Co., Ltd. Total Less: Allowance for doubtful accounts Trade accounts receivable – related companies - net

Separate financial statements 2010 2009 2,647,822.00 9,021,228.39 12,609,885.92 22,060,072.09 1,205,084.29 341,123.49 857,894.70 2,297,023.18 108,408.12 108,408.12 17,429,095.03 33,827,855.27 (108,408.12) (108,408.12) 17,320,686.91 33,719,447.15

During the year 2009, the Company has the offsetting assets and liabilities with subsidiaries are as follow: The Company has the offsetting trade accounts receivable in the amount of Baht 21.57 million, trade accounts payable in the amount of Baht 11.10 million, short-term loan payable in the amount of Baht 10.75 million, and accrued interest expenses in the amount of Baht 0.70 million.

81


The Crane Service Company Limited has the offsetting trade accounts receivable in the amount of Baht 22.34 million, short-term loan receivable in the amount of Baht 10.75 million, accrued interest income in the amount of Baht 0.70 million, other current assets in the amount of Baht 0.78 million, trade accounts payable in the amount of Baht 21.40 million, account payable from purchasing assets in the amount of Baht 11.10 million, and other current liabilities in the amount of Baht 0.51 million. The Crane Lamechabang Company Limited has the offsetting trade accounts receivable in the amount of Baht 21.40 million, trade accounts payable in the amount of Baht 15.71 million, account payable from purchasing assets in the amount of Baht 6.19 million, and other current liabilities in the amount of Baht 0.50 million. Short–term loans to related companies Movements of short–term loans to related companies for each of the years ended December 31, 2010 and 2009 were as follows: (Unit: Baht) Separate financial statements 2010 2009 1,600,000.00 2,650,000.00 8,800,000.00 (2,650,000.00) (10,400,000.00) -

Balance at the beginning Increase Decrease Balance at the end

The Company had short-term loans to The Crane Rayong Company Limited (“subsidiary”) by issued promissory notes, due at call with interest charged at the rate referred with the interest rate of minimum overdraft rate (MOR) and unsecured. Short–term loans from related parties Short–term loans from related parties as at December 31, 2010 and 2009 consisted of: (Unit: Baht)

The Crane Service Co., Ltd. Director Total

Consolidated financial statements 2010 2009 1,450,000.00 7,050,000.00 1,450,000.00 7,050,000.00

82

Separate financial statements 2010 2009 22,400,000.00 17,000,000.00 1,450,000.00 7,050,000.00 23,850,000.00 24,050,000.00


Movements of short–term loans from related parties for each of the years ended December 31, 2010 and 2009 were as follows: (Unit: Baht)

Balance at the beginning Increase Decrease Balance at the end

Consolidated financial statements 2010 2009 7,050,000.00 38,550,000.00 17,549,999.00 (44,150,000.00) (10,499,999.00) 7,050,000.00 1,450,000.00

Separate financial statements 2010 2009 24,050,000.00 32,300,000.00 53,320,000.00 26,429,999.00 (53,520,000.00) (34,679,999.00) 23,850,000.00 24,050,000.00

The Company borrowed short-term loans from The Crane Service Company Limited (“subsidiary�) by issued promissory notes, due at call with interest charged at the rate referred with the interest rate of minimum retail rate (MRR) and unsecured. For the loans from related person are by issued promissory notes, due at call without interest charged and unsecured. Co-guarantee for liabilities with related parties As at December 31, 2010, the Company and its subsidiaries had co-guarantee liabilities with related parties as follows: The Company The Company had co-guarantee for liabilities under finance leases of subsidiaries at book value in the amount of Baht 179.89 million (see Note 29). Subsidiaries The Subsidiaries had co-guarantee for liabilities under finance leases of the Company at book value in the amount of Baht 85.49 million (see Note 29). The Subsidiaries had co-guarantee for liabilities under finance leases of other subsidiaries at book value in the amount of Baht 19.52 million (see Note 29). Related Persons (Director) Related Persons had co-guarantee for liabilities under finance leases of the Company and subsidiaries at book value in the amount of Baht 363.34 million

83


Nature of relationship Name The Crane Lamechabang Co., Ltd. The Crane Rayong Co., Ltd. The Crane Heavy Lift Co., Ltd. The Crane Service Co., Ltd. Crane Today Co., Ltd.

Country Relation Thailand Subsidiary Thailand Subsidiary Thailand Subsidiary Thailand Subsidiary Thailand Other related company

Type of relation Direct holding Direct holding Direct holding Direct holding Former common management and/or shareholders

Bases of measurement for intercompany revenues and expenses

Pricing policies Purchase - sale of land and machinery and equipment for rent or goods Rendering of rent and transportation services Rendering of repair services Services and administrative expenses Interest income and expense

Market price Market of price minus discount 20% - 35% Market price Market price Referred with the bank's interest rate.

The discount mentioned above occurred from the difference by nature of service provided in the section of staff who control the machinery and equipment for rent. 6.

CASH AND CASH EQUIVALENTS Cash and cash equivalents as at December 31, 2010 and 2009 consisted of: (Unit: Baht)

Cash Cash at banks - savings deposits Cash at banks - current deposits Total

Consolidated financial statements 2010 2009 234,285.00 229,500.00 1,207,298.31 2,062,232.11 8,227,708.61 5,433,334.84 7,725,066.95 9,669,291.92

84

Separate financial statements 2010 2009 45,000.00 45,000.00 46,360.44 67,055.31 761,860.14 110,543.18 853,220.58 222,598.49


7.

TRADE ACCOUNTS RECEIVABLE - NET As at December 31, 2010 and 2009, the Company and subsidiaries had outstanding balances of trade accounts receivable aged by number of months as follows: (Unit: Baht) Consolidated financial statements 2010 2009 Trade accounts receivable - others Current Overdue Less than 3 months Over 3 months up to 6 months Over 6 months up to 12 months Over 12 months Total Less: Allowance for doubtful accounts Trade accounts receivable - others - net Trade accounts receivable - related companies Current Overdue Less than 3 months Over 3 months up to 6 months Over 6 months up to 12 months Over 12 months Total Less: Allowance for doubtful accounts Trade accounts receivable - related companies - net

42,689,853.96

20,003,299.29

3,604,884.50

475,454.50

45,323,835.65 5,076,034.32 1,836,854.22 17,571,307.64 112,497,885.79 (20,046,461.75) 92,451,424.04

27,960,872.26 16,099,024.17 15,647,438.30 9,178,687.49 88,889,321.51 (29,849,092.14) 59,040,229.37

2,362,580.38 5,967,464.88 (175,000.00) 5,792,464.88

2,306,533.21 5,859,600.00 152,608.75 8,794,196.46 (327,608.75) 8,466,587.71

6,174,885.20

7,314,129.53

108,408.12 108,408.12 (108,408.12) 92,451,424.04

Trade accounts receivable - net

85

Separate financial statements 2010 2009

-

10,974,166.22 16,679,370.18 88,596.00 9,642,907.95 83,039.49 108,408.12 191,447.61 108,408.12 108,408.12 17,429,095.03 33,827,855.27 (108,408.12) (108,408.12) (108,408.12) 17,320,686.91 33,719,447.15 59,040,229.37

23,113,151.79

42,186,034.86


Movements of allowance for doubtful accounts for each of the years ended December 31, 2010 and 2009 were as follows: (Unit: Baht)

Balance as at the beginning Add (less): Doubtful accounts (reversal) Less: Written-off bad debts Balance as at the end

Consolidated financial statements 2010 2009 29,957,500.26 17,292,265.56 (6,885,726.99) 17,508,776.37 (2,916,903.40) (4,843,541.67) 20,154,869.87 29,957,500.26

Separate financial statements 2010 2009 436,016.87 1,623,295.29 (152,608.75) (1,187,278.42) 283,408.12 436,016.87

As at December 31, 2009, the Company had sold on discount its trade accounts receivable to a company in the amount of Baht 2.03 million. The Company is committed to the uncollectible balances, for the whole amount, partial or overdue. Those accounts receivable were used as collateral for loans from that company. As present, the Company has paid liability from loan in whole amount (see Note 17). 8.

INVENTORIES - NET Inventories as at December 31, 2010 and 2009 consisted of: (Unit: Baht)

Cranes Forklifts Trailers Spare parts and equipment Goods in transit and work in process Total Less Allowance for devaluation of inventories Inventories - net

Consolidated financial statements 2010 2009 11,249,875.59 18,634,234.00 2,373,461.96 5,860,280.54 1,367,345.06 1,367,345.06 5,873,290.29 6,355,245.44 69,360,002.75 9,201,969.23 90,223,975.65 41,419,074.27 (5,385,670.62) (11,830,589.73) 29,588,484.54 84,838,305.03

86

Separate financial statements 2010 2009 11,249,875.59 18,634,234.00 2,373,461.96 5,860,280.54 1,367,345.06 1,367,345.06 6,373,289.29 6,855,244.44 69,410,102.75 9,201,969.23 90,774,074.65 41,919,073.27 (5,385,670.62) (11,830,589.73) 85,388,404.03 30,088,483.54


Movements of allowance for devaluation of inventories for each of the years ended December 31, 2010 and 2009 were as follows:

Balance as at the beginning Less: Reversal of loss from obsolete stock Less: Written-off allowance for devaluation of inventories Balance as at the end

(Unit: Baht) Consolidated and Separate financial statements 2010 2009 11,830,589.73 22,030,602.45 (6,444,919.11) (3,900,012.72) (6,300,000.00) 5,385,670.62 11,830,589.73

Year 2009, the management of the Company had improved business plan and competitive strategy in order to relevant with economic situation and customer satisfaction. This improvement was result to change the objective of partial inventories to be assets for rent. Therefore, Year 2010, the Company transferred partial inventories to be machinery and equipment for rent and recorded in “Property, plant and equipment� at cost in the amount of Baht 8.48 million (year 2009: Baht 64.36 million) and reversed related accounting transactions. 9.

INVESTMENTS IN SUBSIDIARIES Investments in subsidiaries stated by the cost method, as at December 31, 2010 and 2009 consisted of:

(Unit: Baht) Subsidiaries The Crane Lamechabang Co., Ltd. The Crane Rayong Co., Ltd. The Crane Heavy Lift Co., Ltd. The Crane Service Co., Ltd. Total

Holding (%) 2010 2009 100% 100% 100% 100% 100% 100% 100% 100%

Paid-up share capital 2010 2009 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 100,000,000.00 100,000,000.00 175,000,000.00 175,000,000.00

87

Cost method 2010 24,999,300.00 24,999,200.00 24,999,930.00 99,993,000.00 174,991,430.00

2009 24,999,300.00 24,999,200.00 24,999,930.00 99,993,000.00 174,991,430.00


10. RECEIVABLE UNDER REPURCHASE AGREEMENT - NET Receivable under repurchase agreement as at December 31, 2010 and 2009 consisted of:

(Unit: Baht) Consolidated financial statements 2010 45,820,560.75 (45,820,560.75) -

Receivable under repurchase agreement Less: Allowance for doubtful accounts Receivable under repurchase agreement - net

2009 45,820,560.75 (45,820,560.75) -

The Crane Service Company Limited (“subsidiary�) putting up collateral against a finance lease agreement for repurchase assets if the customer does not perform according to the agreement for its accounts receivable as the debt payment was defaulted upon with the payable (see Note 20). 11. RESTRICTED BANK DEPOSITS As at December 31, 2010, deposits at the bank of the Company and subsidiaries were used as collateral for letters of guarantee issued by banks (see Note 29). 12. ACCOUNTS RECEIVABLE UNDER FINANCE LEASES Accounts receivable under finance leases as at December 31, 2010 and 2009 consisted of: (Unit: Baht) Consolidated and Separate financial statements 2010 Year 1 2

Present value 825,915.18 825,915.18

Deferred interest 31,288.54 31,288.54

2009 Minimun lease payment 857,203.72 857,203.72

88

Present value 1,828,446.46 842,458.43 2,670,904.89

Deferred interest 229,622.69 31,288.54 260,911.23

Minimun lease payment 2,058,069.15 873,746.97 2,931,816.12


The Company entered into the finance lease agreements for machinery and equipment for rent in the amount of Baht 1.89 million for the period 3.5 years from March 16, 2007 to August 16, 2010, receivable monthly totalling 42 instalments in the amount of Baht 0.04 million each. During the year 2009, the Company sold inventories to a company in the amount of Baht 2.33 million. The receivable repaid is 1.5 years started from January 25, 2010 to June 25, 2011, receivable monthly totalling 18 instalments in the amount of Baht 0.14 million each.

89


13. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as at December 31, 2010 and 2009 consisted of: (Unit: Baht) Land

Cost At January 1, 2009 Additions / transfer in Transfer out / adjust Disposals At December 31, 2009 Additions / transfer in Transfer out / adjust Disposals At December 31, 2010 Accumulated depreciation At January 1, 2009 Depreciation Disposals At December 31, 2009 Depreciation Disposals At December 31, 2010 Impairment of assets At December 31, 2009 At December 31, 2010 Net book value At December 31, 2009 At December 31, 2010

Land improvements

487,655,234.45 29,926,865.00 4,400,635.00 521,982,734.45 311,325.71 522,294,060.16 521,982,734.45 522,294,060.16

Buildings

Machinery and factory equipment

Consolidated financial statements Furniture and Vehicles office equipment

Machinery and equipment for rent

Land and buildings for rent

7,001,939.29 7,001,939.29 7,001,939.29

129,627,854.55 590,370.51 6,512,834.78 (5,515,602.11) 131,215,457.73 267,159.82 (3,000,000.00) 128,482,617.55

16,952,254.79 4,612,333.81 (3,067,105.29) 18,497,483.31 285,164.46 (761,364.68) 18,021,283.09

30,568,667.53 1,687,923.09 133,821.44 (6,539,816.76) 25,850,595.30 492,029.21 (310,562.36) (200,649.92) 25,831,412.23

38,946,860.14 3,748,579.20 (7,667,500.92) 35,027,938.42 2,470,873.23 (650,467.29) (1,437,260.00) 35,411,084.36

1,411,977,112.84 118,174,790.60 199,632,155.93 (135,922,738.09) 1,593,861,321.28 117,946,640.65 (235,664.71) (133,634,866.53) 1,577,937,430.69

3,563,066.00 3,563,066.00 3,563,066.00

6,014,366.92 987,565.37 7,001,932.29 7,001,932.29

59,695,956.20 6,577,961.67 (3,844,054.07) 62,429,863.80 6,366,582.14 (615,616.23) 68,180,829.71

13,583,819.69 1,827,720.79 (3,040,866.75) 12,370,673.73 2,017,771.93 (738,584.64) 13,649,861.02

26,137,611.14 1,977,315.02 (6,511,939.16) 21,602,987.00 1,648,516.78 (488,919.01) 22,762,584.77

20,488,973.54 6,111,582.84 (6,164,145.89) 20,436,410.49 5,142,168.59 (2,087,723.29) 23,490,855.79

550,786,195.03 191,315,259.29 (57,740,733.18) 684,360,721.14 104,012,254.96 (59,017,198.80) 729,355,777.30

1,481,643.54 99,999.95 1,581,643.49 99,999.96 1,681,643.45

7.00 7.00

68,785,593.93 60,301,787.84

6,126,809.58 4,371,422.07

4,247,608.30 3,068,827.46

90

14,591,527.93 11,920,228.57

2,928,000.60 2,928,000.60 906,572,599.54 845,653,652.79

1,981,422.51 1,881,422.55

Construction in progress and assets in transit 115,274,053.38 154,776,144.97 (156,639,389.50) (34,739,438.56) 78,671,370.29 11,783,047.72 (52,669,402.53) 37,785,015.48

Total

2,241,567,042.97 313,517,007.18 54,040,057.65 (193,452,201.73) 2,415,671,906.07 133,556,240.80 (56,866,096.89) (136,034,141.13) 2,356,327,908.85

-

678,188,566.06 208,897,404.93 (77,301,739.05) 809,784,231.94 119,287,294.36 (62,948,041.97) 866,123,484.33

-

2,928,000.60 2,928,000.60

78,671,370.29 37,785,015.48

1,602,959,673.53 1,487,276,423.92


(Unit: Baht) Land

Cost At January 1, 2009 Additions / transfer in Transfer out / adjust Disposals At December 31, 2009 Additions / transfer in Transfer out / adjust Disposals At December 31, 2010 Accumulated depreciation At January 1, 2009 Depreciation Disposals At December 31, 2009 Depreciation Disposals At December 31, 2010

Land improvements

463,981,351.37 29,926,865.00 4,400,635.00 498,308,851.37 498,308,851.37 -

Buildings

Separate financial statements Machinery and Furniture and Vehicles factory equipment office equipment

Machinery and equipment for rent

Construction in progress and assets in transit 115,045,537.13 145,703,418.90 (153,349,224.62) (34,739,438.56) 72,660,292.85 11,778,247.72 (52,669,402.53) 31,769,138.04

6,345,543.21 6,345,543.21 6,345,543.21

51,405,727.28 584,065.49 6,328,551.39 58,318,344.16 267,159.82 (3,000,000.00) 55,585,503.98

4,411,927.78 98,708.00 4,510,635.78 179,114.27 (741,839.68) 3,947,910.37

9,749,571.34 693,858.87 133,821.44 (177,942.90) 10,399,308.75 44,200.00 (310,562.36) 10,132,946.39

14,479,948.77 (2,724,000.00) 11,755,948.77 11,755,948.77

517,700,512.27 5,074,351.11 199,030,965.04 (105,916,679.46) 615,889,148.96 92,609,763.57 (235,664.71) (78,159,808.24) 630,103,439.58

5,359,470.35 986,070.86 6,345,541.21 6,345,541.21

13,103,279.85 2,761,330.98 15,864,610.83 2,924,508.48 (615,616.23) 18,173,503.08

3,573,131.37 421,067.10 3,994,198.47 290,147.84 (719,080.64) 3,565,265.67

7,394,489.21 1,068,896.75 (170,278.43) 8,293,107.53 953,023.07 (304,720.07) 8,941,410.53

4,414,084.94 2,662,814.92 (1,944,412.87) 5,132,486.99 2,200,630.96 7,333,117.95

98,891,571.52 65,237,290.75 (14,104,307.58) 150,024,554.69 46,142,276.07 (26,757,522.26) 169,409,308.50

-

Total

1,183,120,119.15 182,081,267.37 56,544,748.25 (143,558,060.92) 1,278,188,073.85 104,878,485.38 (56,215,629.60) (78,901,647.92) 1,247,949,281.71 132,736,027.24 73,137,471.36 (16,218,998.88) 189,654,499.72 52,510,586.42 (28,396,939.20) 213,768,146.94

Net book value

At December 31, 2009

498,308,851.37

2.00

42,453,733.33

516,437.31

2,106,201.22

6,623,461.78

465,864,594.27

72,660,292.85

1,088,533,574.13

At December 31, 2010

498,308,851.37

2.00

37,412,000.90

382,644.70

1,191,535.86

4,422,830.82

460,694,131.08

31,769,138.04

1,034,181,134.77

91


Consolidated financial statements 2010 2009

(Unit: Millions Baht) Separate financial statements 2010 2009

Depreciation for each of the years ended December 31, were included in - Cost of rental and transportation services - Selling and administrative expenses Total

107.13 12.16 119.29

194.04 14.85 208.89

47.43 5.08 52.51

66.47 6.67 73.14

As at December 31, Book value of equipment before less accumulated depreciation which have been fully depreciated and still in use.

378.09

363.00

48.76

47.89

Transferred machinery and equipment for rent to inventories at net book value and recognized as cost of sales when disposed the assets for each of the years ended December 31,

74.85

17.72

51.64

91.81

Transferred inventories to machinery and equipment for rent for each of the years ended December 31,

8.48

23.33

8.48

64.36

Transferred assets in transit (machinery and equipment for rent) to inventories for each of the years ended December 31,

-

34.02

-

34.02

The Company included interest from loan, as a part of building in progress for each of the years ended December 31, (see Note 26)

0.56

0.08

0.56

0.08

569.91 11.37 581.28

660.81 13.80 674.61

258.47 4.37 262.84

337.82 6.45 344.27

As at December 31, the net book value of assets under finance lease agreements (see Note 19) - machinery and equipment for rent - vehicles Total

92


As at December 31, 2010 and 2009, the Company and subsidiaries have pledged land including existing construction and to be constructed as well as the benefits from insurance of construction against bank overdrafts and loans from financial institutions (see Notes 14 and 18).

Parties Property lease agreement (lessee) The Crane Lamechabang Co., Ltd. The Crane Service Co., Ltd. The Crane Heavy Lift Co., Ltd. Property lease agreement (lessor) Chukai Public Co., Ltd. The Crane Lamechabang Co., Ltd. The Crane Rayong Co., Ltd.

As at December 31, 2010 The rate of lease per month Period Millions Baht

Chukai Public Co., Ltd. Chukai Public Co., Ltd. The Company's director

3 years 1 year 3 years

0.10 0.05 0.05

Another company Person Another company

1 year 1 year 1 year

0.02 0.01 0.42

Note Cancelled the agreement in September 2010

On August 10, 2009, the Company entered into a land sale and purchase agreement from a company in the amount of Baht 25 million by cash payment in the amount of Baht 14 million. The Company borrowed loan from a financial institution for the remainder (see Note 18). 14. BANK OVERDRAFTS AND SHORT–TERM LOANS FROM FINANCIAL INSTITUTIONS Bank overdrafts and short–term loans from financial institutions as at December 31, 2010 and 2009 consisted of: (Unit: Baht)

Bank overdrafts Promissory notes Trust receipts Total

Consolidated financial statements 2010 2009 71,288,451.47 75,482,280.40 50,000,000.00 50,000,000.00 29,567,422.60 150,855,874.07 125,482,280.40

93

Separate financial statements 2010 2009 49,386,327.34 52,535,746.75 50,000,000.00 50,000,000.00 29,567,422.60 128,953,749.94 102,535,746.75


The Company

Lender Bank Bank Bank Bank

Type of credit Bank overdrafts Trust receipt / Letter of credit Promissory notes Forward foreign currency Total

Credit lines (Millions Baht) 2010 2009 55 55 100 100 50 50 5 5 210 210

Type of credit Bank overdrafts

Credit lines (Millions Baht) 2010 2009 23 23

Referred interest rate MOR MLR MLR

Subsidiaries

Lender Bank

Referred interest rate MOR

The Company and subsidiaries have pledged land including existing construction and to be constructed as collateral for loans from financial institutions. Moreover, the loans are also guarantee by the Company and its subsidiary’s directors. The Company had co-guarantee for liabilities of subsidiaries (see Notes 5 and 13). 15. TRADE ACCOUNTS PAYABLE Trade accounts payable as at December 31, 2010 and 2009 consisted of: (Unit: Baht)

Trade accounts payable - Domestic Trade accounts payable - Overseas Total

Consolidated financial statements 2010 2009 25,758,267.57 19,119,538.79 67,522,173.77 24,344,392.75 43,463,931.54 93,280,441.34

94

Separate financial statements 2010 2009 75,318,295.28 99,663,740.70 67,522,173.77 24,344,392.75 142,840,469.05 124,008,133.45


16. CURRENT PORTION OF LONG-TERM DEBTS Current portion of long-term debts as at December 31, 2010 and 2009 consisted of: (Unit: Baht)

Loans from financial institutions Liabilities under finance leases Total

Note 18 19

Consolidated financial statements 2010 2009 50,567,478.08 91,366,739.18 138,856,532.73 154,582,314.22 189,424,010.81 245,949,053.40

Separate financial statements 2010 2009 45,551,478.08 86,350,739.18 58,676,038.86 66,477,446.27 104,227,516.94 152,828,185.45

17. OTHER SHORT-TERM LOAN As at December 31, 2009, the Company sold on discount its trade accounts receivable to a company with the interest charged at the rate of 2.5 percent per annum. Those accounts receivable were used as collateral for the loan. As present, the Company has paid liability from loan in whole amount (see Note 7). 18. LOANS FROM FINANCIAL INSTITUTIONS Loans from financial institutions as at December 31, 2010 and 2009 consisted of: (Unit: Baht)

Loans from financial institutions Less: Current portion of long-term debts Long-term loans from financial institutions

Consolidated financial statements 2010 2009 148,528,312.15 219,114,423.12 (50,567,478.08) (91,366,739.18) 97,960,834.07 127,747,683.94

95

Separate financial statements 2010 2009 133,302,172.80 198,873,623.19 (45,551,478.08) (86,350,739.18) 87,750,694.72 112,522,884.01


The details of the loans are summarized as follows: Millions Baht Credit line Principal 2010 2009 2010 2009

Credit line Lender Company 1 Bank 84.50

84.50

2.21

Period

Referred Interest Rate

30.00 Jul. 2009 - Dec. 2010

MLR

2 Bank

170.00

170.00

101.79

144.27 Mar. 2009 - Mar. 2014

MLR

3 Bank

35.00

35.00

29.30

24.60 Aug. 2009 - Aug. 2015

MLR

Total 289.50 Subsidiaries 4 Bank 20.00

289.50

133.30

20.00

11.32

Year 2009, Monthly principal repayment totaling 5 installments, Baht 0.10 million each Year 2010, Monthly principal repayment totaling 12 installments, Baht 2.50 million each Monthly principal repayment totaling 54 installments, Baht 3.01 million each Monthly principal repayment totaling 72 installments, Baht 0.60 million each

198.87 15.32 Oct. 2008 - Oct. 2013

5 Bank

5.00

5.00

3.91

Total

25.00

25.00

15.23

20.24

314.50

314.50

148.53

219.11

Grand Total

Repayment

4.92 Dec. 2009 - Nov. 2014

MLR MLR

Monthly principal repayment totaling 60 installments, Baht 0.33 million each Monthly principal repayment totaling 60 installments, Baht 0.08 million each

Movements of loans from financial institutions for each of the years ended December 31, 2010 and 2009 were as follows: (Unit: Baht)

Balance at the beginning Increase Decrease Balance at the end

Consolidated financial statements 2010 2009 219,114,423.12 76,832,000.00 7,100,000.00 203,902,387.80 (77,686,110.97) (61,619,964.68) 219,114,423.12 148,528,312.15

96

Separate financial statements 2010 2009 198,873,623.19 57,500,000.00 7,100,000.00 198,902,387.80 (72,671,450.39) (57,528,764.61) 133,302,172.80 198,873,623.19


Credit line 1 In year 2009, the Company has default condition of repayment by installment of loan with a bank. On November 17, 2009, the Company entered into the memorandum of understanding for repayment by installment of debt with a bank. The bank approved to change in such installment loan condition. The fine for the overdue payments has been waived and the interest is the normal rate. Moreover, the bank has conditions as follow: -

The Company has to maintain Debt to Equity Ratio and maintain Debt Service Coverage Ratio according to the agreement.

-

Some of the major shareholders have to maintain the proportion of share holding according to the agreement.

Credit line 2 During the year 2009, the Company entered into the memorandum of understanding to expand the repayment by installment of debt from trust receipt with a bank for expanding period of repayment of such debt. On August 20, 2010, the Company entered into the memorandum of understanding with a bank. The bank approved to extend in such installment loan condition to one year totaling 12 installments. The fine for the overdue payments has been waived and the interest is the normal rate. The Company has conditions to maintain Debt Service Coverage Ratio according to the agreement. The Company and subsidiaries had pledged land including existing construction and to be constructed as well as the benefits from insurance of construction and the Company’s director and certain shareholders pledged ordinary shares not less than stipulated in the loan agreement against loans from financial institutions with the full personal guarantee of the directors of the Company and subsidiaries. Moreover, The Company had co-guarantee for loan from financial institution of subsidiary (see Notes 5 and 13). 19. LIABILITIES UNDER FINANCE LEASES Liabilities under finance leases as at December 31, 2010 and 2009 consisted of: (Unit: Baht) 2010

Year 1 2-5

Consolidated financial statements Minimun Present value Deferred interest lease payment 138,856,532.73 22,891,265.35 161,747,798.07 173,154,039.30 12,663,592.99 185,817,632.29 312,010,572.03 35,554,858.34 347,565,430.37

97

Separate financial statements Present value 58,676,038.86 69,728,105.98 128,404,144.84

Deferred interest 10,523,769.91 4,753,124.90 15,276,894.81

Minimun lease payment 69,199,808.77 74,481,230.88 143,681,039.65


(Unit: Baht) 2009

Year 1 2-5

Consolidated financial statements Minimun Present value Deferred interest lease payment 154,582,314.22 35,317,557.61 189,899,871.83 245,252,237.79 28,397,980.08 273,650,217.87 399,834,552.01 63,715,537.69 463,550,089.70

Separate financial statements Present value 66,477,446.27 100,157,047.33 166,634,493.60

Deferred interest 15,558,560.83 11,358,909.61 26,917,470.44

Minimun lease payment 82,036,007.10 111,515,956.94 193,551,964.04

The Company and subsidiaries entered into the finance lease agreements for purchase machinery and equipment for rent and vehicles, payable monthly in the amount of Baht 5.77 million and Baht 10.10 million, respectively. As at December 31, 2010, the current portion of liabilities under the finance leases in the amount of Baht 138.86 million (year 2009: Baht 154.58 million) for the consolidated financial statements and Baht 58.68 million (year 2009: Baht 66.48 million) for the separate financial statements was presented under current portion. The Company’s director mortgaged personal land including construction as collateral for liabilities. The partial of liabilities under finance leases are also personally fully guaranteed by the Company’s director and its subsidiary’s directors (see Note 5). During the year 2010, the Company entered into a sale and leaseback agreement for machinery (Crane) with a company. The Company had cash received from the finance lease agreement in the amount of Baht 29.65 million (year 2009: Baht 39.31 million) and committed to pay the rental fee each month under the agreement totalling 48 months which in the total amount of Baht 35.47 million (year 2009: Baht 47.03 million). However, the Company did not recognize gain / loss from the sale and leaseback agreement. During the year 2010, the Company sold machinery and equipment for rent to the subsidiaries by entering into the finance lease agreements. The Company had cash received from the lease agreements in the amount of Baht 65.21 million.

98


20. LIABILITY UNDER REPURCHASE AGREEMENT Liability under repurchase agreement as at December 31, 2010 and 2009 consisted of: (Unit: Baht) Consolidated financial statements 2010 60,110,913.64 23,649,115.62 83,760,029.26

Liability under repurchase agreement Provision from litigation Total

2009 60,110,913.64 17,638,024.25 77,748,937.89

On December 16, 1996, The Crane Service Company Limited (“subsidiary”) sold assets to a customer by finance lease through a Leasing Company; on condition that subsidiary had joint responsibility to repurchase assets if the customer did not perform according to the agreement. On October 8, 2001, the subsidiary entered into a debt confirmation letter with a Leasing Company because the subsidiary’s customer did not perform according to the agreements in the amount of Baht 73.62 million. A debt confirmation letter indicated that the Subsidiary had to pay principal and interest which the first repayment started on October 2001. The liabilities were also fully guaranteed by the subsidiary’s directors. From the above details, the subsidiary recorded the lessee to accounts receivable from repurchase agreement that were presented under current assets in the amount of Baht 45.82 million (see Note 10) according to the amount to be repaid by the subsidiary. The subsidiary had reclaimed the debt in the amount of Baht 68.20 million. In the year 2001, the leasing company was in litigation with the lessee and in the year 2003, the court of first instance held the lessee, the subsidiary and director to join responsibility for payment to the leasing company in the amount of Baht 5.96 million with interest charged at 7.5 percent per annum since the litigation date until fully paid. On October 24, 2006, the subsidiary entered into an additional amendment of debt confirmation letter that the conditions of repayment were amended from additional amendment of debt confirmation letter dated September 24, 2005 as follows: 1. The subsidiary had outstanding debt before preparing the memorandum in the amount of Baht 2.20 million, so the installment of debt was taken into the new principal of debt as indicated in this memorandum. 2. The subsidiary has to pay the principal by installment started from October 2006 to October 2011 as the indicated amount of the payment schedule enclosed with the contract with interest charged at 10 percent per annum. The Subsidiary had paid post dated cheque as collateral in the amount of Baht 60.03 million.

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During the year 2007, the Appeal Court judged lessee company and subsidiary including director together to undertake repayment to leasing company in the amount of Baht 5.40 million including interest at the rate of 10% per annum from June 21, 2006 until the date the claim was filed and at the rate of 7.5% per annum starting from the date the claim was filed until complete repayment. The subsidiary has not repaid the principal and interest as per the agreement. The subsidiary litigated with the creditor relating to alleged overstated debt on April 18, 2007. However, the subsidiary has still recorded accrued interest expense at the rate determined in the agreement. The subsidiary does not use the default interest rate because a legal consultant expressed his opinion that the subsidiary has a chance to win the case. Therefore, the subsidiary reclassified such liability to current liability. On July 14, 2009, Civil Court judged the Subsidiary to pay the debt in the amount of Baht 60.11 million including the damage fine 10% per annum since January 25, 2007 until complete repayment. The Subsidiary filed a suit to Appeal Court on October 14, 2009. At present, the Subsidiary is in the process to suspend the execution. However, the Subsidiary has already recorded the provision of the damage fine at the Civil Court judged in the amount of Baht 23.65 million (see Note 32). 21. SHARE PREMIUM Section 51 of the Public Limited Companies Act B.E. 2535 requires companies to set aside share subscriptions received in excess of the par value of the shares issued to a reserve account (“share premium”). Share premium is not available for dividend distribution. 22. LEGAL RESERVE According to the Public Limited Companies Act B.E. 2535, the Company is required to set aside a statutory reserve at least 5 percent of its net profit after deducting accumulated deficit brought forward (if any) until the reserve reaches 10 percent of the registered share capital. The statutory reserve could not be used for dividend payment. 23. DIVIDENED PAYMENT AND LEGAL RESERVE The Company At the Ordinary General Meeting of Shareholders held on April 30, 2009, a resolution was passed authorizing a dividend payment at the rate of Baht 0.05 per share, totaling Baht 22.50 million. Subsidiaries At the Board of Directors’ Meeting of The Crane Rayong Company Limited held on December 17, 2010, a resolution was passed authorizing the interim dividend payment at the rate of Baht 40 per share, totaling Baht 10 million.

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At the Board of Directors’ Meeting of The Crane Heavy Lift Company Limited held on December 16, 2010, a resolution was passed authorizing the interim dividend payment at the rate of Baht 8 per share, totaling Baht 20 million and approved an additional appropriated legal reserve of Baht 1 million. At the Board of Directors’ Meeting of The Crane Service Company Limited held on December 16, 2010, a resolution was passed authorizing the interim dividend payment at the rate of Baht 250 per share, totaling Baht 25 million and approved an additional appropriated legal reserve of Baht 1.25 million. At the Ordinary General Meeting of Shareholders of The Crane Service Company Limited held on April 28, 2009, a resolution was passed authorizing a dividend payment at the rate of Baht 150 per share, totaling Baht 15 million and approved an additional appropriated legal reserve of Baht 0.82 million. 24. OTHER INCOME Other income for each of the years ended December 31, 2010 and 2009 consisted of: (Unit: Baht)

Revenue from other service Revenue from rental Interest income Gain on foreign exchange Reversal of doubtful accounts Gain on sale of assets Reversal of loss from obsolete stock Others Total

Consolidated financial statements 2010 2009 4,350.00 12,403.74 3,462,747.35 5,111,657.94 399,623.63 1,199,706.99 1,557,145.49 14,958,919.28 6,894,726.99 862,088.05 2,609,533.88 6,444,919.11 3,900,012.72 4,072,847.13 4,209,414.55 23,698,447.75 32,001,649.10

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Separate financial statements 2010 2009 16,867,006.70 16,826,162.90 1,842,347.35 1,748,400.00 238,136.05 627,735.20 1,557,145.49 14,701,811.93 306,163.51 6,444,919.11 3,900,012.72 621,663.48 1,010,013.73 27,571,218.18 39,120,299.99


25. EXPENSES BY NATURE Significant expenses by nature for each of the years ended December 31, 2010 and 2009 consisted of: (Unit: Baht)

Supplies used Employee expenses Utility expenses Fuel expenses Rental and transportation expenses Other rental and service expenses Insurance expenses Maintenance expenses Depreciation Security expenses Sale promotion expenses Transferred and register expenses Professional fees Traveling expenses Directors’ remuneration Doubtful accounts Loss from impairment of assets and written-off assets Provision

Consolidated financial statements 2010 2009 19,795,458.65 16,826,421.65 117,672,852.08 119,135,028.01 5,286,370.50 5,468,910.80 25,093,896.17 16,823,451.33 22,507,481.46 11,188,027.68 3,022,978.47 3,108,255.34 6,107,351.47 7,594,730.11 18,271,225.85 19,464,956.26 119,287,294.36 208,897,404.93 4,321,538.54 4,561,566.35 8,441,898.78 3,310,554.45 1,888,033.38 1,557,059.46 3,775,769.99 1,304,745.56 2,864,261.91 1,646,668.61 2,991,000.00 2,792,000.00 17,461,776.37 2,517,160.89 6,011,091.37

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8,964,270.35 10,826,341.36

Separate financial statements 2010 2009 19,859,944.25 16,826,421.65 47,641,083.28 51,717,036.73 1,838,604.82 1,874,988.98 1,443,404.95 1,301,897.79 929,414.61 799,806.31 1,061,157.20 1,081,029.21 1,655,058.64 2,196,320.68 1,537,113.35 2,268,498.62 52,510,586.42 73,137,471.36 1,425,471.80 1,439,842.40 1,026,648.00 1,414,687.00 506,128.41 558,481.50 1,975,512.00 1,581,436.00 1,522,794.12 811,321.09 2,991,000.00 2,792,000.00 2,516,045.10 -

4,626,685.75 320,644.74


26. FINANCE COSTS Finance costs for each of the years ended December 31, 2010 and 2009 consisted of: (Unit: Baht)

Interest expenses Interest capitalised Net

Consolidated financial statements 2010 2009 56,621,030.27 62,855,170.75 (556,992.35) (84,348.26) 56,064,037.92 62,770,822.49

Separate financial statements 2010 2009 34,976,035.50 41,212,663.35 (556,992.35) (84,348.26) 34,419,043.15 41,128,315.09

27. INCOME TAX EXPENSE The Company and subsidiaries did not have any income tax payable for each of the years ended December 31, 2010 and 2009 because the Company and subsidiaries has profit (loss) before income tax after adding back reserve and expenses that are not allowed to hold as an expense in calculating income tax and less of income exempt included as income. As at December 31, 2010, the Company and subsidiaries has utilized loss carry forward from previous years as tax benefit in the amount of Baht 51.85 million in the separate financial statements and Baht 350.25 million (year 2009: Baht 305.80 million) in the consolidated financial statements, which caused the Company and subsidiaries had taxable loss. Income tax reduction Royal Decree No. 475 B.E. 2551 dated July 29, 2008 grants companies listed on the Market for Alternative Investment on or before enactment a reduction in the corporate income tax rate from 30% to 20% for taxable profit not exceeding Baht 20 million for the three consecutive accounting periods beginning on or after January 1, 2008. 28. PROVIDENT FUND The Company and its employees jointly registered a provident fund scheme under the Provident Fund Act B.E. 2530. The fund is contributed to by both the employees and the Company. The fund is managed by CIMB-Principal Asset Management Company Limited (formerly: BT Asset Management Company Limited) and will be paid to the employees upon termination in accordance with the rules of the fund. During the year 2010, Baht 869,201.37 (year 2009: Baht 936,007.63) has been contributed to the fund by the Company.

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29. COMMITMENTS AND CONTINGENT LIABILITIES As at December 31, 2010, the Company and its subsidiaries had commitments and contingent liabilities as follows: The Company 29.1 Commitments for payment under agreement as follow: 29.1.1 Commitment for payment under the security service agreement in the amount of Baht 0.12 million per month. 29.1.2 Commitment for payment under the land lease agreement in the amount of Baht 0.08 million per month. 29.1.3 Commitment from legal advisory agreement in the amount of Baht 0.03 million per month. 29.1.4 Commitment from construction office building agreement in the amount of Baht 0.44 million. 29.1.5 Commitment for payment under the software system service agreement in the amount of Baht 0.02 million per month. 29.2 The letter of guarantee issued by the bank for guarantee in the amount of Baht 0.23 million (see Note 11). 29.3 Undue L/C in the amount of USD 2.22 million. 29.4 Contingent liabilities as follow: 29.4.1 Contingent liabilities on co-guarantee for liabilities under finance leases of subsidiaries at book value in the amount of Baht 179.89 million (see Note 5). 29.4.2 Contingent liabilities from lease back agreement together with subsidiaries at book value in the amount of Baht 8.52 million. Subsidiaries 29.5 Commitments for payment under agreement as follow: 29.5.1 Commitment for payment under the land lease agreement to the director of the Company in the amount of Baht 0.05 million per month (see Note 13). 29.5.2 Commitment for payment under the land and building lease agreement with a related company in the amount of Baht 0.15 million per month (see Note 13). 29.5.3 Commitment for payment under the management agreement with the Company in the amount of Baht 1.25 million per month.

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29.5.4 Commitment for payment under the security and cleaning service agreement with a company in the amount of Baht 0.25 million per month. 29.5.5 Commitment from labor of construction office building in the amount of Baht 1.12 million. 29.6 The letter of guarantee issued by the bank for guarantee the subsidiaries in the amount of Baht 0.51 million (see Note 11). 29.7 Contingent liabilities as follow: 29.7.1 Contingent liability on co-guarantee for liabilities under finance leases with the Company at book value in the amount of Baht 85.49 million (see Note 5). 29.7.2 Contingent liability on co-guarantee for liabilities under finance leases with the Subsidiaries at book value in the amount of Baht 19.52 million (see Note 5). 29.7.3 The Crane Service Company Limited is litigating a suit brought against it involving compensation of breach debt confirmation agreement in the amount of Baht 66.54 million and compensation from cheque default of Baht 0.96 million (see Note 32). 29.7.4 The Crane Heavy Lift Company Limited is litigating a suit brought against it for a claim of Baht 14.92 million (see Note 32).

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30. BUSINESS SEGMENT INFORMATION The Company and subsidiaries operate the business primarily related to sales and services of cranes, forklifts, trailers and trucks. Based on the types of activities, the operating income for each of the years ended December 31, 2010 and 2009 were classified as follows: For the year ended December 31, 2010

Revenue Cost Gross profit Other income Profit before expenses Selling and service expenses Administrative expenses Management compensation Total expenses Profit before finance costs Finance costs Net profit

Sales 427,006 (325,298) 101,708

As at December 31, 2010 Property, plant and equipment - net

Service 539,831 (443,832) 95,999

(Unit: Thousands Baht) Eliminate Total (365,312) 601,525 372,273 (396,857) 6,961 204,668 23,698 228,366 (24,192) (64,049) (26,225) (114,466) 113,900 (56,064) 57,836 1,487,276

Total assets

1,748,019

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For the year ended December 31, 2009

Revenue Cost Gross profit Other income Profit before expenses Selling and service expenses Administrative expenses Management compensation Total expenses Loss before finance costs Finance costs Net loss

Sales 341,929 (236,524) 105,405

As at December 31, 2009 Property, plant and equipment - net

Service 518,721 (517,669) 1,052

(Unit: Thousands Baht) Eliminate Total (388,354) 472,296 363,371 (390,822) (24,983) 81,474 32,001 113,475 (19,145) (94,245) (30,908) (144,298) (30,823) (62,771) (93,594) 1,602,960

Total assets

1,791,511

31. FINANCIAL INSTRUMENTS 31.1 Accounting policies The details of significant accounting policies and methods used for classification of financial assets and financial liabilities including valuation, basis of recognition of income and expenses are disclosed in Note 3. 31.2 Financial risk management policies The Company is exposed to fluctuations in interest rates and foreign exchange rates in the market and the risks from default of the agreements by counterparties. The Company had risk management polices as follows: 31.2.1 Interest rate risk Interest rate risk is the fluctuation of the market interest rate in the future that will affect the Company’s operations and cash flows. The Company has interest rate risk from cash and deposits at banks, bank overdrafts and loans from banks because the interest rate of the financial assets and financial liabilities fluctuate based on the market rate. In addition, the Company has not engaged in any hedging contracts related to interest rates. 107


31.2.2 Foreign currency risk The Company’s exchange rate risk primarily involves the purchases and sales of goods in foreign currencies. As at December 31, 2010 and 2009, the Company had assets and liabilities in foreign currencies as follows:

2010 Currencies YEN (Japan) US Dollars

Assets -

Liabilities 4.13 2.22

(Unit: Millions) 2009 Assets Liabilities 66.64 -

31.2.3 Credit risk – trade accounts receivable The Company has a policy to hedge credit risk from trade accounts receivable by forming a conservative credit policy and by determining the receipt from the sales of goods and service. Therefore, the Company expects that the loss from the collection of those trade accounts receivable should not exceed the allowance for doubtful accounts. 31.2.4 Fair value Most of the financial assets are trade accounts receivable which are short-term credit and financial liabilities. Most of the financial liabilities are trade accounts payable and bank overdrafts and loans from banks with interest rates close to the market rate. The carrying amount of the financial assets and financial liabilities are not significantly different from their fair value. 32. LITIGATION The Company 32.1 The Company and The Crane Rayong Company Limted, The Crane Lamechabang Company Limited and The Crane Heavy Lift Company Limted (“the Group”) are litigation a suit brought against it involving compensation of breach debt confirmation agreement in co-defendant in the amount of Baht 66.54 million. Because of the Group ratified the actions of The Crane Service Company Limited sold assets to a customer by finance leases through a Leasing Company; on condition that The Crane Service Company Limited had joint responsibility to repurchase assets if the customer did not perform according to the agreement. Civil Court judged The Crane Service Company Limited and the Group to pay the debt including the damage fine. The Crane Service Company Limited filed a suit to Appeal Court which is in the process to suspend the execution. However, The Crane Service Company Limited has already recorded all provision of the damage fine in “Provision” (see Note 20). However, the management of the Group agreed that if the Group is affected

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from above litigation, The Crane Service Company Limited will be responsible for these effects. In addition, the management evaluated that The Crane Service Company Limited is able to absorb these effects. Subsidiaries 32.2 The Crane Heavy Lift Company Limited (“subsidiary”) received notice from the Department of Legal Execution (dated November 10, 2005) informing it of the cancellation of an agreement and to let the subsidiary pay rent to the official receiver of Mr. Suchin Sittirarat (landlord). The notice stated that the subsidiary has rented the land with title deed no.39562 in Patumthani and that the subsidiary did not paid rent since February 1, 2002 until now (September 30, 2005). The total is 44 installments, so this agreement was terminated pursuant to clause 12 of the contract. The official receiver informed the subsidiary of the agreement cancellation and that the subsidiary has to return the land by removing everything including people off the land and to make rest of the payment of Baht 13.60 million to the official receiver. Subsequently, on November 25, 2005 the subsidiary denied the debt to the official receiver stating that the subsidiary never had a land rental agreement with Mr. Suchin Sittirarat, contrary to what the official receiver notice alleges, as the subsidiary has an agreement with a subsidiary’s director (see Notes 13 and 29). The Subsidiary has recorded the above accrued rental expenses are divided into 2 as follow: 1. The Subsidiary has recorded the accrued rental expenses is monthly following the agreement with a subsidiary’s director (see Note 29). As at December 31, 2010 the subsidiary had the accrued rental expenses in the amount of Baht 5.35 million, the subsidiary’s director does not accept until the lawsuit is finished. In case the subsidiary has any damage, the subsidiary’s director is willing to deny receiving rent from subsidiary. 2. The Subsidiary hired UK Valuation and Agency Company Limited as an independent appraiser to appraise such monthly rental fee for the land, which the subsidiary will set up an allowance for additional damage on a monthly basis following the monthly market rental fee which was appraised by the independent appraiser. As at December 31, 2010 the subsidiary had set up an allowance for damage in the amount of Baht 8.80 million. As at December 31, 2010 the subsidiary has recorded the accrued rental expenses totaling in the amount of Baht 14.15 million. However, if the subsidiary loses more than such provision, the subsidiary’s director will be responsible for the total in excess. 32.3 As at December 31, 2010 The Crane Heavy Lift Company Limited (“subsidiary”) is litigating a suit brought against it for a claim of Baht 1.32 million. Civil Court judged the Subsidiary to pay the debt and Appeal Court judged to dismiss the plaintiff’s plaint. The case is pending decision in the Supreme Court. However, the subsidiary is expected to not accept any damage from above litigation.

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32.4 As at December 31, 2010 The Crane Service Company Limited (“subsidiary”) is litigation a suit brought against it involving compensation of breach debt confirmation agreement in the amount of Baht 66.54 million and a litigation suit brought against it involving compensation from cheque default of Baht 0.96 million. The subsidiary filed a suit against a creditor relating to overstated debt (see Note 20). 33. APPROVAL OF THE FINANCIAL STATEMENTS These financial statements were authorised for issue by the Company’s Board of Directors on February 24, 2011.

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CRANE : Annual Report 2010