IFEC : Annual Report 2014 by IFEC

ifec

CONTENT Inter Far East Engineering Public Company Limited

Page

3 4 10 14 20 22 28 37 38 42 43 53 66 67 69 70 75

สารบัญ Message of the Chairman Board of the Directors and Executives General information and ofther information Key Financial Information Report of Audit Committee Policy and Business Industry Nature of Business Risk Factors Securities and Sharholders Information Dividend Policy Management Structure Corporate Governance Corporate Social Responsibility Report Internal Control and Risk Management Interaction Management Discussion and Analysis: MD&A Financial Statements and Notes of Financial Statements

Vision & Mission

Vision

To be the leader in producing electricity from renewable energy to cover and access all areas for social integration and sustainable environment

Business Goals

Annual Report 2014

Mission

1. To manage the application of all renewable energy for maximum result while maintaining quality of the environment and society. 2. To develop the capacity in generating the electricity to cover and access all areas using technology creatively 3. To create jobs with good earning for the local people and build up their feeling of attachment to their homeland

Growing steadily and sustainably to maintain the interests of shareholders. Having good corporate governance (CG). Being responsible toward social, communities and protect the environment (Corporate Social Responsibility: CSR). Creating value for society and develop it to be a learning organization as well as develop knowledge and skills of the employees. Providing a better understanding of renewable energy to society as well as having a strong commitment to cooperate with the society against corruption of all forms. Page 2

Message of the Chairman

Dear Shareholders

2014 was another year of big changes for the Company

since it decided to sell the original business which was the business of multi-function digital copiers under the brand "Konica Minolta" for the Konica Minolta Business Solution (Thailand) Co., Ltd., a company that holds directly since early July 2014. Now, under the new business dealing with renewable energy, the Company is dedicated to conduct such business fully. The new management has studied and is experienced in pioneering the production of electricity from renewable energy for a long time. The company has invested in renewable energy all along, whether it is solar energy, biomass energy and other energy. Moreover, in the near future, the Company also plans to produce electricity from waste, wind power, hydropower and other renewable energy consistently with confidence to do the business professionally. The Company has invested in such a leap since the end of 2013, and tends to enhance the production capacity continuously and consistently. IFEC is a company that has dominant position in the renewable energy business with continuous growth. IFEC also has clear plans to invest in both domestic and international as published to shareholders, investors, analysts and the general public on a regular basis.

Annual Report 2014

Even though the Company has expanded rapidly in the renewable energy business, the Company's management, including employees realize that we need to proceed with caution at all times with professionalism as well as to be a listed company with good corporate governance that promotes and resists corruption in all its forms. We are also a listed company that operates within the framework the Securities and Exchange Commission, Stock Exchange of Thailand as well as conducting business with environmental concerns to society and the community. I would like to thank everyone for the support to the Company throughout the years whether the shareholders, the Board, the advisors, partners, management and all employees. Finally, I and the team is committed to dedication and hard work with the knowledge and experience at full capacity in order to move forward withrenewable energy business and look forward to receiving great support from all of you constantly and consistently.

Very truly yours, ( Mr.Wichai Thavornwattanayong ) President Page 3

Board of Directors, the Audit Committee, the Nomination and Remuneration Committee.

Mr. Wichai Thavornwattanayong • Chairman • Executive Chairman

Mr. Sitthichai Pornsapanan • Vice Chairman • Executive Vice Chairman • Chief Executive Officer • Nomination and Remuneration Director

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Annual Report 2014

Mr. Abhichart Arbhabhirama • Director • Independent Director • Chairman of the Audit Committee • Chairman of the Nomination and Remuneration Committee

Mr. Visit Ongpipattanakul • Director • Independent Director • Audit Committee

Mr. Chayot vitayanonektavee • Director • Independent Director • Audit Committee • Nomination and Remuneration Committee

Board of Directors, the Audit Committee, the Nomination and Remuneration Committee.

Annual Report 2014

Mr. Champ Srichokchai • Director • Executive Director

Mr. Supanan Rittipairoj • Director • Executive Director • Executive Vice President, Business Development and Asset Management

Mr. Thanawat Chansuwan • Director • Executive Director • Vice President of Administration • Company Secretary

Mr. Banjong Ornchunka • Director

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Executive Directors

Annual Report 2014

Mr. Wichai Thavornwattanayong • Chairman • Executive Chairman

Mr. Champ Srichokchai • Director • Executive Director

Mr. Sitthichai Pornsapanan • Vice Chairman • Executive Vice Chairman • Chief Executive Officer • Nomination and Remuneration Director

Mr. Thanawat Chansuwan • Director • Executive Director • Vice President of Administration • Company Secretary

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Mr. Supanan Rittipairoj • Director • Executive Director • Executive Vice President, Business Development and Asset Management

Mrs. Dharini Wattanadhirach • Executive Director • Deputy Chief Executive Officer Accounting and Finance

Board of Directors and Executives 1. Mr. Wichai Thavornwattanayong Age 50 years Chairman / Chief Executive Director Education Cardiovascular Physicians, School of Medicine Ramathibodi Hospital General Physician Doctor of Medicine, School of Medicine Ramathibodi Hospital Training Thai Institute of Directors (IOD): • Director Certification Program (DCP) Class 179/2013 • Successful Formulation Execution of Strategy (SFE) Class 21/2014 • Financial Statements for Directors (FSD) Class 25/2014 • Role of the Chairman Program (RCP) Class 34/2014 Shareholding in the company (%) : 6.712% Family relation with the executive : -NoneWork experience in the last 5 years 2015-Present Director, Wang Karn Ka Rung Roj Co., Ltd. Director, True Energy Power Lopburi Co., Ltd. Director, C R Solar Co., Ltd. 2014-Present Director, J.P. Solar Power Co., Ltd. Director, Sun Park Co., Ltd. Director, Sun Park 2 Co., Ltd. Director, IFEC (Cambodia) Co., Ltd. Director, V.O. Net Biodiesel Asia Co., Ltd. Director, Green Growth Co., Ltd. Director, Scan Inter Far East Energy Co., Ltd. Director, IS Energy Co., Ltd. 2013-Present Chairman /President, Inter Far East Engineering Public Company Limited Director/Chairman, Inter Far East Energy Co., Ltd. Director, Green Energy Technology In (Thailand) Co., Ltd. Director, Clean City Co., Ltd. 2006-Present Cardiologists, Rama 9 Hospital Directorship in other listed companies : -NoneDirectorship in other companies : -NoneDirectorship in the subsidiaries : 14 companies

Annual Report 2014 2. Mr. Sitthichai Pornsapanan Age 42 years Vice President/Executive Vice President/Member of the Nomination and Remuneration Committee/Chief Executive Officer Education Master Degree in Finance, Business Administration, Dhurakij Pundit University Bachelor Degree in Finance, Dhurakij Pundit University Training Thai Institute of Directors (IOD): • Director Certification Program (DCP) Class 179/2013 • Successful Formulation Execution of Strategy (SFE) Class 21/2014 Shareholding in the company (%) : -NoneHeld by Mrs. Kanokwan Pornsapanant: 3.308% (Spouse) Family relation with the executive : -NoneWork experience in the last 5 years 2015-Present Director, Wang Karn Ka Rung Roj Co., Ltd. Director, True Energy Power Lopburi Co., Ltd. Director, CR Solar Co., Ltd. 2014-Present Director, J.P. Solar Power Co., Ltd. Director, Sun Park Co., Ltd. Director, Sun Park 2 Co., Ltd. Director, V.O. Net Biodiesel Asia Co., Ltd. Director, Green Growth Co., Ltd. Director, Scan Inter Far East Energy Co., Ltd. Director, ISEnergy Co., Ltd. 2013-Present Vice President/Executive Vice President/ Member of the Nomination and Remuneration Committee/Chief Executive Officer, Inter Far East Engineering Public Company Limited Director /Managing Director, Inter Far East Energy Co., Ltd. Director, Green Energy Technology In (Thailand) Co., Ltd. Director, Clean City Co., Ltd. Directorship in other listed companies : -NoneDirectorship in other companies : -NoneDirectorship in the subsidiaries : 13 companies

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Board of Directors and Executives

Annual Report 2014

3. Mr. Abhichart Arbhabhirama Age 69 years Director/ Independent Director/Chairman of Audit Committee/ Chairman of the Nomination and Remuneration Committee. Education Bar, the Legal Training of Bar Association Bachelor of Laws Thammasat University Training Thai Institute of Directors (IOD) : -NoneShareholding in the company (%) : -NoneFamily relation with the executive : -NoneWork experience in the last 5 years 2013-Present Director/ Chairman of Audit Committee / Independent Director / Chairman of the Nomination and Remuneration Committee, Inter Far East Engineering Public Company Limited 2004-Present Independent Director /Audit Committee, Trinity Watthana Company Limited 2005-Present Independent Director / Chairman of the Audit, Trinity Securities Co., Ltd. 2000-Present Independent Director, Trinity Polaris Futures Co., Ltd. Directorship in other listed companies : 2 companies Directorship in other companies : 1 company Directorship in the subsidiaries : -None-

5. Mr. Chyot Witthayanonekthawi Age 41 years Director/Independent Director/Audit Committee/ Nomination and Remuneration Committee Education Master of Accounting and Finance. University of London, England Master of International Management. University of Reading, England Bachelor of Engineering. Chulalongkorn University Training Thai Institute of Directors (IOD): • Director Accreditation Program (DAP) Class 116/2009 Shareholding in the company (%) : -NoneFamily relation with the executive : -NoneWork experience in the last 5 years 2014-Present Director/Audit Committee/Independent Director / Nomination and Remuneration Committee, Inter Far East Engineering Public Company Limited 2009-Present Managing Director, Kronos Advisory Co., Ltd. 2002-2009 Director, Imprimis Co., Ltd. Directorship in other listed companies : -NoneDirectorship in other companies : 1 company Directorship in the subsidiaries : -None-

4. Mr. Visit Ongpipattanakul Age 51 years Director/Independent Director /Audit Committee Education Doctor of Business Administration (DBA) of Asian Institute of Technology (AIT) MBA from the University of Florida, United States Master of Arts - Business laws, Chulalongkorn University Training Thai Institute of Directors (IOD): • Director Accreditation Program (DAP) Class 26/2004 • Director Certification Program (DCP) Class 185/2014 • Advanced Audit Committee Program (AACP) Class 15/2014 Shareholding in the company (%) : -NoneFamily relation with the executive : -NoneWork experience in the last 5 years 2013-Present Director/Audit Committee/Independent Director, Inter Far East Engineering Public Company Limited 2011-Present Director, Trinity Watthana Company Limited 2010-Present Director/Managing Director, Trinity Securities Co., Ltd. 2008-2010 Executive Director, TISCO Securities Co., Ltd. Directorship in other listed companies : 2 companies Directorship in other companies : -NoneDirectorship in the subsidiaries : -None-

6. Mr. Champ Srichokchai Age 40 years Director/Executive Director Education Bachelor of Science Major Physics Energy. Naresuan University Training Thai Institute of Directors (IOD) : • Director Certification Program (DCP) Class 198/2014 Shareholding in the company (% ) : 0.73% Family relation with the executive : -NoneWork experience in the last 5 years 2014-Present Director,/Executive Director Inter Far East Engineering Public Company Limited 2013-Present Director, Euro Pellet Co., Ltd. 2010-Present Director, REEC Energy Co., Ltd. 2008-Present Director, C G Munich Power Co., Ltd. 2005-Present Director, C POWER SYNERGY Co., LTD. 2014-Present Director, Bio Energy and Pellet (Thailand) Co., Ltd. 2014-Present Director, Pellet International Co., Ltd. 2014-Present Director, Jasmine Investment Japan K K Co., Ltd. 2014-Present Director, Jasmine Investment Co., Ltd. 2014-Present Director, Jasmine Green Power Holding Co., Ltd. Directorship in other listed companies : -NoneDirectorship in other companies : 9 companies Directorship in the subsidiaries : -None-

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Board of Directors and Executives 7. Mr. Thanawat Chansuwan Age 55 years Director/Executive Director/ Vice President of Administration/ Company Secretary Education Master of Business Administration in Finance. Dhurakij Pundit University. Bachelor of Business Administration in Finance and Banking. Ramkhamhaeng University Training Thai Institute of Directors (IOD) : • Company Secretary Program (CSP) Class 59/2014 Shareholding in the company (%) : 0.04% Family relation with the executive : -NoneExperience in the last 5 years 2014-Present Director/Executive Director/ Administration Officer/ Company Secretary Inter Far East Engineering Public Company Limited Director, IFEC (Cambodia) Co., Ltd. 2013-Present Executive Vice President, General Administration, Inter Far East Energy Co.,Ltd. 2003-2013 Private business. Property development. Directorship in other listed companies : -NoneDirectorship in other companies : -NoneDirectorship in the subsidiaries : 2 companies

8. Mr. Supanan Rittipairoj Age 57 years Director/Executive Director/Executive Vice President, Business Development and Asset Management Education Master of Business Administration (2nd Class Honors), Dhurakij Pundit University BA in Engineering (Engineering), Prince of Songkla University Training Thai Institute of Directors (IOD) : • Director Certification Program (DCP) Class 197/2014 Shareholding in the company (%) : 0.54% Family relation with the executive : -NoneWork experience in the last 5 years 2014-Present Director/Executive Director/ Executive Vice President, Business Development and Asset Management, Inter Far East Engineering Public Company Limited Director, IFEC (Cambodia) Co., Ltd. 2013-Present Executive Vice President, Business Development and Asset Management, Inter Far East Energy Co., Ltd. 2005-2013 Executive Director, Vice President of Power Plant Operation, D and J Clean Energy System Co., Ltd., Directorship in other listed companies : -NoneDirectorship in other companies : -NoneDirectorship in the subsidiaries : 2 Companies

Annual Report 2014 9. Mr. Banjong Ornchunka Age 48 years Director Education Master of Industrial Education/Electrical Communication Engineering, Institute of Technology Chaokhuntaharn Lat Krabang, Bangkok Bachelor of Industrial Education/Electrical Communication Engineering, Institute of Technology Chaokhuntaharn Lat Krabang, Bangkok Training Thai Institute of Directors (IOD) : -NoneShareholding in the company (%) : -NoneFamily relation with the executive : -NoneWork experience in the last 5 years 2014-Present Director, Inter Far East Engineering Public Company Limited 2004-Present Director, Advance Corporation Co., Ltd. 2000-Present Director, Pop System and Service Co., Ltd. 1999-Present Director, Siam Integration System Co., Ltd. 2003-2553 Director, I-net Tes Thailand Co., Ltd. Directorship in other listed companies: -NoneDirectorship in other companies : 3 companies Directorship in the subsidiaries : -None-

10. Mrs. Dharini Wattanadhirach Age 54 years Executive Director/Deputy Chief Executive OfficerAccounting and Finance Education Master of Business Administration, Major Financial Management, Dhurakij Pundit University Bachelor of Accountancy, Thammasat University. Training Thai Institute of Directors (IOD) : • Director Certification Program (DCP) Class 52/2004 Shareholding in the company (%) : -NoneFamily relation with the executive : -NoneWork experience in the last 5 years 2014-Present Executive Director/ Deputy Chief Executive OfficerAccounting and Finance, Inter Far East Engineering Public Company Limited Assistant Managing Director Accounting-Finance, Inter Far East Energy Co., Ltd. 2012-2013 Accounting Manager, Auto Interior Products Co., Ltd. and Eastern P.U 2009-2012 Finance Manager, FraserSuite Urbana Sathorn and FraserPlace Urbana Langsuan, Urbana Estate Co., Ltd. Directorship in other listed companies : -NoneDirectorship in other companies : -NoneDirectorship in the subsidiaries : -None-

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General information and ofther important information

General Corporate Information Name : Code : Company Registration No. : Nature of Business : Head Office : Tel : Fax : Website : Registered Capital : Paid up Capital : Par value per share :

INTER FAR EAST ENGINEERING PUBLIC COMPANY LIMITED IFEC 0107537001561 Since July 1, 2014, the Company has dissolved its business on distribution and rental of multi-function digital copiers and maintained its principal business that is investment in the subsidiaries for production and distribution of electricity from renewable energy as well as waste management businesses. 33/4, The Nine Tower, 29 th Floor, Rama IX Road., Huai Khwang Sub-district, Huai Khwang District, Bangkok 10310 0-2168-1378-86 0-2168-1387 www.ifec.co.th 1,990,090,044 Baht (One billion ninety nine hundred thousand and ninety thousand forty four Baht Only) 1,736,614,503 Baht (One billion seven hundred thirty six thousand and six hundred fourteen thousand five hundred and three Baht Only) 1 Baht (One Baht Only)

Entities information which the Company holds 10% or more of the total issued shares â&#x20AC;˘ Name : Company Registration No. : Office Location :

Inter Far East Energy Company Limited (IFEE) 0105556093805 33/4, The Nine Tower, 29 th Floor, Rama IX Road., Huai Khwang Sub-district, Huai Khwang District, Bangkok 10310 Nature of Business : Investment in the production and distribution of electricity from renewable energy as well as waste management businesses Tel : 0-2168-1378-86 Fax : 0-2168-1387 Registered Capital (Baht) : 350,000,000 Baht (Three Hundred Fifty Million Baht) Number of issued shares (shares) : 35,000,000 Shares (Thirty Five Million Shares) Par value per share (Baht) : 10 Baht (Ten Baht) Number of shares : 34,999,997 Shares (Thirty Four Million Nine Hundred Ninety Nine Thousand Nine Hundred Ninety Seven Shares) Percentage of Shareholding (%) : 100 â&#x20AC;˘ Name : Sunpark Co., Ltd. (SP) Company Registration No. : 0135548005382 Office Location : 71, Village No. 13, Hua Na Kham Sub-district, Yang Talat District, Kalasin Province 46120 Nature of Business : Production and distribution of electricity from solar energy. Tel : 043-864-099 Fax : 043-864-099 Registered Capital (Baht) : 30,000,000 Baht (Thirty Million Baht) Number of issued shares (shares ) : 300,000 shares (Three Hundred Thousand Shares) Par value per share (Baht) : 100 Baht (One Hundred Baht) Number of shares : 299,997 shares (Two Hundred Ninety Nine Thousand Nine Hundred Ninety Seven Shares) Percentage of Shareholding (%) : 100

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Annual Report 2014

General information and ofther important information • Name : Company Registration No. : Office Location : Nature of Business : Tel : Fax : Registered Capital (Baht) : Number of issued shares (shares) : Par value per share (Baht) : Number of shares : Percentage of Shareholding (%) : • Name : Company Registration No. : Office Location : Nature of Business : Tel : Fax : Registered Capital (Baht) : Number of issued shares (shares) : Par value per share (Baht) : Number of shares : Percentage of Shareholding (%) : • Name : Company Registration No. : Office Location : Nature of Business : Tel : Fax : Registered Capital (Baht) : Number of issued shares (shares) : Par value per share (Baht) : Number of shares : Percentage of Shareholding (%) : • Name : Company Registration No. : Office Location: Nature of Business : Tel : Fax : Registered Capital (Baht) : Number of issued shares (shares) : Par value per share (Baht) : Number of shares : Percentage of Shareholding (%) : • Name : Company Registration No. : Office Location : Nature of Business : Registered Capital (Baht) : Number of issued shares (shares) : Par value per share (Baht) : Number of shares : Percentage of Shareholding (%) :

Sunpark 2 Co., Ltd. (SP2) 0135555010949 90, Village No. 13, Hua Na Kham Sub-district, Yang Talat District, Kalasin Province 46120 Production and distribution of electricity from solar energy. 043-864-099 043-864-099 42,000,000 Baht (Forty Two Million Baht) 420,000 shares (Four Hundred Twenty Thousand Shares) 100 Baht (One Hundred Baht) 419,996 shares (Four Hundred Nineteen Thousand Nine Ninety Six Shares) 100 V.O. Net Biodiesel Asia Co., Ltd. (VON) 0115548006486 223, Village No. 15, Hua Na Kham Sub-district, Yang Talat District, Kalasin Province 46120 Production and distribution of electricity from solar energy. 043-124-345 043-124-345 20,000,000 Baht (Twenty Million Baht) 200,000 shares (Two Hundred Thousand Shares) 100 Baht (One Hundred Baht) 199,996 shares (One Hundred Ninety Nine Thousand Nine Hundred Ninety Six Shares) 100 Green Growth Co., Ltd. (GG) 0105552129996 538, 10th Fl., Grand Bldg., Ratchadaphisek Rd., Sam Sen Nok Sub-district, Huai Khwang District, Bangkok 10310 Production and distribution of wind power. 0-2975-9934-5 0-2975-993-6 225,000,000 Baht (Two Hundred Twenty Five Million Baht) 2,250,000 Shares (Two Million Two Hundred Fifty Thousand Shares) 100 Baht (One Hundred Baht) 1,799,998 Shares (One Million Seven Hundred Ninety Nine Thousand Nine Hundred Ninety Eight Shares) 80 Scan Inter Far East Energy Co., Ltd. (SFEE) 0125557005471 88/8, Village No. 2, Yang Thon Sub-district, Nong Muang District, Lopburi Province 15170 Production and distribution of electricity from solar energy. 036-431-802 036-431-802 60,000,000 Baht (Sixty Million Baht) 6,000,000 Shares (Six Million Shares) 10 Baht (Ten Baht) 5,999,986 Shares (Five Million Nine Hundred Ninety Nine Thousand Nine Hundred Eighty Six Shares) 100 ISEnergy Co., Ltd. (IS) 0305552002137 169, Village No. 10, Kut Khla-Phan Suek Road, Mu Si Sub-district, Pak Chong District, Nakhon Ratchasima 30130 Production and distribution of electricity from solar energy. 77,700,000 Baht (Seventy Seven Million Seven Hundred Thousand Baht) 777,000 Shares (Seven Hundred Seventy Seven Thousand Shares) 100 Baht (One Hundred Baht) 776,998 Shares (Seven Hundred Seventy Six Thousand Nine Hundred Ninety Eight Shares) 100

Annual Report 2014

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General information and ofther important information • Name: Company Registration No. : Office Location :

•

Annual Report 2014

Green Energy Technology In (Thailand) Co., Ltd. (GE) 0105551098001 28/105, Hua Hin Sub-district, Hua Hin District, Prachuap Khiri Khan Province 77110 Nature of Business : Production and distribution of electricity from solar energy. Registered Capital (Baht) : 43,500,000 Baht (Forty Three Million Five Hundred Thousand Baht) Number of issued shares (shares) : 435,000 Shares (Four Hundred Thirty Five Thousand Shares) Par value per share (Baht) : 100 Baht (One Hundred Baht) Number of shares : 434,998 Shares (Four Hundred Thirty Four Thusand Nine Hundred Ninety Eight Shares) Percentage of Shareholding (%) : 100 Name: J.P. Solar Power Co., Ltd. (JP) Company Registration No. : 0325552000240 Office Location : 222, Village No. 4, Ta Ong Sub-district, Mueang Surin District, Surin Province 32000 Nature of Business : Production and distribution of electricity from solar energy. Tel : 044-558-909 Fax : 044-558-909 Registered Capital (Baht) : 80,000,000 Baht (Eighty Million Baht) Number of issued shares (shares) : 80,000 Shares (Eighty Thousand Shares) Par value per share (Baht) : 1,000 Baht (One Thousand Baht) Number of shares : 79,998 Shares (Seventy Nine Thousand Nine Hundred Ninety Eight Shares) Percentage of Shareholding (%) : 100 Name: IFEC (Cambodia) Co., Ltd. (“IFEC -C”) Company Registration No. : Co, 2477 E/2014 Office Location : 05 c, Borey Chroy basac, Sangkat Prek pra, Khan Meanchey, Phnom Penh, Cambodia Nature of Business : Investment in renewable energy and waste management. Registered Capital (Baht) : USD 1,000,000 (One Million US Dollars) Number of issued shares (shares) : 1,000 Shares (One Thousand Shares) Par value per share (Baht) : USD 1,000 (One Thousand US Dollars) Number of shares : 1,000 Shares (One Thousand Shares) Percentage of Shareholding (%) : 100 Investment made in January and February 2015. Name: Wang Karn Ka Rung Roj Co., Ltd. (WR) Company Registration No. : 0435555000363 Office Location : 154, Village No. 8, Daeng Yai Sub-district, Mueang Khon Kaen District, Khon Kaen Province 40000 Nature of Business : Production and distribution of electricity from solar energy. Te l: 043-306-270 Fax : 043-306-270 Registered Capital (Baht) : 30,000,000 Baht (Thirty Million Baht) Number of issued shares (shares) : 300,000 Shares (Three Hundred Thousand Shares) Par value per share (Baht) : 100 Baht (One Hundred Baht) Number of shares : 299,994 Shares (Two Hundred Ninety Nine Thousand Nine Hundred Ninety Four Shares) Percentage of Shareholding (%) : 100 Name: C R Solar Co., Ltd. (CR) Company Registration No. : 0105555087747 Office Location : 184, Village No. 5, Mae Pa Sub-district, Thoen District, Lampang Province 40000 Nature of Business : Production and distribution of electricity from solar energy. Registered Capital (Baht) : 130,000,000 Baht (One Hundred Thirty Million Baht) Number of issued shares (shares) : 1,300,000 Shares (One Million Three Hundred Thousand Shares) Par value per share (Baht) : 100 Baht (One Hundred Baht) Number of shares : 1,299,995 Shares (One Million Two Hundred Nine Thousand Nine Hundred Ninety Five Shares) Percentage of Shareholding (%) : 100

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General information and ofther important information

Annual Report 2014

Details of entities that IFEE holds more than 10% of the total issued shares. â&#x20AC;˘ Name: Company Registration No.: Nature of Business: Tel: Fax: Office Location:

Clean City Co., Ltd. (CC) 0205551012369 Waste Management 038-345-430 038-345-430 669, Village No. 5, Khao Khan Song Sub-district, Si Racha District, Chon Buri Province 20110 Registered Capital (Baht): 70,000,000 Baht (Seventy Million Baht) Number of issued shares (shares): 700,000 Shares (Seven Hundred Thousand Shares) Par value per share (Baht): 100 Baht (One Hundred Baht) Number of shares: 699,998 Shares (Six Hundred Ninety Nine Thousand Nine Hundred Ninety eight shares) Percentage of Shareholding (%): 100 Investment was made in January 2015.

â&#x20AC;˘ Name: Company Registration No.: Office Location:

True Energy Power Lopburi Co., Ltd. (TEPL) 073552000661 199, Village No. 11, Phattana Nikhom-Wang Muang Road, Nong Bua Sub-district, Phatthana Nikhom District, Lop Buri Province 15140 Nature of Business: Production and distribution of electricity from biomass Tel: 036-494-102-3 Fax: 036-494-102-3 Registered Capital (Baht): 180,000,000 Baht (One Hundred Eighty Million Baht) Number of issued shares (shares): 1,800,000 Shares (One Million Eight Hundred Thousand Shares) Par value per share (Baht): 100 Baht (One Hundred Baht) Number of shares: 1,799,998 Shares (One Million Seven Hundred Ninety Nine Thousand Nine Hundred Ninety Eight Shares) Percentage of Shareholding (%): 100

References: Securities Register:

Certified Public Accountants:

Legal Advisor:

Other information:

Thailand Securities Depository Co., Ltd. The Stock Exchange of Thailand Building 62, Ratchadaphisek Road, Khlong Toei Sub-district, Khlong Toei District, Bangkok 10110, Tel: (66 2) 229 2800 Fax: (66 2) 359 1259 Website: http://www.tsd.co.th (1) Miss Vimolsri Chongudomsombat CPA license number 3899 and/or (2) Miss Kannikar Wiphanurat CPA license number 7305 and/or (3) Mr. Chirote Siriroraote CPA license number 5113 and/or (4) Miss Nongluck Phatanabandit CPA license number 4713 Karin Audit Co., Ltd. 138, Bunmit Building 6th Fl. Room B1 Silom Rd., Suriyawong Sub-district, Bang Rak District, Bangkok 10500 Tel. (662) 634-2484-6 Fax. (662) 634-2668 Website: http://www.karinaudit.co.th Thanathip & Partners Legal Counsellors Limited 17th Floor, Tonson Tower 900, Phloenchit Road, Lumpini, Pathum Wan Bangkok 10330 Tel: 0 2689 4900 Fax: 0 2689 4910 Website: http://www.thanathippartners.com/ -None-

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Key Financial Information Consolidated

Summary report of the auditors for the past 3 years â&#x20AC;˘ Auditor's Report as of December 31, 2014 Auditor: Mr. Chirote Sirirorote CPA license number 5113 Karin Audit Co., Ltd. The opinion of the auditor The financial statements of the Company and subsidiaries reflect the financial status, operation results and cash flows in accordance with generally accepted accounting principles and financial reporting standards. â&#x20AC;˘ Auditor's Report as of December 31, 2013 Auditor: Miss Nongram Laohaareedilok CPA license number 4334 AST Master Co., Ltd. The opinion of the auditor The financial statements of the Company and subsidiaries reflect the financial status, operation results and cash flows in accordance with generally accepted accounting principles and financial reporting standards. â&#x20AC;˘ Auditor's Report as of December 31, 2012 Auditor: Miss Nongram Laohaareedilok CPA license number 4334 AST Master Co., Ltd. The opinion of the auditor The financial statements of the Company reflect the financial status, operation results and cash flows in accordance with financial reporting standards.

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Annual Report 2014

Key Financial Information Statement of Financial Position

Annual Report 2014

INTER FAR EAST ENGINEERING PUBLIC COMPANY LIMITED and Subsidiaries Statement of Financial Position As of December 31, 2014, 2013 and 2012

Unit (Baht)

2014

2013

2012

Current Asset Cash and cash equivalents Trade receivables Other receivables Short-term loans to other companies Inventories Non-current assets held for sale Other Current Assets Total Current Assets

3,156,933,084 11,814,433 386,137,637 15,000,000 5,313,548 145,035,442 36,115,619 3,756,349,762

640,716,903 147,194,121 107,123,863 100,850,031 81,118,400 197,870 1,077,201,188

50,885,229 167,952,350 4,053,318 96,174,755 81,118,400 162,018 400,346,070

Non-current assets Trade receivables- Portion due over one year Pledged deposits Other long-term investments Investment Properties Property, plant and equipment Intangible assets Goodwill Deferred tax assets Other Non-current assets Total Non-current assets Total assets

43,823,126 1,379,163 1,469,677,522 20,613,920 781,883,235 41,126,277 142,649,002 2,501,152,245 6,257,502,007

50,448,064 47,289,287 2,577,939 66,385,925 429,075,409 24,642,346 142,384,896 37,575,329 14,328,853 814,708,048 1,891,909,236

108,115,525 20,774,949 31,172,821 62,355,888 249,369,136 2,127,216 31,214,546 10,798,497 515,928,578 916,274,648

ASSETS

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Key Financial Information Statement of Financial Position

Annual Report 2014

INTER FAR EAST ENGINEERING PUBLIC COMPANY LIMITED and Subsidiaries Statement of Financial Position As of December 31, 2014, 2013 and 2012

Unit (Baht)

2014

2013

2012

1,241,683,831 1,315,635 42,103,894 101,287,445

180,569,590 22,478,909 41,668,921 -

104,280,992 18,787,840 43,886,583 -

6,824,121 45,000,000 13,279,483 4,469,298 1,455,963,707

5,218,233 2,099,010 45,000,000 4,632,235 301,666,898

25,000,000 9,212,109 1,613,105 202,780,629

516,462,483 14,500,879 3,772,678 5,197,776 539,933,816 1,995,897,523

15,575,752 23,034,024 12,538,683 51,148,459 352,815,357

21,053,048 21,053,048 223,833,677

1,990,090,044

1,376,300,733

407,792,810

1,563,953,734 16,110,971 2,331,362,296 44,372,802 4,000,000 240,812,922 75,722 4,200,688,447 60,916,037 4,261,604,484 6,257,502,007

747,533,822 16,110,971 503,806,998 35,722,802 4,000,000 180,964,582 50,954,704 1,539,093,879 1,539,093,879 1,891,909,236

407,792,810 16,110,971 30,592,802 4,000,000 186,871,366 47,073,022 692,440,971 692,440,971 916,274,648

Liabilities and Equity of Shareholders Current liabilities Short-term loans from financial institutions Trade accounts payable Other payables Long-term loans due within one year Finance lease liabilities Portion due within one year Short-term loans from others Cash receipts from contracts to buy and sell land Income taxes payable Other Current liabilities Total Current liabilities Non-current liabilities Long-term loans Finance lease liabilities - net Employee retirement benefit obligations Deferred income tax Total Non-current liabilities Total liabilities Shareholders' equity Share capital Registered capital Ordinary shares 1990,090,044 shares (2013: Ordinary shares 1,376,300,733 shares) Par value 1 Baht Issued and fully paid Ordinary shares 1,563,953,734 shares (2013: Ordinary shares 747,533,822 shares) Par value 1 Baht Excess of treasury shares Share premium Retained earnings for legal reserves Appropriated for other reserve Reserve for treasury shares Unappropriated portion Other components of Shareholders' equity Total Shareholders' equity Non-controlling interests Total Shareholders' equity Total liabilities and Shareholders' equity

Page 16

Key Financial Information Statement of comprehensive income

Annual Report 2014

INTER FAR EAST ENGINEERING PUBLIC COMPANY LIMITED and Subsidiaries Statement of comprehensive income For the year ended December 31, 2014, 2013 and 2012 2013

2012

223,084,047 366,064,313 40,823,408 629,971,768

283,105,169 343,454,576 125,604,624 752,164,369

98,536,256 184,070,319 66,382,325 217,291,959 566,280,859 63,690,909 (18,986,802) 44,704,107 (17,890,493) 26,813,614

119,080,589 178,711,957 86,255,606 142,377,155 526,425,307 225,739,062 (6,147,539) 219,591,523 (50,881,928) 168,709,595

724,543 3,157,139

744,849 -

946,775 31,642,071

169,454,444

72,698,368 72,698,368

26,813,614 26,813,614

168,709,595 168,709,595

72,664,345 72,664,345 0.07 983,120,598

31,642,071 31,642,071 0.06 471,018,138

169,454,444 169,454,444 0.42 405,882,896

2014 Revenue 208,228,900 Revenue from sales 193,367,008 Revenue from rental and service 236,471,752 Other Revenues 638,067,660 Total Revenues Expenses 71,335,345 Cost of sales 91,712,279 Cost of rentals and services 34,401,752 Selling Expenses 282,616,594 Administrative Expenses 502,490,970 Total Expenses 158,001,690 Profit before finance costs and income tax expenses (36,949,875) Financial costs 121,051,815 Profit before income taxes (48,353,447) Income taxes Expenses 72,698,368 Profit for the year Other comprehensive income for the year 421,391 Unrealized gains on revaluation of investments Surplus on revaluation of assets Exchange rate differences on translation of the financial statements (455,414) Actuarial gains Insurance for post-employment benefits 72,664,345 Total comprehensive income for the year Profit Allocation: Attributable to the Company Attributable to Non-controlling interests Total comprehensive income attributable Attributable to the Company Attributable to Non-controlling interests Basic earnings per share Weighted average number of ordinary shares (shares)

Unit (Baht)

Page 17

Key Financial Information Cash Flow Statement

Annual Report 2014

INTER FAR EAST ENGINEERING PUBLIC COMPANY LIMITED and Subsidiaries Cash Flow Statement For the period ended September 30, 2014 and December 31, 2013, 2012 and 2011 Cash flows from operating activities Profit before tax Adjustments to reconcile net income to net cash provided by (used in) operating activities Bad and doubtful debts Unrealized losses for inventory obsolescence Gain on sale of investments Gain on sale of businesses Loss on impairment of equipment Reversal of allowance for impairment investment properties Depreciation (Gain) loss on disposal of equipment and Investment Properties. Intangible assets amortization Profit (loss) unrealized from foreign exchange Employee retirement benefits (reversal) Interest Expenses Profit from operating activities before changes in assets and operating liabilities Operating assets decrease (increase) Trade receivables and Other receivables Inventories Other Current Assets Other Non-current assets Operating liabilities increase (decrease) Trade accounts payable Other payables and other Current liabilities Employee benefit obligations Cash generated from operations Interests paid:: Income Tax paid: Deductible Tax Refund Net cash flows from operating activities

Page 18

Unit (Baht)

2014

2013

2012

121,051,815

44,704,107

219,591,523

5,203,351 2,095,029 (111,694) (164,794,594) 1,185,923

3,425,427 1,802,829 (13,079,575) 1,887,595

926,449 3,078,807 (109,237) (94,375,050) 687,313

81,805,605

(3,397,097) 80,058,807

84,739,570

(91,930,644) 3,191,343 4,372,234 36,949,875

(2,237,044) 574,865 (2,465,487) 3,164,445 18,986,802

(5,325,736) 112,758 2,016,309 6,147,539

(981,757)

133,425,674

217,490,245

(58,451,452) (45,425,051) (39,256,472) (125,074,078)

(23,051,715) (54,770,975) (32,429) (1,695,844)

(37,031,794) (30,922,024) 1,885,298 (555,932)

(106,827,178) (1,977,758) (23,633,580) (401,627,326) (36,949,875) (45,965,901) (484,543,102)

3,695,107 (33,752) 57,536,066 (19,291,366) (28,804,238) 9,440,462

6,533,445 8,608,811 166,008,049 (6,147,539) (52,237,018) 107,623,492

Key Financial Information Cash Flow Statement

Annual Report 2014

INTER FAR EAST ENGINEERING PUBLIC COMPANY LIMITED and Subsidiaries Cash Flow Statement For the period ended September 30, 2014 and December 31, 2013, 2012 and 2011 2014 Cash flows from investing activities Pledged deposits (Increase) decrease Subsidiaries' cash for purchase Net of cash in the subsidiaries Proceeds from long-term loans to related parties Cash received from loans to other companies Cash received from sales of investments Cash receipts from contracts to buy and sell land Cash paid to purchase equipment Cash paid to purchase intangible assets Cash received from sale of equipment and property for investment Non-current assets held for sale increased Cash received from sales of treasury shares Net cash provided by (used in) investing activities Cash flows from financing activities Overdrafts and Short-term loans from financial institutions increased. Repayment of long-term loans from financial institutions Cash paid for short-term loans from others Finance lease liabilities repayments Cash received from issuance of ordinary shares recapitalization - Net of transaction costs Non-controlling interests Dividends Proceeds from long-term loans from financial institutions Net cash provided by (used in) financing activities Cash and cash equivalents Increase (decrease) - net Exchange rate differences on translation of the financial statements Cash and cash equivalents at beginning of period Cash and cash equivalents of subsidiaries at the date of acquisition Cash and cash equivalents of subsidiaries at the date of acquisition

2013

Unit (Baht) 2012

3,466,161

(26,514,338)

5,265,020

(1,026,461,145) 16,960,000 (192,225,555) (276,931)

(233,673,495) 23,700,000 42,580,134 20,000,000 (52,948,315) (1,074,280)

5,109,237 25,000,000 (108,583,534) -

558,453,347 (640,084,123)

10,052,609 (217,877,685)

144,214,549 22,700,23 93,705,510

1,061,114,241 182,862,738 (240,491,401) (5,116,981)

72,736,357 (81,622,935) (5,951,045) (1,904,315)

12,158,939 (191,745,402) -

2,598,104,686 54,000,000 (9,174,463) 3,641,298,820 2,516,671,595

843,548,010 (28,537,175) 798,268,897 589,831,674

(146,763,664) (326,350,127) (125,021,125)

(455,414) 640,716,903

50,885,229

175,906,354

3,156,933,084

640,716,903

50,885,229

Page 19

Report of Audit Committee

Annual Report 2014

Dear Shareholders Inter Far East Engineering Public Company Limited The Audit Committee of Inter Far East Engineering Public Company Limited consists of 3 people as of February 26, 2015 which is the date of this report. The Audit Committee consists of 3 members who are experts in accounting and financial and organizational management as follows: • • • •

Mr.Abhichart Arbhabhirama Mr. Visit Ongpipattanakul Mr. Chayot Vitayanonektavee Mrs. Dharini Wattanadhirach

Audit Committee Chairman Audit Committee Audit Committee Secretary of the Audit Committee

This Audit Committee has started its duty as the Audit Committee since August 4, 2014 and will finish the term on August 3, 2017, according to resolution of the Board of Directors No. 15/2014 dated July 24, 2014. The Audit Committee has the duties as assigned by the Board of Directors. These obligations are determined by the Board which are consistent with the guidelines approved by the Stock Exchange of Thailand. During the year ended December 31, 2014, the Audit Committee had 9 meetings which were attended by 1 senior management on accounting, the internal auditor and the auditor to advise, recommend and listen to the ideas to be presented to the Board of Directors later. Details of attendance of each member of the Audit Committee in 2014 are as follows: Number of attendance/ Total meetings

Appontment Date

1. Mr.Abhichart Arbhabhirama

9/9

August 4, 2014

2. Mr. Visit Ongpipattanakul

9/9

August 4, 2014

3. Mr. Chayot Vitayanonektavee

6/9

August 4, 2014

Names of the Audit Committee

Page 20

Report of Audit Committee

Annual Report 2014

The operation of the Audit Committee can be summarized as follows: 1. Reviewing the quarterly and annual financial statements of the Company for 2014 in accordance with the relevant accounting standards of Accounting Act B.E. 2543, notification of Stock Exchange of Thailand and noticifation of Securities and Exchange Commission to ensure that the financial report of the Company has been prepared in accordance with generally accepted accounting principles, and disclosures in the financial statements are sufficient and complete, the preparation and disclosures in the financial report is also reliable. The Audit Committee has agreed with the auditors that the company has followed the normal course of business. And in accordance with the Stock Exchange of Thailand 2. Reviewing the risk management: The Audit Committee has oversight and assessed the risk management of annual plans and reviewing quarterly risk of the company together with the Board to focus on managing risk effectively and timely as well as considering the disclosures in the event of connected transaction or transactions that may have conflicts of interest to ensure accuracy and completeness. 3. The Audit Committee has reviewed the assessment of the adequacy of the internal controls of the Company and its subsidiaries, as P & L Internal Audit Co., Ltd., an independent auditor has verified and prepared an assessment form according to the concept of COSO (The Committee of Sponsoring Organizations of the Treadway Commission) as well as monitoring the implementation of the resolution of the Audit Committee and the Board of Directors together with the auditor every quarter. The Board of Directors is of the opinion that the internal audit of the Company is appropriate and effective. 4. Considering and proposing the auditor as well as consideration of the compensation for 2014 with an assessment, the result is very satisfactory as the previous year. In addition, the Audit Committee is of the opinion that the Company is operating under the principles of good corporate governance. By examining the performance of the Company, the Audit Committee believes that the Company's internal control system is appropriate including procedures on the risk management and has not found any factor that causes significant problem to the internal control systems, financial reporting and regulatory compliance in the past year.

( Mr.Abhichart Arbhabhirama ) Chairman of the Audit Committee Inter Far East Engineering Public Company Limited February 27, 2015

Page 21

Policy and Business Industry

Annual Report 2014

Inter Far East Engineering Company Limited, “the Company” or “IFEC” conducted the business as the photocopier dealer for Konica Minolta Business Solutions Asia Pte Ltd. (KM BSA), Japan under the name "Konica Minolta" and has expanded its business by investing in businesses related to the production of electricity from renewable energy from Q4 2013. The Company has increased the investment to expand such business continuously. When the dealership contract ended on March 31, 2014, the Company decided to do the disposition of the copier distribution and rental business on July 1, 2014 pursuant to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2014 of June 3, 2014. The Company's business thus is the management of the subsidiaries that conduct business related to the production and distribution of electricity from renewable energy sources. Vision, Mission, Business Goals and Strategy Vision To be the leader in producing electricity from renewable energy to cover and access all areas for social integration and sustainable environment Mission 1. To manage the application of all renewable energy for maximum result while maintaining quality of the environment and society. 2. To develop the capacity in generating the electricity to cover and access all areas using technology creatively 3. To create jobs with good earning for the local people and build up their feeling of attachment to their homeland Business Goals Growing steadily and sustainably to maintain the interests of shareholders. Having good corporate governance (CG). Being responsible toward social, communities and protect the environment (Corporate Social Responsibility: CSR). Creating value for society and develop it to be a learning organization as well as develop knowledge and skills of the employees. Providing a better understanding of renewable energy to society as well as having a stong commitment to cooperate with the society against corruption of all forms. Business Strategy The Company sets its vision as being the "Power Company", the leader in producing electricity from renewable energy to cover and access all areas for social integration and sustainable environment. Therefore, the business strategy is as follows: • To manage the application of all renewable energy for maximum result while maintaining quality of the environment and society as well as developing the capacity in generating the electricity to cover and access all areas using technology creatively in order to reduce the use of fossil fuel which is a major cause of global warming. • Constantly develop efficiency along with conducting the business transparently with corporate governance and responsibility toward social, communities and the environment. • Investing in renewable energy business that generates immediate income to be accumulated as part of the capital to develop the power plants and other innovations by ourselves in all types of renewable energy namely the sun, wind, biomass, and municipal waste disposal, including bidding or obtaining permits for the construction of power plants by ourselves both domestic and abroad, in collaboration with strategic partners to create the opportunity for growth as planned. • Create service excellence to our customers For power plant business, the Company has one customer, the PEA, who deals with electricity only. The Company focuses on the quality of the electricity using efficient technology to reduce losses and increase stability in the production process under the close supervison of the specialists. For waste management, the Company has focused on creating the highest satisfaction for the customers in terms of convenience, speed, enthusiasm to serve, transparency and excellent services to each customer equally. • Delivering integrated quality to all stakeholders in conducting social responsibility, investing in personnel, developing the work process toward transparency that does not create negative environment for the community.

Page 22

Policy and Business Industry

Annual Report 2014

Our Milestones The Company was established in 1977 under the title "Inter Far East Engineering Co., Ltd." with a registered capital of 0.5 million Baht to 5,000 ordinary shares with a par value of 100 Baht. Later in 1980, the Company changed its name to "Inter Far East Engineering Co., Ltd." and increased the registered capital to 1 million Baht. Originally, the Company conducted its business as the sole distributor for Konica Minolta Business Solutions Asia Pte Ltd. (“KM BSA”) under the trade mark "Konica Minolta" for Thailand market. The products included: 1. Digital Multifunction Photocopier (Office Product) which was a black and white printer and color printer suitable for use in the office and environmentally friendly, not creating pollution on odour,sound, light, heat and pollution in the air as well as being the energy-saving for all models. It received certified standards of ECO MARK from Japan; Blue Angel and Energy Star from Europe and Green Label from TISI. 2. Production Printing which was used for printing business and service centers as well as large businesses, both public and private sectors. 3. Software Solution was the software for office printing business solution including the software used in printing production business solution. In addition, the Company had planned to study the investment in other areas especially the production of electricity from renewable energy. The Company foresaw that such businesses would be able to increase revenue as well as stability for the Company due to the potential and business growth was relatively high. There have been the continuous increase of the energy use both public and private sectors. The government also provided the policies on the promotion of renewable energy to the stability of the country's energy in the future. The Company thus saw that the business involved in the production and distribution of electricity from renewable energy could generate a steady income to the Company and its subsidiaries in the long run. In 2013, the Company has seriously expanded its investment in the production and distribution of electricity from renewable energy and decided to establish its subsidiary, "Inter Far East Energy Co., Ltd" ("IFEE") on June 13, 2013. From then on, the Company's revenue has come from the copier business coupled with the revenue from production of electricity from renewable energy. On March 31, 2014 the copier distribution agreement between the Company and Konica Minolta Business Solutions Asia Pte Ltd. (“KM BSA”) has ended. In the meantime, KM BSA intended to conduct such business in Thailand itself. They then negotiated the purchase of property for use in the copier business. This led to the Company's disposal of the copier business on July 1, 2014 which was the resolution of the Extraordinary General Meeting of Shareholders No. 1/2014 on June 3, 2014. The Company, therefore, has key revenue from the production and distribution of electricity from renewable energy alone. As at December 31, 2014, the Company and its subsidiaries have invested in the production and distribution of electricity from solar energy, a number of 7 plants with a total capacity of 11.5 MW and 1 waste management company. In addition, a subsidiary of the Company is conducnting the construction of a wind power plant in coastal Pak Phanang, Nakhon Si Thammarat, acapacity of 10.0 MW and another subsidiary is preparing to construct a new solar power plant, a total capacity of 20.0 MW as well as waste management in Cambodia. As at February 28 2015, the Company has invested in another 2 companies to produce and distribute electricity from solar energy, a total capacity of 2.0 MW and another company to produce and distributeelectricity from biomass, a capacity of 7.5 MW, making a total capacity of 21.0 MW. In 2015, the Company plans to invest more in the production and distribution of electricity from renewable energy in the country as well as the investment in production and distribution of electricity and waste management in Cambodia. These will enable the Company to meet the increasing demand for electricity due to the growth of the economy of ASEAN Free Trade Area as well as the Republic of Korea which will enable the Company has sustainable return in the future Summary of Changes and Developments 1988 The Company was granted to bring its securities to be the licensed securities on the Stock Exchange of Thailand. 1990 Increased the registered capital to 120 million Baht 1994 Was registered as a public company and opened the trading on the stock exchange. 2008 April 9, 2008, the Company increased the registered capital of 407,792,810.00 Baht; 407,792,810 ordinary shares, par value of 1 Baht per share. On September 23, 2008 the Board of Directors has approved a share repurchase program for the financial management purposes. The Company has bought back shares totaling 12,850,000 shares.

Page 23

Policy and Business Industry 2013

2014

Page 24

Annual Report 2014

On June 13, 2013 setting up a subsidiary, Inter Far East Energy Co., Ltd. (IFEE) to handle the investment in the business related to the production and distribution of electricity from renewable energy. August 26, 2013 IFEE has invested in Green Energy Technology In (Thailand) Co., Ltd. (“GE”) to produce and distribute electricity from solar energy August 28, 2013 The Extraordinary General Meeting of Shareholders No. 1/2013 approved a capital increase from 407,792,810.00 Baht to 1,376,300,733.00 Baht by issuing new shares of 968,507,923 shares to be offered to the existing shareholders, Private Placement and to accommodate the convertible securities. August 30, 2013 The Company's registered capital is 1,376,300,733.00 Baht September 27, 2013 The Company's paid up capital is 605,177,218.00 Baht December 3, 2013 The Company's paid up capital is 747,533,822.00 Baht December 11, 2013 IFEE has invested in Clean City Co., Ltd. (“CC”) conducting waste management business January 10, 2014 IFEE has invested in J. P. Solar Power Co., Ltd. (“JP”) conducting production and distribution of electricity from solar energy April 3, 2014 at 2014 Annual General Shareholders Meeting approved the capital increase of the Company and allocation of ordinary shares to support the payment of dividends to ordinary shares and accommodate right adjustment to exercise of warrants IFEC-W1 from 1,376,300,733.00 Baht to 1,445,115,770.00 Baht. April 11, 2014 The Company has invested in 2 subsidiaries: Sun Park Co., Ltd. (“SP”) and Sun Park 2 Co., Ltd. (“SP2”) conducting production and distribution of electricity from solar energy April 17, 2014 The Company's registered capital is 1,445,115,770.00 Baht May 2, 2014 The Company's paid up capital is 963,404,346.00 Baht June 3, 2014 The shareholders meeting approved the disposal of assets in connection with the sale and lease copiers to Konica Minolta Business Solutions (Thailand) Co., Ltd. (KM BTH) at about 407,045,000 Baht and sale of 12 real estate properties to NND (Thailand) Co., Ltd. (“NND”) at price 200,000,000 Baht which the latter the parties have cancelled the purchase of assets of 71.60 million Baht in November 2014 for the best interests of shareholders. June 6, 2014 The Company has entered into a memorandum of agreement with the Municipality of Phnom Penh for feasibility study of the model and investment plan for waste management in Phnom Penh and processing to produce electricity. July 1, 2014 The Company sold assets associated with sale and lease copiers to Konica Minolta Business Solutions (Thailand) Co., Ltd. July 21, 2014 The Company notified its new address from its old headquarters “33 Soi Ramkhamhaeng 22 (Chittanukraw) Hua Mak, Bang Kapi, Bangkok 10240” to “33/4 The 9th Tower Grand Rama 9 29th Floor, Rama 9 Road, Huay Kwang, Huay Kwang, Bankok 10310” July 23, 2014 Dissolution all branch offices related to all copier business August 15, 2014 The Company moved from its old headquarters “33 Soi Ramkhamhaeng 22 (Chittanukraw) Hua Mak, Bang Kapi, Bangkok 10240” to “33/4 The 9th Tower Grand Rama 9 29th Floor, Rama 9 Road, Huay Kwang, Huay Kwang, Bankok 10310” August 26, 2014 The Company has invested in V. O. Net Biodiesel Asia Co., Ltd. (VON) conducting production and distribution of electricity from solar energy September 24, 2014 The Company has invested in Green Growth Co., Ltd. (GG) ”) conducting production and distribution of electricity from wind energy and increased the capital to 225.00 million Baht in December 2014, expecting to start the operations in September 2015. September 26, 2014 The Company has invested in Scan Inter Far East Energy Co., Ltd. (SFEE) conducting production and distribution of electricity from solar energy October 24, 2014 The Extraordinary General Meeting of Shareholders No. 2/2014 has approved the reduction of registered capital of the Company from 1,445,115,770.00 Baht to 1,445,047,854.00 BahtFor shares that have not paid and increased registered capital of the Company from the existing registered capital of 1,445,047,854 Baht to 1,990,090,044 Baht by issuing new ordinary shares of 545,042,190 shares at par 1.00 Baht shares to the private placement and/or institutional investors and/or investors with specific characteristics and/or the existing shareholders and/or to accommodate right adjustment of warrants IFEC-W1. October 29, 2014 The Company's registered capital is 1,445,047,854.00 Baht October 30, 2014 The Company's registered capital is 1,990,090,044.00 Baht December 8, 2014 The Company has invested in ISEnergy Co., Ltd. (IS) conducting production and distribution of electricity from solar energy December 8, 2014 The Company's paid-up capital is 1,563,953,734.00 Baht December 22, 2014 IFEE has sold the businesses of Green Energy Technology In (Thailand) Co., Ltd. (GE) and J.P. Solar Power Co., Ltd. (“JP”) which conducting production and distribution of electricity from solar energy to the Company

Policy and Business Industry

Annual Report 2014

2015

January 14, 2015 The Company has invested in Wang Karn Ka Rung Roj Co., Ltd. (“WR”) conducting production and distribution of electricity from solar energy January 16, 2015 IFEE has invested in True Energy Power Lopburi Co., Ltd. (“TEPL”) conducting production and distribution of electricity from biomass February 12, 2015 The Company has invested in CR Solar Co., Ltd. (“CR”) conducting production and distribution of electricity from solar energy March 6, 2015 The Company's paid-up capital is 1,736,614,503.00 Baht Shareholding structure of the Company The Company established its first subsidiary, Inter Far East Energy Co., Ltd. (IFEE) on June 13, 2013 (current registered capital of 350 million Baht) to seek and invest in businesses involving in the production and supply the electricity from renewable energy to reduce the use of fossil fuels. The business operations of the Company are both direct investment and investment through its subsidiary, IFEE, by holding shares in companies that produce electricity from solar energy and in waste management in the proportion of 100% and holding shares in companies that produce electricity from wind energy in the proportion of 80% in order look for a major source of revenue in the energy business to replace the revenue from copier that decreased significantly since the beginning of 2014.

Kingdom of Cambodia

Page 25

Policy and Business Industry Subsidiaries

Annual Report 2014

Paid-up Abbr. Shareholders* Shareholding ratio (%) regisitered capital (million Baht)

Business type

Capacity (MW)

Start COD

1. Inter Far East Energy Co., Ltd. 2. Green Energy Technology In (Thailand) Co., Ltd. 3. Clean City Co., Ltd. 4. J.P. Solar Power Co., Ltd.

IFEE

Company

100

350.0

Holding Company

Company

100

43.5

Solar Power Plant

1.0

Dec.2009

CC JP

IFEE Company

100 100

70.0 80.0

Waste Management Solar Power Plant

3.0

Jun. 2012

5. Sun Park Co., Ltd.

Company

100

30.0

Solar Power Plant

1.0

Apr. 2014

6. Sun Park 2 Co., Ltd.

SP-2

Company

100

42.0

Solar Power Plant

0.952

Apr. 2014

7. V.O. Net Biodiesel Asia Co., Ltd. 8. Green Growth Co., Ltd.

VON

Company

100

20.0

Solar Power Plant

0.952

Jun. 2014

Company

225.0

Wind Power Plant

10.0

Sept.20151

SFEE

Company

100

60.0

Solar Power Plant

2.5

Dec. 2012

Company

100

77.7

Solar Power Plant

2.0

Sept.2011

IFEC-C Company

100

Solar Power Plant

Sept.20151

Solar Power Plant

0.996

Nov.20132

9. Scan Inter Far East Energy Co., Ltd. 10. ISEnergy Co., Ltd. 11. IFEC Co., Ltd. (Cambodia) 12. Wang Karn Ka Rung Roj Co., Ltd. 13. True Energy Power Lopburi Co., Ltd. 14. C R Solar Co., Ltd. Remarks:

Company

100

1.0 million USD 30.0

TEPL

IFEE

100

180.0

Biomass Power Plant

7.5

Nov.20112

Company

100

130.0

Solar Power Plant

1.0

Jun. 20122

1 An estimate of the management of the Company. 2 Subsidiaries in January and February 2015

Subsidiaries Details As of December 31, 2014 the Company has altogether 11 subsidiaries. In February 2015, there were 3 more investments, making a total of 14 subsidiaries, as detailed below. 1. Inter Far East Energy Co., Ltd. (IFEE), established on June 13, 2013 with the objectives to seek and invest in businesses related to the production and distribution of electricity from renewable energy. The initial registered capital was 1,000,000 Baht divided into 100,000 common shares with a par value of 10 Baht. Later, the Extraordinary General Meeting Shareholders No.1/2014 held on June 5, 2014, has approved the increase in registered capital of 349,000,000 Baht, par value 10 Baht per share, a total of 34,900,000 shares, consisting of 34,900,000 common shares. From this capital increase, IFEE has registered and paid-up capital of 350,000,000 Baht, divided into 35,000,000 ordinary shares, a par value per share of 10 Baht. It is the investment in production and distribution of electricity from renewable energy, and waste management that the Company holds 100%. 2. Green Energy Technology In (Thailand) Co., Ltd. (GE), established on August 28, 2008 located at Amphoe Bo Nok, Prachuap Khiri Khan. Registered and paid-up capital of 43,500,000 Baht, divided into 435,000 ordinary shares at par value of 100 Baht per share. It conducts the business of production and distribution of electricity from solar energy using silicon of Thin Film type, a capacity of 1.0 MW. The added value purchase price (Adder) is 8.00 Baht per kilowatt - hours from December 2009. IFEE has invested on August 26, 2013 and transferred to the Company to hold 100% since December 22, 2014. 3. J.P. Solar Power Co., Ltd. (JP), established on September 28, 2009 located at Tambon Ta Ong, Amphoe Mueang, Surin. Registered and paid-up capital of 80,000,000 Baht, divided into 80,000 ordinary shares at par value of 1,000 Baht per share. Conducting the business of production and distribution of electricity from solar energy using silicon of Thin Film type, a capacity of 3.0 MW. The added value purchase price (Adder) is 8.00 Baht per kilowatt - hours from June 2012. IFEE has invested on January 10, 2014 and transferred to the Company to hold 100% since December 22, 2014.

Page 26

Policy and Business Industry

Annual Report 2014

4. Sun Park Co., Ltd. (SP), established on June 8, 2005 located at Tambon Hua Na Kham, Amphoe Yang Talat, Kalasin. Registered and paid-up capital of 30,000,000 Baht, divided into 300,000 ordinary shares at par value of 100 Baht per share. It conducts the business of production and distribution of electricity from solar energy using Multicrystalline Silicon, a capacity of 1.0 MW. The added value purchase price (Adder) is 6.50 Baht per kilowatt - hours from April 2012. The Company holds 100% since April 11, 2014. 5. Sun Park 2 Co., Ltd. (SP 2), established on June 29, 2012 located at Tambon Hua Na Kham, Amphoe Yang Talat, Kalasin. Registered and paid-up capital of 42,000,000 Baht, divided into 420,000 ordinary shares at par value of 100 Baht per share. It conducts the business of production and distribution of electricity from solar energy using Multicrystalline Silicon, a capacity of 0.952 MW. The added value purchase price (Adder) is 6.50 Baht per kilowatt - hours from April 2014. The Company holds 100% since April 11, 2014. 6. V.O. Net Biodiesel Asia Co., Ltd. (VON), established on June 22, 2005 located at Tambon Hua Na Kham, Amphoe Yang Talat, Kalasin. Registered and paid-up capital of 20,000,000 Baht, divided into 200,000 ordinary shares at par value of 100 Baht per share. It conducts the business of production and distribution of electricity from solar energy using Multicrystalline Silicon, a capacity of 0.952 MW. The added value purchase price (Adder) is 6.50 Baht per kilowatt - hours from June 2014. The Company holds 100% since April 11, 2014. 7. Green Growth Co., Ltd. (GG), established on December 1. 2005 located at Tambon Bang Phra, Amphoe Pak Panang, Nakhon Si Thammarat. Registered and paid-up capital of 225,000,000 Baht, divided into 2,250,000 ordinary shares at par value of 100 Baht per share. Conducting the business of production and distribution of electricity from wind energy, a capacity of 10 MW. The Company holds 80% and Mr.Sumet Suthapakdi holds 20% since September 24, 2014. 8. Scan Inter Far East Energy Co., Ltd. (SFEE), established on March 10, 2005 located at Tambon Yang Tone, Amphoe Nong Muang, Lopburi. Registered and paid-up capital of 60,000,000 Baht, divided into 6,000,000 ordinary shares at par value of 10 Baht per share. It conducts the business of production and distribution of electricity from solar energy using silicon of Thin Film type, a capacity of 2.5 MW. The added value purchase price (Adder) is 8.00 Baht per kilowatt - hours from December 2012. The Company holds 100% since September 26, 2014. 9. ISEnergy Co., Ltd. (IS), established on October 2, 2009 located at Tambon Nong Bua Takiat, Amphoe Dan Khunthod, Nakhon Ratchasima. Registered and paid-up capital of 77,000,000 Baht, divided into 777,000 ordinary shares at par value of 100 Baht per share. It conducts the business of production and distribution of electricity from solar energy using Multicrystalline Silicon, a capacity of 2.0 MW. The added value purchase price (Adder) is 8.00 Baht per kilowatt - hours from September 2011. The Company holds 100% since April 8, 2014. 10. IFEC Co., Ltd. (Cambodia) (IFEC-C) established on August 5, 2014 in Cambodia. On December 30, 2014 it had registered and paid-up capital of 1,000,000 USD divided into 1,000 ordinary shares at par value of 1,000 USD per share. It will conduct the business of production and distribution of electricity from solar energy, a capacity of 20.0 MW and also to handle waste management. The Company holds 100% and expected to start the operation around September 2015. 11. Wang Karn Ka Rung Roj Co., Ltd. (WR), established on April 10, 2012 located at Tambon Daeng Yai, Amphoe Mueang, Khon Kaen. Registered and paid-up capital of 30,000,000 Baht, divided into 300,000 ordinary shares at par value of 100 Baht per share. It conducts the business of production and distribution of electricity from solar energy using Multicrystalline Silicon, a capacity of 0.996 MW. The added value purchase price (Adder) is 8.00 Baht per kilowatt - hours from November 2013. The Company holds 100% since January 14, 2015. 12. True Energy Power Lopburi Co., Ltd. (TEPL), established on March 2, 2009 located at Tambon Nong Bua, Amphoe Phatthana Nikhom, Lopburi. Registered and paid-up capital of 180,000,000 Baht, divided into 1,800,000 ordinary shares at par value of 100 Baht per share. It conducts th business of production and distribution of electricity from biomass, a capacity of 7.5 MW. The added value purchase price (Adder) is 0.30 Baht per kilowatt - hours from November 2013. IFEE holds 100% since January 16, 2015. 13. C R Solar Co., Ltd. (CR), established on June 18, 2012 located at Tambon Mae Pa, Amphoe Thoen, Lampang. Registered and paid-up capital of 130,000,000 Baht, divided into 1,300,000 ordinary shares at par value of 100 Baht per share. It conducts the business of production and distribution of electricity from solar energy using Multicrystalline Silicon, a capacity of 1.0 MW. The added value purchase price (Adder) is 8.00 Baht per kilowatt - hours from June 2012. The Company holds 100% since February 12, 2015. 14. Clean City Co., Ltd. (CC), established on June 3, 2008 located at Tambon Khao Khan Song, Amphoe Si Racha, Chonburi. Registered and paid-up capital of 70,000,000 Baht, divided into 700,000 ordinary shares at par value of 100 Baht per share. It conducts the business of waste disposal. IFEE holds 100% since December 11, 2013.

Page 27

Nature of Business

Annual Report 2014

1. Type of Business Previously the Company conducted its business as a copier distributor and rental and later on in the 4th quarter of 2013 we have invested in businesses related to the production and distribution of electricity from renewable energy. Then, when the dealership contract ended, the Company decided to do the disposition of the copier distribution and rental business on July 1, 2014 pursuant to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2014 on June 3, 2014. The Company's main income, therefore, has been only from business related to the production and distribution of electricity from renewable energy. The Company started to concentrate on the management and investments in subsidiaries with the business related to production and distribution of electricity from various types of renewable energy. The Company has classified its investment into 4 groups as follows: 1. Solar Power Plant 3. Biomass Power Plant 2. Wind Power Plant. 4. Waste Management 2. Revenue structure of the Company

Unit: Thousand Baht

Revenue Structure Nature Production and distribution of Business of electricity from solar power 1. By segment accountst 1.1 Distribution and rental Company Business of office equipment Subsidiaries 1.2 Holding investment in renewable energy and waste management businesses Subsidiaries 1.3 Production and distribution of electricity from solar power Subsidiaries 1.4 Waste management business 2. Other Revenues Company 2.1 Profit on sale of land and buildings. Company and 2.2 Others Subsidiaries Company and Less Cross transactions Subsidiaries TOTAL

2012

2013

2014

Million Baht

626,560

83.3%

582,908

92.5%

235,303

36.9%

5,412

0.9%

146,766

23.0%

828

0.1%

19,527

3.1%

51,272

8.1%

203,911 99,684

31.9% 15.6%

10,449

-1.7%

67,123

-10.5%

629,972

100.0%

638,068

100.0%

94,375 31,230

12.5% 4.2%

752,164

100.0%

Unit: Thousand Baht

Revenue Structure 1. Revenue 1.1 Revenue from selling and rental of office equipment 1.2 Revenue from selling and services 2. Other revenues 2.1 Other revenues 2.2 Profit on sale of land and buildings 2.3 Other revenues TOTAL

Page 28

Nature of Business

Million Baht

Company

626,560

83.3%

582,908

92.5%

235,303

36.9%

6,240

1.0%

166,293

26.1%

33,146

5.3%

7,677 629,972

1.2% 100.0%

13,920 203,911 18,641 638,068

2.2% 31.9% 2.9% 100.0%

2012

2013

Subsidiaries Company Company Subsidiaries

31,230 94,375 752,164

4.2% 12.5 100.0%

2014

Nature of Business

Annual Report 2014

Since the 4th quarter 2013, the Company has invested in the production and distribution of electricity from solar energy and waste management through its subsidiary "Inter Far East Energy Limited (IFEE)". The Company began recognizing the revenue on August 26, 2013 and December 11, 2013 respectively. Both subsidiaries generated the revenue for the Company by 13.92 million Baht or equal to 2.21% of the total income of the Company. In 2014, the Company had no revenues from the sale and rental of photocopier since July 1, 2014 which is the disposal date of such business. Since the Company has continued to invest more in renewable energy, it resulted that in 2014 the Company had 7 subsidiaries to produce and distribute electricity from solar energy and 1 subsidiary for waste management. All generated total revenues amounted to 184.93. million Baht or 29.98% of the total revenue of the Company. Such subsidiaries generate not very high proportion of revenue since the Company has invested in 2 subsidiaries on April 11, 2014 and another 3 on August 26, 2014, September 26, 2014, and December 8, 2014, making not full year revenue recognition. Revenue from the production of electricity Subsidiaries that produce and distribute the electricity from renewable energy have signed an agreement to sell all electricity to the Provincial Electricity Authority (PEA) under the contract to purchase the electricity from very small power producers (VSPP) for electricity from renewable sources. Calculation for the unit price of electricity sold to the PEA can be divided into 3 parts: 1) The power base rate, 2) the Ft and 3) the adder. Revenue from Waste Management: Clean City Co., Ltd. or CC has entered the municipal waste disposal contracts with 8 Municipalities and Tambon Administration Organization in the vicinity. The disposal fees are calculated by the weight of garbage dumped at the Company's landfill. 3. Characteristic of the Products and Services 1. Distribution and rental of photocopiers business Since the contract appointing the Company as the local distributor with Konica Minolta Business Solutions Asia Pte Ltd. (KM BSA) expired on March 31, 2014 and KM BSA wished to conduct such business and operate business in Thailand themselves, the Company thus finished the disposal of the business on July 1, 2014 according to the resolution of the shareholders' meeting. 2. Business related to power from renewable energy The Company operates the business on production and distribution of electricity from renewable energy for the public sector which is the PEA according to the policy of supporting the production and use of electricity from renewable energy. Details are as follows: 2.1 Solar Power Plants The Company operates the business as a producer and distributor of electricity from solar energy from its 10 plants. There were 8 plants in December 31, 2014, and 2 more plants in February 2015. A summary is as follows 1. Silicon Thin Film type solar power plant in Prachuap Khiri Khan, a capacity of 1.0 MW, to be operated for a period of 5 years with a contract to sell all electricity to the PEA and automatically renewal every 5 years. It is the first solar power plant operated by the Company as a Very Small Power Producer (VSPP), located at Bo Nok Sub-district, Prachuap Khiri Khan with total area of approximately 24-0-4.3 rai, with power purchase agreement (PPA) No. VSPP-PEA-S1 001/2552 dated February 5, 2009, and No. VSPP-PEA-S1 002/2552 dated May 15, 2009 with Green Energy Technology In (Thailand) Co., Ltd. or GE. The power plant has started Commercial Operation Date (COD) since December 2009 (IFEE has invested in this plant on August 26, 2013). The Company has received the additional special adder for very small power producers (VSPP) of renewable energy at a rate of 8 Baht per kilowatt - hours for a period of 10 years from the start of COD as announced by the PEA regarding the determination of the additional purchase price for VSPP from renewable sources. The Company is exempt from corporate income tax on net profit from the operation that has been promoted for a period of 8 years from the first date of revenue from that operations and has received a reduction in corporate income tax on net profit from the investment at a rate of 50% of the normal rate for a period of 5 years from the Board of Investment (BOI) according to the promotional certificate No. 1695 (1) / 2552 dated September 7, 2009 and No. 1807 (1) /2552 dated October 19, 2009.

Page 29

Nature of Business

Annual Report 2014

2. Silicon Thin Film type solar power plant in Surin, a capacity of 3.0 MW, to be operated for a period of 5 years with a contract to sell all electricity to the PEA and automatically renewal every 5 years. It is categorized as a Very Small Power Producer: VSPP. The project is located at Ta Ong Sub-district, Mueang Surin District, Surin with total area of approximately 62-2-09 rai with power purchase agreement (PPA) No. VSPP-PEA-046/2554 dated December 30, 2011 with J. P. Solar Power Co., Ltd. or JP. The power plant has started Commercial Operation Date (COD) since June 2012 (IFEE has invested in this plant on January 10, 2014). The Company has received the additional special adder for very small power producers (VSPP) of renewable energy at a rate of 8 Baht per kilowatt - hours for a period of 10 years from the start of COD as announced by the PEA regarding the determination of the additional purchase price for VSPP from renewable sources, the permit to produce electricity No. KKP. 01-1 (1) 55-236 dated December 13, 2012 issued by the Energy Regulatory Commission The Company is exempt from corporate income tax on net profit from the operation that has been promoted for a period of 8 years from the first date of revenue from that operations and has received a reduction in corporate income tax on net profit from the investment at a rate of 50% of the normal rate for a period of 5 years from the Board of Investment (BOI) according to the promotional certificate No. 1880 (1) /2555 dated July 6, 2012. 3. Multicrystalline Silicon type solar power plant in Kalasin, a capacity of 1.0 MW, to be operated for a period of 5 years with a contract to sell all electricity to the PEA and automatically renewal every 5 years. It is categorized as a Very Small Power Producer: VSPP. The project is located at Hua Na Kham Sub-district, Yang Talat District, Kalasin with total area of approximately 15-1-83 rai with power purchase agreement (PPA) (Amendment) No. 1. No. VSPP-PEA-060/2555 dated January 25, 2013 with Sun Park Co., Ltd. or SP. The power plant has started Commercial Operation Date (COD) since April 2014 (the Company has invested in this plant on April 11, 2014) The Company has received the additional special adder for very small power producers (VSPP) of renewable energy at a rate of 6.50 Baht per kilowatt hours for a period of 10 years from the start of COD as announced by the PEA regarding the determination of the additional purchase price for VSPP from renewable sources, the permit to produce electricity No. KKP 01-1 (1) 57-361 dated April 9, 2014 issued by the Energy Regulatory Commission. The Company is exempt from corporate income tax on net profit from the operation that has been promoted for a period of 8 years from the first date of revenue from that operations and has received a reduction in corporate income tax on net profit from the investment at a rate of 50% of the normal rate for a period of 5 years from the Board of Investment (BOI) according to the promotional certificate No. 1896 (1)/2556 dated June 25, 2013. 4. Multicrystalline Silicon type solar power plant in Kalasin, a capacity of 0.952 MW, to be operated for a period of 5 years with a contract to sell all electricity to the PEA and automatically renewal every 5 years. It is categorized as a Very Small Power Producer: VSPP. The project is located at Hua Na Kham Sub-district, Yang Talat District, Kalasin with total area of approximately 14-1-82 rai with power purchase agreement (PPA) (Amendment) No. VSPP-PEA-028/2555 dated August 17, 2012 with Sun Park 2 Co., Ltd. or SP 2. The power plant has started Commercial Operation Date (COD) since April 2014 (the Company has invested in this plant on April 11, 2014). The Company has received the additional special adder for very small power producers (VSPP) of renewable energy at a rate of 6.50 Baht per kilowatt - hours for a period of 10 years from the start of COD as announced by the PEA regarding the determination of the additional purchase price for VSPP from renewable sources, the permit to produce electricity No. KKP 01-1 (1) 57-360 dated April 8, 2014 issued by the Energy Regulatory Commission. The Company is exempt from corporate income tax on net profit from the operation that has been promoted for a period of 8 years from the first date of revenue from that operations and has received a reduction in corporate income tax on net profit from the investment at a rate of 50% of the normal rate for a period of 5 years from the Board of Investment (BOI) according to the promotional certificate No. 1945 (1)/2556 dated July 2, 2013.

Page 30

Nature of Business

Annual Report 2014

5. Multicrystalline Silicon type solar power plant in Kalasin, a capacity of 0.952 MW, to be operated for a period of 5 years with a contract to sell all electricity to the PEA and automatically renewal every 5 years. It is categorized as a Very Small Power Producer: VSPP. The project is located at Hua Na Kham Sub-district, Yang Talat District, Kalasin with total area of approximately 17-0-85 rai with power purchase agreement (PPA) No.VSPP-PEA-031/2555 dated April 11, 2012 with V. O. Net Biodiesel Asia Co., Ltd. or VON with effect until the termination of the contract. The power plant has started Commercial Operation Date (COD) since June 2014 (the Company has invested in this plant on August 26, 2014). The Company has received the additional special adder for very small power producers (VSPP) of renewable energy at a rate of 6.50 Baht per kilowatt - hours for a period of 10 years from the start of COD as announced by the PEA regarding the determination of the additional purchase price for VSPP from renewable sources. The Company is also exempt from corporate income tax on net profit from the operation that has been promoted for a period of 8 years from the first date of revenue from that operations and has received a reduction in corporate income tax on net profit from the investment at a rate of 50% of the normal rate for a period of 5 years from the Board of Investment (BOI) according to the promotional certificate No. 2156 (1)/ 2556 dated August 21, 2013. 6. Silicon Thin Film type solar power plant in Lob Buri, a capacity of 2.5 MW, to be operated for a period of 5 years with a contract to sell all electricity to the PEA and automatically renewal every 5 years. It is the first solar power plant operated by the Company as a Very Small Power Producer (VSPP), located at Yang Thon Sub-district, Nong Muang District, Lopburi with total area of approximately 25-3-20 rai, with power purchase agreement (PPA) (Amendment) No. 1 No. VSPP-PEA-092/2553 and No. VSPP-PEA-093/2553 dated August 8, 2014 with Snan Inter Fareast Energy Co., Ltd. or SFEE. The power plant has started Commercial Operation Date (COD) since December 2012 (the Company has invested in this plant on September 26, 2014). The Company has received the additional special adder for very small power producers (VSPP) of renewable energy at a rate of 8 Baht per kilowatt - hours for a period of 10 years from the start of COD as announced by the PEA regarding the determination of the additional purchase price for VSPP from renewable sources, the permit to produce electricity No. KorKorPhor. 01-1 (1) 55-230 dated Septemb 28, 2012 issued by the Energy Regulatory Commission. The Company is exempt from corporate income tax on net profit from the operation that has been promoted for a period of 8 years from the first date of revenue from that operations and has received a reduction in corporate income tax on net profit from the investment at a rate of 50% of the normal rate for a period of 5 years from the Board of Investment (BOI) according to the promotional certificate No. 1910 (1)/or/2557 dated July 30, 2014. 7. Multicrystalline Silicon type solar power plant in Nakhon Ratchasima, a capacity of 2.0 MW, to be operated for a period of 5 years with a contract to sell all electricity to the PEA and automatically renewal every 5 years. It is categorized as a Very Small Power Producer: VSPP. The project is located at Kut Khla-Phan Suek Road, Mu Si Sub-district, Pak Chong District, Nakhon Ratchasima with total area of approximately 27-2-77.0 rai with power purchase agreement (PPA) VSPP-PEA-035/2553 dated May 17, 2010 with ISEnergy Co., Ltd. or IS. The power plant has started Commercial Operation Date (COD) since September 2014 (the Company has invested in this plant on December 8, 2014). The Company has received the additional special adder for very small power producers (VSPP) of renewable energy at a rate of 8 Baht per kilowatt - hours for a period of 10 years from the start of COD as announced by the PEA regarding the determination of the additional purchase price for VSPP from renewable sources, the permit to produce electricity No. KorKorPhor. 01-1 (1) 54-151 dated July 22, 2011 issued by the Energy Regulatory Commission. The Company is also exempt from corporate income tax on net profit from the operation that has been promoted for a period of 8 years from the first date of revenue from that operations and has received a reduction in corporate income tax on net profit from the investment at a rate of 50% of the normal rate for a period of 5 years from the Board of Investment (BOI) according to the promotional certificate No. 2210 (1)/2553 dated November 9, 2010.

Page 31

Nature of Business

Annual Report 2014

8. Multicrystalline Silicon type solar power plant in Khon Kaen, a capacity of 0.996 MW, to be operated for a period of 5 years with a contract to sell all electricity to the PEA and automatically renewal every 5 years. It is categorized as a Very Small Power Producer: VSPP. The project is located at Daeng Yai Sub-district, Mueang Khon Kaen District, Khon Kaen with total area of approximately 17-0-91.7 rai with power purchase agreement (PPA) No. Sor.N.D â&#x20AC;&#x201C; 01-1/2553 dated April 7, 2010 with Wang Karn Ka Rung Roj Co., Ltd. or WR. The power plant has started Commercial Operation Date (COD) since November 2013 (the Company has invested in this plant on January 14, 2015). The Company has received the additional special adder for very small power producers (VSPP) of renewable energy at a rate of 8 Baht per kilowatt - hours for a period of 10 years from the start of COD as announced by the PEA regarding the determination of the additional purchase price for VSPP from renewable sources, the permit to produce electricity No. KKP 56-315 Dated October 28, 2013 issued by the Energy Regulatory Commission. The Company is also exempt from corporate income tax on net profit from the operation that has been promoted for a period of 8 years from the first date of revenue from that operations and has received a reduction in corporate income tax on net profit from the investment at a rate of 50% of the normal rate for a period of 5 years from the Board of Investment (BOI) according to the promotional certificate No. 2222 (1)/2556 dated September 3, 2013. 9. Multicrystalline Silicon type solar power plant in Lampang, a capacity of 1.0 MW, to be operated for a period of 5 years with a contract to sell all electricity to the PEA and automatically renewal every 5 years. It is categorized as a Very Small Power Producer: VSPP. The project is located at Mae Pa Sub-district, Thoen District, Lampang with total area of approximately 11-0-87 rai with power purchase agreement (PPA) No. VSPP- PEA NE 1. 9/2551 dated December 9, 2008 with CR Solar Co., Ltd. or CR. The power plant has started Commercial Operation Date (COD) since June 2012 (the Company has invested in this plant on February 12, 2015). The Company has received the additional special adder for very small power producers (VSPP) of renewable energy at a rate of 8 Baht per kilowatt - hours for a period of 10 years from the start of COD as announced by the PEA regarding the determination of the additional purchase price for VSPP from renewable sources, the permit to produce electricity No. SorKorPhor. 5501/162-1 dated May 2, 2012 issued by the Energy Regulatory Commission. The Company is also exempt from corporate income tax on net profit from the operation that has been promoted for a period of 8 years from the first date of revenue from that operations and has received a reduction in corporate income tax on net profit from the investment at a rate of 50% of the normal rate for a period of 5 years from the Board of Investment (BOI) according to the promotional certificate No. 1548(1)/2553 dated May 26, 2010. 10. Electricity generating from solar power plant projects overseas: The Company has invested in IFEC (Cambodia) Co., Ltd. or IFEC-C, a subsidiary in kingdom of Cambodia on December 30, 2014, which is currently under preparation for operation with initial production capacity of 20.0 MW.

Page 32

Nature of Business

Annual Report 2014

2.2 Wind power plant The Company has 1 project on production and distribution of electricity from wind energy, as follows: Wind farm project along the coast of Bang Phra Sub-district, Pak Phanang, Nakhon Si Thammarat through Green Growth Co., Ltd., a subsidiary which the Company holds 80%. This project is a wind power plant using the wind turbines of 3 blades type - Permanent Magnet Direct Drive (PMDD) system with a capacity of 10 MW. The plant has a contract to sell all electricity to the PEA for a period of 5 years and automatically renewal every 5 years. The project is located Bang Phra Sub-district, Pak Phanang District, Nakhon Si Thammarat with total area of 59-1-10 rai. This wind power plant will be supported by the supporting scheme of the Renewable Energy Policy and Planning Office, Ministry of Energy which will get the priviledge from special adder for small power producers (SPP) of wind energy at a rate of 3.50 Baht per kilowatt - hours for a period of 10 years from the start of COD as announced by the PEA. The power purchasing contract No. VSPP-PEA-004/2556 was made with Green Growth Co., Ltd. or CG on April 22, 2013. It is expected that the Commercial Operating Date: COD) would be in September 2015 (the Company has invested in the company on September 24, 2014). Furthernore, the Company is also received the investment promotion on wind power from the Board of Investment (BOI) to be exempt from corporate income tax on net profit from the operation that has been promoted for a period of 8 years from the first date of revenue from that operations and has received a reduction in corporate income tax on net profit from the investment at a rate of 50% of the normal rate for a period of 5 according to the promotional certificate No. 1324 (1)/2557 dated Match 14, 2014. 2.3 Power Generation from Biomass The Company also handles the production and distribution of electricity from biomass with 1 plant already been operated, as follows: Biomass power plant in Lob Buri which uses bagasse as fuel for power generation, a capacity of 6.8 MW. The plant has a contract to sell all electricity to the PEA for a period of 5 years and automatically renewal every 5 years. It is categorized as a Very Small Power Producer: VSPP. The project is located at Phattana Nikhom-Wang Muang Road, Nong Bua Sub-district, Phatthana Nikhom District, Lop Buri with total area of approximately 21-2-78.3 rai with power purchase agreement (PPA) No. VSPP-PEA-371/2552 dated December 9, 2009 with True Energy Power Lob Buri Co., Ltd. or TEPL. The power plant has started Commercial Operation Date (COD) since November 2011 (IFEE has invested in this plant on Jauary 16, 2015) The Company has received the additional special adder for very small power producers (VSPP) of renewable energy at a rate of 0.30 Baht for a period of 7 years from the start of COD as announced by the PEA regarding the determination of the additional purchase price for VSPP from renewable sources, the permit to produce electricity No. KorKorPhor.01-1 (1) 54-147 dated May 17, 2011 issued by the Energy Regulatory Commission. The Company is also exempt from corporate income tax on net profit from the operation that has been promoted for a period of 8 years from the first date of revenue from that operations and has received a reduction in corporate income tax on net profit from the investment at a rate of 50% of the normal rate for a period of 5 years from the Board of Investment (BOI) according to the promotional certificate No. 1283 (1)/2554 dated March 11, 2011 to invest in the electricity generation from biomass business. 2.4 Waste Management Services Inter Far East Energy Limited (IFEE) "IFEEâ&#x20AC;? a subsidiary has studied and invested in Clean City Co., Ltd. which operates the community waste management. The project is located at Khao Khan Song, Si Racha, and Chon Buri on an area of approximately 59-1-10 rai with the license in accordance with Khao Khan Song local administration to operate the disposal of sewage or garbage No. 01 of 2014 within the area of Khao Khan Song local administration. The Company has entered the contracts with 8 local municipalities for municipal waste disposal which provide enough waste to run the power plant using energy from garbage fuels in the future.

Page 33

Nature of Business â&#x20AC;˘ Procution Process 1. Production business of electricity from renewable energy Solar power plant

Production process of electricity from renewable energy Production process of electricity from renewable energy has major elements as follows: 1) Solar module converts solar energy from both Direct Radiation and Diffuse Radiation into DC power.

2) Inverter to convert DC Direct Current into AC: Alternating Current which is the power system to be used in the homes, establishment or other plants. 3) Transformer serves to increase the voltage from low pressure to high pressure measuring 22,000 volts to be sent to the grid of the Provincial Electricity Authority (PEA).

Page 34

Annual Report 2014 Wind Power Plant

Production process of electricity from wind energy Production process of electricity from wind energy has major elements as follows: 1) Wind turbines 2) Generator 3) Control Systems 4) Sensor to measure wind speed and direction for control of wind turbines Power Generation from Biomass Electricity production of TEPL uses biomass from agricultural residues such as bagasse as fuel to burn in the Step Grate furnace where the heat is used to produce steam by the boiler then the steam is sent to rotate the steam turbine which is connected to a generator to produce the electricity to the grid of PEA.

Nature of Business

Production process of electricity from biomass Fuels True Energy Power Lob Buri Co., Ltd. or (TEPL) is located at 199, Village No. 11, Nong Bua Sub-district, Phatthana Nikhom District, Lob Buri generating electricity from agricultural residues such as bagasse, wood chips or bark as major fuels for the power plant due to their suitability. Besides, most area around TEPL is sugarcane and eucalyptus plantations that ensure a sufficient amount of fuels to supply TEPL's biomass power plant. Electricity transmission system Supplying electricity to the Grid must be through the 22 kv transmission line of the Provincial Electricity Authority (PEA), which is close to plant. So there is no need to create new connection system only a power breaker station. Therefore, electricity from our plant is stable and reliable for continuous supply to the Grid all year round. The process to product electricity: 1) Water from the source will be sent through filtering prcess to make it usable within the plant, in the cooling system and to be processed to eliminate minerals before sending to the boiler. 2) The prepared biomass fuels will be transported from the yard with a continuous conveyor belt into Step Grate burning furnace for complete burning without black smoke to heat the boiler to produce steam. 3) Steam at high pressure is sent through the pipe to rotate the turbine which is connected to a generator to generate electricity for the PEA. 4) Steam that goes through the turbine with the heat will be directed to the condenser to change it to be the water and bring it back to use again. The coolant that receives the heat from the condenser will flow to the cooling tower for cooling. The coolant that has been used for 5 times will be adjusted according to the industrial effluent standard before used for watering the plant and released to a large evaporation pond in the plant's area to let it evaporate naturally without releasing such water to the outside of the plant. 5) The hot exhaust and fly ash from the combustion chamber is sent through the high voltage electrostatic precipitator (ESP) which is an advanced technology very effective in collecting more than 97% of the dust. TEPL has installed this type of dust collector and has it work simultaneously all the time. If failure, the power plant will stop the supply of fuel and shutdown immediately and repair to prevent dust into the atmosphere. 6) The ashes kept in the dust collector will be transported to landfill within TEPL area or used as a material to adjust soil quality or used as an ingredient in the cement industry.

Annual Report 2014

Power Source to Produce Electricity 1) The steam Boiler is the origin of the process. The boiler used in TEPL is the Water Tube Boiler type. The water in the tube will be heated into steam at the combustion room. The fuel that is fed into the fuels barn in front of the boiler will be controlled so that the fuel will be at a stable volume according to the energy demand of the boiler. The steam generated by the heat from the combustion chamber is separated from the water and will be heated again to be a dry steam at high temperatures before sending to steam turbine. 2) The steam turbine is a device to convert heat to mechanical energy. The steam from the boiler will be sent to the steam turbine in the pipe and will be injected into the turbine by the nozzle to make the rotation. The rotation of the turbine will be speed controled as desired by the very high accuracy controller. Steam turbines will have driving power according to the size and requirements specified for the work of the next equipment. At TEPL, steam turbine will send the power to the electricityl generator. 3) The condenser is a device or unit used to condense a substance from its gaseous to its liquid state, typically by cooling it. The condenser has cooling water tube to reduce the temperature and change the steam back to water again. This water is called condensate water. This condensate water will be pumped back to the tank to fill the boiler to start the process again, continually. 4) The generator is a device that turns mechanical energy into electrical energy, which is a key component of TEPL to produce electricity supplied to the PEA. TEPL's generator is of 7.5 MW.

Page 35

Nature of Business Marketing and Competition 1. The production of electricity from renewable energy. The Production and distribution of electricity is a business that does not compete directly with any operators because it is sold to the PEA directly under the long-term power purchase agreements. With the increasing demand for electricity every year as an important basic consumer goods for daily life both in households and industry, the Company's business is therfore an industry where there is no competition between manufacturers significantly. 2. Waste management Waste management business for the district and sub-district administrative organizations charges for the waste disposal by weight of waste dupmed at the landfill of the Company. This is another venue of revenue for the sale of recyclables. It is a business that has no competition with other operators significantly since the volume of waste is increasing and and the local authorities would select the landfill located nearby.

The industrial trend and competitive conditions in the future 1. Production and distribution of electricity Renewable electricity production Is the industry that is growing steadily resulting from the rising demand for electricity constantly. The growth rate of electricity demand in 2012 was 9.3% and in 2013 rose by 1.8%. The demand for electricity is increasing every year. Therefore, the industry must increase the production levels of electricity to meet such increasing demand. The forecast of demand for electricity

Source: Department of Alternative Energy Development and Efficiency. Ministry of Energy http://www.dede.go.th

Page 36

Annual Report 2014 National Power Development Plan for 2012-2030 (Revision 3) defines the electricity supply in the future by the use of all types of fuels for electricity generation to be in a right combination to substitute the use of fossil fuels at least 25% within 10 years. This PDP contains new renewable energy power plant projects with the goal that in 2030 Thailand would have increased the proportion of renewable energy from the PDP 2010 Revision 2 of at least 5%. By the year 2012-2021, the amount of electricity from renewable energy will be determined according to the framework for renewable and alternative energy B.E. 2012-2021 of Department of Energy. In 2022-2030, the potential of renewable energy fuels and high development technology will be expanded that will make the electricity from renewable energy as of the end of 2030 equals to 20,546.3 MW, representing 29% of the total capacity or a ratio of domestic renewable energy at 13,688.3 MW and renewable energy from abroad at 6,858 MW. Future demand for electricity is increasing steadily every year and the government also encourages the production of electricity from renewable energy while the number of competitors in the industry is low. As of November 26, 2014, there are licensed persons to produce electricity from solar energy a total capacity of 1,209.21 MW with the electricity volume to be sold by the con tracts 1,084.27 MW. However, the estimates of solar power capacity to meet future demand according to PDP 2010 Revision 3 and AEDP 2012-2021 at the end of the plan amounted to 3,940 MW and 2,000 MW respectively, showing that the production of electricity from solar energy currently is much less than the forecast. Currently, the PEA has slowed the request to join the project on production of electricity from solar and wind power. Besides, conducting such business requires high amount of capital and qualified entrepreneurs according to the requirements of PEA and Ministry of Energy. It is therefore expected that the competition of the market will not be very serious. Additionally, the Company has invested in waste management and production and distribution of electricity in the abroad such as kingdom of Cambodia with the initial capacity of 20 MW. This is an expansion of investment in order to seek new markets and generate sustainable returns to shareholders. 2. Waste Management Business Future waste continues to increase because of the increased consumption. Waste management business of the Company thus is a business that has no competition with other operators significantly as well due to the continuous high volume of waste and each local administrative bodies prefers the landfill which locates nearby.

RISK FACTORS

Annual Report 2014

1. Production and distribution of electricity from renewable energy Major risk factors that may affect business operations of generation and distribution are as follows: 1.1 Risk on intensity of sunlight or wind speed Performance of electricity generation from solar power depends on the intensity of sunlight. In case of thick cloud or heavy rain, the production of electricity can be reduced. The Company thus has studied and decided to invest in the project with a location where the intensity of sunlight is high throughout the year, about 5.00 - 5.50 kWh per sq. meter per day to produce a continuous output. In the case of wind power plant, the Company has studied the feasibility of projects along the coast of Nakhon Si Thammarat to get the most suitable location to generate electricity with maximum efficiency. 1.2 The risk from natural disasters Natural disasters such as earthquakes, floods and storms, etc. will cause damage to the project. In particular, solar panels which are the main equipment may be damaged and can not be used. The production could be disrupted with high cost of repair. Concerning investment in various projects, the Company takes into consideration the potential location on the safety from natural disasters, structural strength, lightning protection as well as the distance to the grid to reduce "Yield Loss" that might happen in the transmission of electricity into the system. 1.3 Risk from policies and support from the government Policies and government support are crucial to the sustainable development of solar power and other renewable energy to encourage investment in power generation from solar energy according to Renewable Energy Development Plan. If the government policy changes, it will impact greatly to the development of producing the electricity from solar prower and other renewable energy. However, the Company is committed to the development of electricity from all renewable sources to be of high quality as an alternative way in energy production that is sustainable and environmentally friendly. 1.4 The risk of dilapidated equipment The deterioration of the solar panels and accessories has a direct impact on the amount of electricity produced. The Company is aware of such facts and has provided the expert and personnel to take care on the preventive maintenance to keep the revenue of the company at the highest level. 1.5 Risk on the raw materials for the biomass power plants Power plants from biomass have risks on the price of raw materials, moisture content of the material as well as the management of the power plant to produce electricity consistently and efficiently, The Company has planned for the sourcing and management of raw materials as well as the machinery and equipment planning to reduce such risks. 2. Waste Management Business 2.1 Environmental Health Risks The landfill often creates a nuisance to the community at large. The Company's business is based on a commitment to not causing pollution to the public by sorting before burial. General waste is collected by the municipal garbage truck and onto the sorting process. Garbage that can not be put to good use will be taken to the landfill for natural degradation. The Company also arranges a deodorization so not to create a nuisance as well as planting trees for the sake of asteticity and good environment. 2.2 Risks on Fire Methane which occurs is a good fuel. When the heat builds up, it will be autoigniting and a cause of fire on the landfill. Fire on the landfill can be seen around the world even in the US or the UK which have better measure and landfill technology than Thailand. However, the Company has provided a surveillance team to monitor at all times and has a pond in the project area for safety sake. 3. Risks on Corruption The Company provides an assessment of risks on corruption that may occur in the organization in order to comply with its intention to be a part of the anti-corruption alliances. The Company has set policies and procedures which has been approved by the resolution of the Board and has communicated as a guideline to all employees as well as setting the process for the procurement and disbursement to ensure that such policies are followed strictly. Page 37

Securities and Shareholder Information

Annual Report 2014

1. Registered Capital and Paid-up Capital 1.1 Securities of the Company As at December 31, 2014, the Company has registered capital of 1,990,090,044 Baht (One Thousand Nine Hundred and Ninety Million Ninety Thousand and Forty Four Baht) divided into ordinary shares of 1,990,090,044 shares (One Thousand Nine Hundred and Ninety Million Ninety Thousand and Forty Four Shares) with paid up capital of 1,563,953,734 Baht (One Thousand Five Hundred and Sixty-three Million Nine Hundred and Fifty-three Thousand Seven Hundred and Thirty-four Baht only) divided into ordinary shares of 1,563,953,734 shares (One thousand Five hundred and Sixty-three Million Nine Hundred Fifty-three Thousand Seven Hundred and Thirty-four Shares) at a par value of 1 Baht (one Baht) For 2015 as at March 6, 2015, the Company has registered capital of 1,990,090,044 Baht (One Thousand Nine Hundred and Ninety Million Ninety Nine Thousand and Forty Four Thousand Baht) divided into ordinary shares of 1,990,090,044 shares (One Thousand Nine Hundred and Ninety Million Ninety Thousand and Forty Four Shares) with a paid up capital of 1,736,614,503 Baht (One Thousand Seven Hundred and Thirty Six Million Six Hundred Fourteen Thousand Five Hundred and Three Baht), divided into 1,736,614,503 shares of common stock (One Thousand Seven Hundred and Thirty Six Million Six Hundred Fourteen Thousand Five Hundred and Three Shares) at a par value of 1 Baht (one Baht) 1.2 Warrants to purchase common shares of the Company The Company has issued and offered warrants to purchase common shares of the Company the first time -IFECW-1, amount not exceeding 458,766,911 units to the existing shareholders in proportion to the shareholding on February 24, 2015. The Warrant holders can exercise the right to purchase shares of the Company as follows: the Exercise No. 1 on the last day of November 2014 (November 28, 2014) the Exercise No. 2 on the last day of November 2015 and the last Execise on the day the Warrants reach 3 years (February 23, 2017). If such days do not fall on the workday of the Company, the execise date would be moved to the preceding date of the exercise. As at December 31, 2014, the Company had outstanding warrants of 172,470,570 units.

Page 38

Securities and Shareholder Information

Annual Report 2014

2. Shareholders 2.1 List of major shareholders

List of top 10 shareholders as of the closing date of the share on December 30, 2014 are as follows: No.

Name

Percentage of shares paid

1 2 3 4 5 6 7 8 9 10

Mr. Wichai Thavornwattanayong Mr.Apisak Theppadungporn Mr. Amornwat Thirakritporn Mrs. Kanokwan Pornsapanant Mr. Nares Ngam-Apichon Mr. Narong Techachaiwong Mr.Jikun Zhou Mr. Thawee Kullertprasert Mr. Anant Tantasirint Mrs. Prapaporn Choengwiwatkit

104,977,674 68,700,420 58,800,000 51,740,000 50,000,000 29,823,209 24,000,000 18,412,400 15,800,000 15,602,050

6.712 4.393 3.76 3.308 3.197 1.907 1.535 1.177 1.01 0.998

2.2 Shareholder Information of the subsidiaries

No.

â&#x20AC;˘ The Company holds directly (1) Inter Far East Energy Co., Ltd. (IFEE) , a subsidiary that the Company holds 100% shares Names and shareholding as at December 31, 2014 Name Shares Percentage of shares paid

Inter Far East Engineering Public Company Limited

3 other minority shareholders

No.

34,999,997

100.00

Less than 0.01

(2) Sun Park Co., Ltd. (SP), a subsidiary that the Company holds 100% shares Names and shareholding as at December 31, 2014 Name Shares

Inter Far East Engineering Public Company Limited

3 other minority shareholders

Percentage of shares paid

299,997

100.00

Less than 0.01

Page 39

Securities and Shareholder Information No.

(3) Sun Park 2 Co., Ltd. (SP2) a subsidiary that the Company holds 100% shares Names and shareholding as at December 31, 2014 Name Shares

Inter Far East Engineering Public Company Limited

4 other minority shareholders

No.

Inter Far East Engineering Public Company Limited

4 other minority shareholders

Inter Far East Engineering Public Company Limited

Mr. Sumet Suthapukti

2 other minority shareholders

Inter Far East Engineering Public Company Limited

14 other minority shareholders

Inter Far East Engineering Public Company Limited

2 other minority shareholders

Less than 0.01

199,996

100.00

Less than 0.01

Percentage of shares paid

1,799,998

80.00

450,000

20.00

Less than 0.01

5,999,986

100.00

Less than 0.01

Percentage of shares paid

776,998

100.00

Less than 0.01

(8) Green Energy Technology In (Thailand) Co., Ltd. (GE), a subsidiary that the Company holds 100% shares Names and shareholding as at January 5, 2014 Name Shares Percentage of shares paid

Inter Far East Engineering Public Company Limited

2 other minority shareholders

Page 40

(7) ISEnergy Co., Ltd. (IS), a subsidiary that the Company holds 100% shares Names and shareholding as at December 31, 2014 Name Shares

No.

100.00

(6) Scan Inter Far East Energy Co., Ltd. (SFEE), a subsidiary that the Company holds 100% shares Names and shareholding as at December 31, 2014 Name Shares Percentage of shares paid

No.

419,996

(5) Green Growth Co., Ltd. (GG) , a subsidiary that the Company holds 80% shares Names and shareholding as at December 31, 2014 Name Shares

No.

Percentage of shares paid

(4) V.O. Net Biodiesel Asia Co., Ltd. (VON), a subsidiary that the Company holds 100% shares Names and shareholding as at December 31, 2014 Name Shares Percentage of shares paid

No.

Annual Report 2014

434,998

100.00

Less than 0.01

Securities and Shareholder Information

No.

(9) J.P. Solar Power Co., Ltd. (JP), a subsidiary that the Company holds 100% shares Names and shareholding as at January 5, 2015 Name Shares Percentage of shares paid

Inter Far East Engineering Public Company Limited

2 other minority shareholders

No. 1

No.

Inter Far East Engineering Public Company Limite

100.00

Less than 0.01

1,000

100.00

(11) Wang Karn Ka Rung Roj Co., Ltd. (“WR”), a subsidiary that the Company holds 100% shares Names and shareholding as at January 14, 2015 Name Shares Percentage of shares paid Inter Far East Engineering Public Company Limited

6 other minority shareholders

299,994

100.00

Less than 0.01

(12) C R Solar Co., Ltd. (CR), a subsidiary that the Company holds 100% shares Names and shareholding as at February 12, 2015 Name Shares

Inter Far East Engineering Public Company Limited

5 other minority shareholders

No.

79,998

(10) IFEC (Cambodia) Co., Ltd. (IFEC-C), a subsidiary that the Company holds 100% shares Names and shareholding as at December 31, 2014 Name Shares Percentage of shares paid

No.

Annual Report 2014

Percentage of shares paid

1,299,995

100.00

Less than 0.01

• Inter Far East Energy Co., Ltd. (IFEE) is the shareholder. (13) Clean City Co., Ltd. (CC) is a subsidiary of Inter Far East Energy Co., Ltd. which is a Company's subsidiary. Names and shareholding as at December 31, 2014 Name Shares Percentage of shares paid

Inter Far East Energy Co., Ltd.

699,998

100.00

2 other minority shareholders

Less than 0.01

No.

(14) True Energy Power Lop Buri Co., Ltd. (TEPL) is a subsidiary of Inter Far East Energy Co., Ltd. which is a Company's subsidiary. Names and shareholding as at January 16, 2015. Name Shares Percentage of shares paid

Inter Far East Energy Co., Ltd.

1,799,998

100.00

2 other minority shareholders

Less than 0.01

Page 41

Dividend Policy

Annual Report 2014

The Company's dividend policy The Company has the following dividend policy: "We have a policy in paying dividends at a rate of about 50% of net profit after tax and legal reserve for each year of consolidation. The payment will be made the following year. However, the dividend payment will be based on cash flow, investment obligation of the company including the need and appropriateness in the future." Such dividends will depend on the investment plan, the necessity and appropriateness in the future. When the Board has approved the payment of dividend for the year, it will be presented for approval at the AGM. Except for the interim dividend, after the approval of the Board, it will be reported to the meeting of shareholders in the next meeting. Dividend policy of the subsidiaries Each subsidairy will consider paying dividends from its remaining cash flow. If the cash flow of the subsidiary is adequate and has set aside under the law, such subsidiary will consider paying dividend on a case by case basis. However, only 2 of the subsidiaries are exempt: Sun Park Co., Ltd. (SP) and Sun Park 2 Co., Ltd. (SP2) that have loan conditions with a financial institution and dividends to shareholders are not allowed while there are credit facilities without the consent of the bank. Dividend payout in the past 2010 Year / Items Net profit per share (Baht) Dividen/share Dividend Payout Ratio (%) Dividen (Million Baht) Net Profet (Million Baht) Number of ordinary shares (million shares)

2011

2012

2013

2014*

Separate Financial Separate Financial Separate Financial Separate Financial Separate Financial Statements Statements Statements Statements Statements 0.26 0.14 55% 55.26 100.99 394.94

0.19 0.25 134% 101.02 75.32 407.79

0.42 0.25 60% 101.92 168.71 407.79

0.22 0.06 54% 55.04 102.84 917.53

0.18 0.06 61% 104.26 172.29 1,737.73

* Remarks: On March 6, 2015, The Board of Directors has agreed to approve the payment of dividend for the year 2014 and brought it to the 2015 General Meeting of Shareholders on April 30, 2015 for consideration and approval.

Page 42

Management Structure

Annual Report 2014

Organization Chart Inter Far East Engineering Company Limited

Board of Directors

Company Secretary

Secretary Office

Audit Committee

Internal Auditor

Executive Vice President, Business Development and Asset Management

Executive Committee

Legal Office

Nomination and Remuneration Committee

CEO

Executive Vice President, Administration

Executive Vice President, Accounting and Finance

Page 43

Management Structure

Annual Report 2014

The management structure of Inter Far East Engineering Public Company Limited as at 31 December 2014 comprises the Board of Directors who appoints sub-committees to scrutinize important matters namely: the Executive Committee, the Audit Committee and the Nomination and Remuneration Committee Composition of the Board of Directors The Board of Directors shall have the qualifications and not be prohibited under the Securities Act or the regulations of the Securities and Exchange Commission or the Public Limited Companies Act and is subject to the Company regulations set out below: • Having not less than 5 (five) directors and not less than one-half (1/2) must be residents in the Kingdom • A director must be natural person and (1) attains of majority (2) is not bankrupt, incompetent or quasi (3) not having been convicted by final judgment to imprisonment in the offense against property committed by fraud (4) not having been dismissed or removed from service or organization or agency of the state due to malpractice • In addition the Board of Directors of the Company shall be in accordance with the rules of the SEC as follows: (1) Having Independent Directors at least one-third of its members and not less than 3 members. (2) Having at least 3 members of the Audit Committee and must be independent. (3) At least 3 persons must be the members of the Audit Committee (to be appointed from the Board of the Company only) and at least 1 person must have knowledge and experience in reviewing the reliability of financial statements. At present the Board of Directors according to the Affidavit, Department of Business Development, Ministry of Commerce on December 31, 2014 comprises 9 Directors as follows: • 4 Non-executive directors (3 are independent directors) • 5 Executive directors As at December 31, 2014, there are 9 members of the Board of Directors as follows: No.

Name

Position

Date appointed as the Company's Director

Meeting attendance/Number of meetings

1 2 3 4 5 6 7 8 9

Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan Mr. Abhichart Arbhabhiram * Mr. Visit Ongpipattanakul * Mr. Chayot Vitayanonektavee * Mr. Champ Srichokchai Mr. Thanawat Chansuwan Mr. Suphanan Rittiphairoj Mr. Banchong Ornchunaga

Chairman Vice Chairman Director Director Director Director Director Director Director

30 May 2013 19 June 2013 19 July 2013 19 July 2013 21 January 2014 6 May2014 19 June2014 19 June2014 14 November 2014

21/21 21/21 21/21 21/21 14/21 11/21 8/21 8/21 1/21

Page 44

Management Structure

Annual Report 2014

In 2014, there were 4 directors who resigned from the Company, whose names are as follows: No. 1 2 3 4

Name

Position

Mr. Narong Dechachaiwong Mr. Suthep Dansiriviroj Mr. Damri Aimmanoj Mr. Prateep Wajeetongratana

Date appointed as Meeting the Company's Director attendance/Number of meetings 24 October 2014 6 June2014 6 June2014 14 November 2013

Chairman Director Director Director

12/21 6/21 9/21 -

Remarks 1. * Independent Director / Audit Committee 2. The Board of Directors Meeting No. 2/2014 held on 21 January 2014 has approved the appointment of Mr. Chayot Vitayanonektavee to be a director in place of Mr. Prateep Wajeetongrattana who resigned from being the Director. He would have the term of service equals to the remainder of the term of Mr. Prateep Wajeetongrattana. 3. The Board of Directors Meeting No. 10/2014 held on 21 January 2014 has approved the appointment of Mr. Champ Srichokchai to be a director in place of Mr. Sanan Siripanichsutha who resigned from being the Director. He would have the term of service equals to the remainder of the term of Mr. Sanan Siripanichsutha. 4. The Board of Directors Meeting No. 13/2014 held on 19 June 2014 has approved the appointment of Mr.Thanawat Chansuwanto be a director in place of Mr. Suthep Dansirivirote who resigned from being the Director. He would have the term of service equals to the remainder of the term of Mr. Suthep Dansirivirote. 5. The Board of Directors Meeting No. 13/2014 held on 19 June 2014 has approved the appointment of Mr. Supanant Rittipairote to be a director in place of Mr. Damri Aimmanote who resigned from being the Director. He would have the term of service equals to the remainder of the term of Mr. Damri Aimmanote. 6. The Board of Directors Meeting No. 20/2014 held on 14 November 2014 has approved the appointment of Mr. Banchong Ornchunaga to be adirector in place of Mr. Narong Techachaiwong who resigned from being the Director. He would have the term of service equals to the remainder of the term of Mr. Narong Techachaiwong.

Attending the training course for directors arranged by Thai Institute of Directors (IOD) Name 1. Mr. Wichai Thavornwattanayong 2. Mr. Sitthichai Pornsapanant 3. Mr.Abhichart Arbhabhirama 4. Mr. Visit Ongpipattanakul 5 Mr. Chayot Vitayanonektavee 6. Mr. Champ Srichokchai 7. Mr.Thanawat Chansuwan 8. Mr. Supanan Rittipairoj 9. Mr. Banjong Ornchunaga

Director Certification Program (DCP)

Financial Statements for Directors (FSD)

Successful Formulation Execution of Strategy (SFE)

Role of the Chairman Program (RCP)

/ /

Director Advanced Audit Committee Accreditation Program (AACP) Program (DAP)

/ /

Page 45

Management Structure Roles and Responsibilities of the Board of Directors 1. Setting policies and overseeing the operations of the Company to meet the objectives and regulations as well as the resolutions that are legal of the general meeting of shareholders. 2. Considering and approving what has been proposed by the Executive Committee, the Audit other committees. Committee and/or 3. Supervising the administration and management of the Executive Committee in accordance with the policy assigned. 4. Appointing the Executive Committee, the Audit Committee and/or other committees when necessary to manage any particular matter or the benefit of the Company. 5. Assigning one or more directors to act on behalf of the Board. 6. Determining and amendment of the authorized signatory. 7. Considering remuneration for directors under the approval of the shareholders. 8. Oversight and develop the risk management system, corporate governance and anti 9 corruption policy in compliance with the policies of the Company. 9. Being dedicated to the Company without seeking personal benefits or for any one and not doing any thing which is in conflict or compete with the interests of the Company. 10. Following the corporate governance and good practices for the directors of the listed companies based on the guidelines of the Stock Exchange of Thailand and the Securities and Exchange Commission. 11. Protect the interests of shareholders, both major and minor, fairly according to their rights. Directors who are authorized to sign on behalf of the Company As at December 31, 2014, the Director authorized to act on behalf of the Company according to the Affedavit is "Two directors acting jointly sign and affix the seal of the Company". The appointment and removal of Directors The appointment of directors must be transparent and clear. The Nomination and Remuneration Committee is to start recruiting and nominate individuals who are qualified to be elected as directors with resume for selection. The Nomination and Remuneration Committee will nominate the list to the Board of Directors and to be presented at the shareholders' meeting to vote for the appointment of a Director. Criteria for appointment that conform to the regulations of the Company are as follows: • In every annual general meeting, the directors shall retire from office one-third (1/3) of the body. If the number of directors cannot be divided into three (3) parts, then the number nearest to one-third (1/3) shall be adopted. • Directors who will retire in the first year and the second year after the Company being listed would cast a lot to get the retirees. For the following years, the director who serves the office for the longer time would retire.

Annual Report 2014 • The meeting of the shareholders shall vote by the following rules and procedures (1) Each shareholder has one vote or one share one vote. (2) Each shareholder must use all of his voting rights according to (1) to elect one or more persons as directors but cannot divide the vote more or less to anyone. (3) The persons who receive most votes by order will be elected as directors equivalent to the number of directors to be elected at that meeting of shareholders. In the case of the persons who have been elected in descending order receive equal votes more than the number of directors to be elected at that meeting of shareholders, the Chairman shall have the casting vote. In the case of removal of Directors • In addition to retire by rotation, directors shall retire from office when (1) Dead (2) Resign (3) Disqualified or prohibited under the laws or this regulation. (4) The shareholders vote (5) The court orders of discharge • If any director resigns, he shall submit a letter of resignation to the Company. The resignation is effective from the date of his resignation to the Company. • In the case of Director's vacancy due to reasons other than retirement by rotation, the Committee shall select a person who is qualified and not prohibited by law to be the Director in the next Board Meeting unless the period of Director is less than two (2) months. The person to be such Director shall be in office only for the remaining term of the director whom he replaces. Resolution of the Board under paragraph 1 shall consist of not less than three-fourths (3/4) of the directors remaining. The shareholders' meeting may vote any director to leave the office before the term by the vote of not less than three-fourths (3/4) of the total number of shareholders at the meeting with voting rights and shares amounting to not less than one-half of the number of shares held. The shareholders present at the meeting are entitled to vote. The Board of Directors of Subsidiaries 1.1 Inter Far East Energy Co., Ltd. (IFEE) Comprising of 2 Directors namely: No 1 2

Page 46

Name Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan

Directors authorized to sign on behalf of the Company: “Two directors acting jointly sign and affix the seal of the Company”

Position Director Director

Management Structure

Annual Report 2014 1.8 J.P. Solar Power Co., Ltd. (JP) Comprising of 2 Directors namely:

1.2 Sun Park Co., Ltd. (SP) Comprising of 2 Directors namely: No 1 2

Name Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan

Position

Director Director

1 2

1.3 Sun Park 2 Co., Ltd. (SP2) Comprising of 2 Directors namely:

1 2

Name Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan

Position Director Director

Director authorized to sign on behalf of the Company: “One director acting sign and affix the seal of the Company”

1 2

Name Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan

Position Director Director

Director authorized to sign on behalf of the Company: “One director acting sign and affix the seal of the Company”

1 2

Name Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan

Position Director Director

1.6 Green Growth Co., Ltd. (GG) Comprising of 3 Directors namely:

1 2 3

Name Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan Mr. Sumet Suttapukti

Position Director Director Director

Director authorized to sign on behalf of the Company: “One director acting sign and affix the seal of the Company”

1.7 Green Energy Technology In (Thailand) Co., Ltd. (GE) Comprising of 2 Directors namely: No 1 2

Name Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan

Director authorized to sign on behalf of the Company: “One director acting sign and affix the seal of the Company”

1.9 Clean City Co., Ltd. (JP) Comprising of 2 Directors namely: No 1 2

Name

Position

Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan

Director Director

1.10 ISEnergy Co., Ltd. (IS) Comprising of 2 Directors namely: No 1 2

Name

Position

Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan

Director Director

1.11 IFEC (Cambodia)Co., Ltd. (IFEC-C) Comprising of 3 Directors namely: No 1 2 3

Director authorized to sign on behalf of the Company: “One director acting sign and affix the seal of the Company”

Director Director

Director authorized to sign on behalf of the Company: “One director acting sign and affix the seal of the Company”

1.5 Scan Inter Far East Energy Co., Ltd. (SFEE) Comprising of 2 Directors namely: No

Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan

Director authorized to sign on behalf of the Company: “One director acting sign and affix the seal of the Company”

1.4 V.O. Net Biodiesel Asia Co., Ltd. (VON) Comprising of 2 Directors namely: No

Position

Director authorized to sign on behalf of the Company: “One director acting sign and affix the seal of the Company”

Name

Position

Mr. Wichai Thavornwattanayong Mr. Thanawat Chansuwan Mr. Suphanan Rittiphairoj

Director Director Director

Director authorized to sign on behalf of the Company: “One director acting sign and affix the seal of the Company”

1.12 Wang Karn Ka Rung Roj Co., Ltd. (WR) Comprising of 2 Directors namely: No 1 2

Name

Position

Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan

Director Director

Director authorized to sign on behalf of the Company: “One director acting sign and affix the seal of the Company”

Position Director Director

Page 47

Management Structure 1.13 True Energy Power Lopburi Co., Ltd. (TEPL) Comprising of 2 Directors namely: No Name 1 2

Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan

Director authorized to sign on behalf of the Company: “One director acting sign and affix the seal of the Company”

Annual Report 2014

Position Director Director

1.14 C R Solar Co., Ltd. (CR) Comprising of 2 Directors namely: No Name 1 2

Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan

Position Director Director

Director authorized to sign on behalf of the Company: “One director acting sign and affix the seal of the Company”

Executive Committee List of Executive Committee as at December 31, 2014 No 1 2 3 4

Name Mr. Wichai Thavornwattanayong Mr. Sitthichai Pornsupanan Mr. Thanawat Chansuwan Mr. Suphanan Rittiphairoj

Position Executive Chairman Vice Executive Chairman and Chief Executive Officer Executive Director and Deputy Chief Executive Officer, Administration Executive Director and Deputy Chief Executive Officer, Business Development and Asset Management Executive Director and Deputy Chief Executive Officer, Accounting - Finance Executive Director

5 Mrs. Dharini Wattanadhirach 6 Mr. Champ Srichokchai Roles and Responsibility of the Executive Committee 1. The Executive Committee is responsible for setting procedures or action plans in accordance with the objectives of the Company for the management to implement in the way that complies with the regulations, policies or orders of the Board. 2. Setting the vision, strategy and direction of the business, goals, operating plan and screening the budget for the management of the Company and its subsidiaries and present to the Board for approval. 3. Monitoring policy implementation and guidelines for the management of the Company in line with the assignment from the Board. 4. To give approval for some certain cases for the business of the Company and its subsidiaries within the limit or the annual budget as approved by the Board and has the power to perform as scheduled and report the approval of such a case to the Board at the next meeting after the approval date. In any action as discussed above, the Executive Committee has the authority to approve the expenses or purchasing or hiring or renting or lease related to the operation and investment of the Company and its subsidiaries as related to the business, the support and approval of the lending or requesting for credit with a financial institution in normal transactions of the Company and its subsidiaries. Approval of the loan or lending to subsidiaries can be given at the amount not exceeding 100 million Baht. 5. The Executive Committee may appoint a working group and/or any other person in order to scrutinize the presentation that will be submitted to the Executive Committee, or to carry out any work which will benefit the performance of the Executive Committee, or to take any action as assigned by the Executive Committee within the scope of its authority. 6. To review and propose a framework for risk management to the Board of Directors for approval. 7. To review and approve of the Risk Appetite and present to the Board for acknowledgment. 8. To oversee the development and implementation of the policy and the framework of risk management so that the Company would have an effective system of risk management throughout the organization and practice consistently. 9. To review the risk management report in order to monitor significant risks and take steps to ensure that the Company's managing risks is adequate and appropriate. 10. To report of the Board of Directors regarding the risks and managing significant risks regularly. 11. To advise and consult with the Risk Management Committee and/or related units as well as considering the appropriate way to amend the information related to the development of risk management. 12. To consider the appointment of a sub-committee and/or additional personnel, or a replacement in the risk management working team and/or related units related as appropriate including roles and responsibilities for administrative purposes. 13. To perform other actions on risk management and tasks against corruption as assigned by the Board.

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Management Structure

Annual Report 2014

Independent/Audit Committee List of Independent/Audit Committee as at December 31, 2014 No

Name

1 2 3 4

Mr.Abhichart Arbhabhirom Mr. Visit Ongpipattanakul Mr. Chayot Vitayanonektavee Mrs. Dharini Wattanadhirach

Position Chairman of the Audit Committee Audit Committee Audit Committee Secretary of the Audit Committee

Roles and Responsibility of the Independent/Audit Committee The Audit Committee has duties against corruption and other tasks as assigned by the Board as follows: 1. To review that the Company has financial reporting that is accurate and adequate. 2. To review that the Company's internal control and internal audit is appropriate and effective and to consider the independence of internal audit function as well as giving approval of the appointment or dismissal of the head of internal audit or other units responsible for the internal audit. 3. To review that the Company complies with the laws on securities and the Stock Exchange that relate to the Company's business. 4. Considering the nomination of an independent person to act as auditor of the Company and offer theremuneration for such persons including a meeting with the auditor without management participants at least once a year. 5. Considering the connected transactions or transactions that may have conflicts of interest to be in accordance with the laws and regulations of the Stock Exchange to ensure that such transactions are reasonable and beneficial to the Company. 6. To disclose a report of the Audit Committee Committee in the Company's annual report this has to be signed by the Chairman of the Audit Committee and shall include at least the following: (a) Opinion about accuracy, completeness and reliability of the financial statements of the Company. (b) Comments on the adequacy of the system of internal control. (c) Opinion on compliance with the law on Securities and the Stock Exchange, requirements of the Stock Exchange or laws relating to the Company's business. (d) Opinion on the suitability of the auditor. (e) Opinion on transaction that may have a conflict of interest. (f) Number of the meetings of the Audit Committee and the attendance of each Audit Committee's member or observation that the Audit Committee has recieved from performing the duties by the Charter. (g) Other issues that the shareholders and investors should be aware of under the roles and responsibilities as assigned by the Board of Directors. 7. Perform any other duties as the Board assigned with the approval by the Audit Committee. 8. In performing the duties of Audit Committee, if there is found or suspected of transaction or action below which may impact significantly on the financial position and the performance of theCompany, the Audit Committee must report to the Board for improvement within the timeframe the Audit Committee deems appropriate: (1) List the conflicts of interest (2) Fraud or irregularity or a significant deficiency in internal control. (3) Violation of the Securities and the Stock Exchange, requirements of the Stock Exchange or laws relating to the Company's business. If the Board or the executive fails to make a rectification within time according to the first paragraph, the Audit Committee may report that there is one item or action according to the first paragraph to the Securities and Exchange Commission or the Stock Exchange.

Page 49

Management Structure

Annual Report 2014

Nomination and Remuneration Committee List of the Nomination and Remuneration Committee as at December 31, 2014 No 1 2 3

Name Mr.Abhichart Arbhabhirom Mr. Sitthichai Pornsapanant Mr. Chayot Vitayanonektavee

Position Chairman of the Nomination and Remuneration Comittee Member of the Nomination and Remuneration Committee Member of the Nomination and Remuneration Committee

Roles and Responsibility of the Nomination and Remuneration Committee 1. Setting policies, rules, procedures for recruitment and remuneration as well as other benefits of Directors and Senior Executives. 2. Recommending overall policy for determining the remuneration and other benefits of the Company. 3. Selection and nomination of the qualified candidates to the position of director including members of the subcommittees for submission to the the Board. 4. Reviewing the structure, size and composition of the Board of Directors as well as providing feedback if there is a need to change to the Board. 5. Establishing the guidelines for evaluating the performance of the Board of Directors annually with regard to the responsibilities and risks that arise.

Executives As at December 31, 2014 The Company has 4 executives namely: No

Name

1 2 3 4

Mr. Sitthichai Pornsapanant Mr.Thanawat Chansuwan Mr. Suphanan Rittiphairoj Mrs. Dharini Wattanadhirach

Position Chief Executive Officer Deputy Chief Executive Officer, Administration Deputy Chief Executive Officer, Business Development and Asset Management Deputy Chief Executive Officer, Accounting - Finance

Duties and responsibilities of the Chief Executive Officer (CEO) are as follows: 1. To supervise the implementation of the general affairs or general management in order to achieve the objectives which is subject to regulations with regard to the normal business operations of the Company. 2. Monitoring, overseeing policies and plans so the management will act according to what the Board or the Executive Committee has assigned including the budget that was already approved by the Board and/or the Executives to ensure its completion. 3. Having the authority to issue order, regulations, announcement and memorandum so that the operation will be compliance with the policies and the interests of the Company and to maintain work discipline in the organization. 4. Perform other missions as the Board of Directors or Executive. Committee assigned. 5. Having authority to proceed with juristic act with any binding contract or that of non-normality of the business in an amount not exceeding 10 million Baht. The approval the CEO of the above does not include the approval that the CEO has a conflict of interest or may have a conflict of interest in any manner with the Company and/or its subsidiaries including items that are required to seek the approval of the shareholders in doing connected transactions and the acquisition or disposition of assets of the Company and/or its subsidiaries in order to comply with the requirements of the Stock Exchange.

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Management Structure

Annual Report 2014

Duties and responsibilities of the Deputy Chief Executive Officer, Administration 1. Internal administration of the Company and subsidiaries including the appointment, hiring or dismissal, determining the remuneration and staff welfare to fit in the tradition and compliance with laws such as Labour Protection Act for the positions lower than manager level. This includes the authority to punish employees by issuing orders with a verbal warning. Or in writing probate cuts proposed for the termination and eviction. 2. Authority to appoint a working group to the operation or management of the Company and subsidiaries. 3. Assess the readiness of people to be consistent with the strategy of the Company and subsidiaries. Plan to create the availability of manpower by staff development or recruiting to prepare for the replacement of the resigned person. Develop recruitment plan and training of staff in advance as well as selection, evaluation and assessment of potential employees to determine the suitability together with using the tool and assessment to analyze the capacity of the employees. 4. Approve or acknowledge other matters relating to the management of the Company and subsidiaries that are necessary or expedient as urgent to resolve the problem which if not would cause the damage to the Company and subsidiaries and to report to the CEO or the Executive Committee or the Board of Directors. 5. Have the power to scrutinize or approve the hiring of a consultant and the procurement according to rules and regulations of the Company and subsidiaries. 6. Manage, supervise and coordinate the adminstration, personnel and welfare, the procurement of equipment, office management i.e. the buildings and vehicles, etc. This shall also apply to other tasks within the organization related to management of the Company and subsidiaries. 7. Approval of investment expenditures and expenditure involved in management positions under the command or announcement of both the Company and subsidiaries. 8. Authority to take any action under the management framework within the organization both the Company and subsidiaries in order to comply with the order or announcement as assigned by the Company. 9. Carried out by order of the Board, the Executive Committee, the Executive Chairman and the CEO as assigned. Duties and responsibilities of the Deputy Chief Executive Officer, Accounting - Finance 1. Consider annual budget allocation including control spending, the Company and subsidiaries' annual budget. 2. Scrutinize or approve the cost of the normal operation of the business of the Company and subsidiaries, financial transactions, improvement and debt write-offs as authorized,including approval of major investment costs set out in the annual budget as assigned by the Executive Committee or the Board. Consider borrowing, the provision of credit facilities, or the loan of the Company and its subsidiaries within the prescribed limits and present to the Executive Committee or the Board for approval. 3. Implement the instructions and follow up with the important tasks of the Board, the Executive Committee, the Executive Chairman and the CEO as assigned. 4. Approve or acknowledge other matters relating to the management of the Company and subsidiaries that are necessary or expedient as urgent to resolve the problem which if not would cause the damage to the Company and subsidiaries and to report to the CEO or the Executive Committee or the Board of Directors. 5. Establish policies and proposed guideline to management of risk relating to the business of the Company and its subsidiaries appropriately and effectively. 6. Set the target, strategies, work plans, implementing procedures of finance and accounting based on the mission and goals of the Company. 7. Control all functions in Finance and Accounting, budgeting for expenditure and the budget allocation to departments. 8. Preparation of the financial and accounting information systems into the computer system with departments involved. 9. Control balance - paid account of the Company and subsidiaries. 10. Control the financial management of Company and its subsidiaries effectively. 11. Documentation showing the financial position of the Company and subsidiaries to the Executive Committee or Executive Director for acknowledgement. 12. Overseeing the preparation of financial statements as well as the performance of the Company according to various related criteria. Duties and responsibilities of the Deputy Chief Executive Officer, Business Development and Asset Management 1. Management, oversight and coordination relating to the asset management and business development. 2. Supervise the staff in their departments. 3. Propose the transfer, appoint subordinates in their departments and suggest for salary increase/bonus to the Deputy Chief Executive Officer, Administration for the approval of the CEO. 4. Approval of investment expenditures and expenditure involved in management positions under the command or announcement of both the Company and subsidiaries. 5. Implement the instructions of the Board, the Executive Committee, the Executive Chairman and the CEO as assigned. Company Secretary The Board of Directors appoints the Company Secretary under section 89/15 of the Securities Exchange Act B.E. 2535 and the Amendment to prepare and storage of important documents of the Company as follows: 1. Director registration. 2. Notice of Meeting for the Board of Directors, the minutes of the Board's meeting, the Company's annual report, Notice of Meeting of Shareholders and Shareholders' meeting report. 3. Storage of the report on conflicts of interest as reported by the directors or executives of the Company. 4. Other operations according to the Capital Market Supervisory Board as defined in the Law on Securities and Stock Exchange. In 2014, the Board of Directors has appointed the Company Secretary. Details are as follows: â&#x20AC;˘ The Board of Directors Meeting No. 3/2014 held on 29 January 2014 has unanimously appointed Mr. Thanawat Chansuwan as the Company Secretary with effect from January 29, 2014 onwards.

Page 51

Management Structure

Annual Report 2014

The remuneration of the Directors and Executives In 2014, the remuneration of the Board of Directors and Executives has been carefully considered by the Board of Directors based on the same industry with the Company as well as business expansion. Details of the remuneration of directors and executives are as follows: Remuneration of Directors and various committees for the year 2014 Remuneration Name of Directors Board of Directors Audit Committee

Meeting Fee (@15,000 Baht)

Total Remuneration (Baht)

1. Mr. Wichai Thavornwattanayong 315,000.00 315,000.00 2. Mr. Sitthichai Pornsupanan 315,000.00 315,000.00 3. Mr.Abhichart Arbhabhirama* 120,000.00 80,000.00 315,000.00 515,000.00 4. Mr. Visit Ongpipattanakul ** 100,000.00 80,000.00 315,000.00 495,000.00 5. Mr. Chayot Vitayanonektavee ** 100,000.00 80,000.00 210,000.00 390,000.00 6. Mr. Champ Srichokchai 165,000.00 165,000.00 7.Mr. Thanawat Chansuwan 120,000.00 120,000.00 8.Mr. Suphanan Rittiphairoj 120,000.00 120,000.00 9.Mr. Banjong Ornchunaga 5,714.00 15,000.00 20,714.00 10. Mr. Narong Dechachaiwong 180,000.00 180,000.00 11. Mr. Suthep Dansiriviroj 90,000.00 90,000.00 12.Mr. Damri Aimmanoj 135,000.00 135,000.00 Total 325,714.00 240,000.00 2,295,000.00 2,860,714.00 Remarks 1. * Chairman of the Audit Committee ** Audit Committee 2. Meeting Fees for the Executive Committee, the Audit Committee and the Nomination and Remuneration Committee in 2014: -None3. Directors number 1-2 and 7-8 respectively are the executives of the Company and subsidiaries without receiving compensation as the directors of the Company and subsidiaries. 4. Remuneration to the Nomination and Remuneration Committee in 2014: -None5. Remuneration to the Executives of the Compay in 2014: 19 persons; The Company and its subsidiaries have paid the remuneration totaling 26,363,500.00 Baht consist of salary and bonus for the year 2014. Other remuneration In 2014, the Company established the Employees Provident Fund in accordance with the Provident Fund Act B.E. Employees are eligible to apply for membership of the fund. The employees pay on a monthly basis at a rate of 3% and the Company pays for the contribution of 3%. Theemployees will have such benefits upon termination of employment, unless terminated without compensation. This fund is managed by MFC Asset Management Fund Public Company Limited. Personnel Qualified personnel are a key resource for the growth of the Company. The Company thus seeks to provide its employees to be developed in conjunction with the technology to provide advanced knowledge and participation in the development of the Company, social and environmental sustainability. Employee compensation As at December 31, 2014, the Company and its subsidiaries employ total remaining 118 people after the transfer of 337 staff to the Buyer of the sale and lease the copier business. In addition to the compensation in the form of salaries, overtime pay, social security and other benefits, the employees are also the beneficiaries of the provident fund which consists of the payment from the employees on a monthly basis at a rate of 3% and the Company pays the contributions at the rate of 3% as detailed in the section "Other remuneration" above. Such Provident Fund has been transferred to the Buyer of the sale and lease copiers business who received the transfer of the employees from July 1, 2014. In 2015, the Company has established a provident fund for the employees managed by TISCO Asset Management Ltd. consists of the employees' monthly rate of 5% and the Company pays the contributions at the rate of 5%. Significant labor disputes in the past 3 years -NoneHuman resource development With the objective to develop the capacity of staff, the Company has the policy to allow the employees participate in plnning in accordance with the Company's goals to formulate a business plan and budget in the same direction as well as to enhance employees' attitude, having participation in the development of the Company coupled with responsibility to Social, Community and Environment. (Corporate Social Responsibility) In addition, the Company also adheres to Corporate Governance, Anti-Corruption as the framework for all executive and staff to practice as well. Developing the competencies of the employees, in addition to on the job training, the Company also provides training sessions as necessary such as the changing accounting standards and the training on systems and technologies. To enable the business be of quality, the Company provides various training sessions to the management and staff on ISO 9001: 2008 and its application to the Company's business as well as implementing of quality documentation and the processes needed for the quality management system to be able to achieve the goals and improve the processes continuously. Now in the process of being audited by the Auditor of ISO 9001:2008

Page 52

Corporate Governance

Annual Report 2014

Good Corporate Governance The Board has determined that good corporate governance is an important policy of the Company. The Company will strive to adhere to the principles of good governance towards international standards for the benefit of all stakeholders. The Company has opened the opportunity for the stakeholders to recommend and give suggestions through the website: www.ifec.co.th, under Investor Relations. All recommendations will be collected and screened and forwarded to the Board of the Directors. The Company is poised to be an efficient organization that has good corporate governance and management as well as morality in conducting the business without corruption, being transparent and accountable according to the objectives of good governance. The Company has made various policies such as the Good Corporate Governance policy, Ethics and Conducts policy, for the Company and its subsidiaries, including Anti Coruption policy and Code of Conduct policy (for directors, executives and employees), etc. The Company has presented the above policies to the Board for approval and has the directors, executives and employees sign the acknowledgment and practice accordingly. The Board has also passed such policies to other committees to sign the acknowledgement and adhere to them as well. Policy on Corporate Governance The Company has always recognizd the importance of corporate governance practices coupled with developing social and environmental sustainability as well as internal control and internal audit with adherance to integrity for stability and preventing conflict of interest. The Company has arranged sub-committees to assist in overseeing various aspects and handle significant risks to the Company and its subsidiaries i.e. the Audit Committee, the Executive Committee and the Nomination and Remuneration Committee. The Subcommittees will oversee the compliance with the vision, mission, goals and strategies of the Company and communicate the written and approved policy from the Board to all subsidiaries for execution in the same standard. Good corporate governance consists of the principles and practices that the Board, the executives and the employees would adhere to are as follows: 1. Rights of Shareholders The Company and the Board recognizes and respects the rights of all shareholders that each one has the rights as the owner and shall enjoy fundamental rights as shareholders equally in accordance with the Company's regulations and other related laws such as the right to propose an agenda prior to the meeting, the right to attend the meeting, the right to vote, the right for proxy appointment and the right to nominate persons to serve as a director to the Board at the General Meeting of Shareholders at the same time and so on. In addition, the Company is required to facilitate the shareholders of voting rights such as specify in the Notice of Meeting, determining the form of proxy that entitles the shareholder to direct the voting of proxies, the right to make important decisions that may affect the Company's capital increase, the trading or transfer of the whole or in parts, etc. Therefore, the shareholders meeting are regarded as an important forum for shareholders to express their opinions, ask questions and vote on decisions. The shareholders are entitled to attend the meeting with enough time for consideration and acknowledge the votes. The Company has set the annual general meeting of the shareholders be held once a year within 4 months after the end of each financial year and a special session must be approved in case there is an urgent need which is affecting or relating to the interests of shareholders or conditions or rules. The applicable law must be approved by the shareholders. The Company will call an extraordinary meeting on a case by case basis. Prior to the Meeting The Company has provided opportunities for the shareholders to propose the agenda to the General Meeting of Shareholders or the nomination of persons to be elected as director to the Board at the General Meeting at the same time. The Company has informed the SET for the proposed agenda that the shareholders have to send to the Company prior to the meeting. The shareholders can propose via the Company's website: www.ifec.co.th. In the meantime, the Company has also displayed the Notice of the Meeting with complete descriptions on the Company's website 30 days prior to the meeting and has delivered the Notice of the Meeting to all shareholders whose names appear in the registration book as of the book closing date. The Company has entrusted the Depository for Securities (Thailand) Co., Ltd. which is the share registrar of the Company to send the invitation letter to the shareholders 14 days before shareholders meeting and disclosed such on the Company's Web site: www.ifec.co.th, 30 days prior to the meeting so that the shareholders will be nitified and have enough time to prepare and study the information. The invitation letter to the shareholders meeting consists of a map of the venue, detailed information on each agenda, Annual Report, details of the directors and auditors, rules and regulations in connection with the meeting including documents for the meeting, documents used in appointing the proxy and clear proxy appointment as well as providing an independent director to act as proxy for the shareholders. If the shareholder wishes to appoint a proxy to attend the meeting, he can appoint any person or an independent director who has no interest in the meeting. In addition, the shareholders can also download the proxy form from the Company's web site. The Company has also announced the Notice of the Annual General Meeting of the Shareholders in the newspapers for at least 3 days and not less than 3 days 3 days before the meeting.

Page 53

Corporate Governance

Annual Report 2014

Date of the Meeting of the Shareholders The Company has provided the shareholders to register at least 1 hour prior to the meeting and has facilitated the shareholders such as site preparation by taking into account the convenience of shareholders to attend the meeting, arranged adequate staff for reception and registration with necessary technology to use in the meeting such as the votes counting program for each agenda including duty stamps to facilitate the shareholders who appoint the proxy, the notification of number/percentage of shareholders and the shareholder who are proxy as well as the clarification of the procedures for voting and vote counting to ensure transparency. The agenda will be arranged as specified in the Notice (no alternate agenda) or neither additional agenda other than that specified in the Notice of the Meeting as well as an opportunity for shareholders to participate in the meeting. The Company is happy to answer any questions that the shareholders want to know and listen to the suggestions for the benefit the company. In each meeting, the minutes will be recorded accurately and concluded with voting and the vote count. The previous shareholders meetings would include the Board of Directors, the Audit Committee, the Executive Committee and Senior Executives, the Auditors, Independent Financial Advisors, and Legal Advisors to monitor the vote in case of dispute in the meeting. The Board has given priority to the shareholders meeting by attending each meeting unless critical mission. In 2014, the Company held 3 shareholders meetings: the 2014 Annual General Meeting of the Shareholders on April 3, 2014, the Extraordinary General Meeting of Shareholders No. 1/2014 on June 3, 2014 and the Extraordinary General Meeting of Shareholders No. 2/2014 on October 24, 2014. In attendance were: the Chairman, the Audit Committee, the Risk Management Committee and the Senior Executives such as Chief Executive Officer, Chief Accountant - Financial, Independent Financial Advisors and Legal Advisors to monitor the vote in case of dispute in the meeting. After the Meeting After the meeting, the Company would announce the resolution of the General Meeting of the shareholders via the Stock Exchange of Thailand's information system on time as scheduledand can deliver the minutes of the meeting with complete significant points to the SET within 14 days after the meeting and has it published in the the Company's Web site: www.ifec.co.th within 14 days after the meeting. 2. Equitable Treatment of Shareholders The Company recognizes the importance of treating all shareholders fairly and equally with regard to the rights of each shareholder whether it is a major shareholder, a small shareholder, an institutional investor or foreign shareholder regardless the gender, age, race, nationality, religious belief or political opinion. 1. The Company has secured the rights of the shareholders and treated all shareholders equally with the preparation and disseminationo of the information both in Thailand and English. 2. The Company has provided the opportunity for the shareholders to propose the agenda of the General Meeting of Shareholders or to nominate persons to be elected to the Board of Directors at the General Meeting of Shareholders at the same time. The Company has informed the SET that the shareholders can send the agenda to the Company prior to the meeting via the Company's website: www.ifec.co.th. 3. If a shareholder can not attend the meeting because of inconvenience, the shareholders shall be entitled to appoint an Audit Committee or Independent Director or any other person to attend and vote on his behalf. The Company encourages the shareholders to use the proxy form by providingthe proxy forms both Form A, B and C as announced by the Department of Business Development, the Ministry of Commerce. The proxy who is legitimate and has filed a proxy statement shall have the right to attend and vote as the shareholders in all respects. The shareholders are entitled to receive the profile and the work information of each independent Director for consideration. 4. The Company has provided a ballot in every agenda if the shareholders oppose or abstentions. 5. For the appointment of director session, the Company will provide the voting for the shareholders to execise the right to appoint directors individually. The Board has taken measures to prevent directors, executives and employees from using insider information for the benefit of themselves or other persons which is unfair to other shareholders. The Company considers that the directors, executives and employees must be responsible to keep confidentiality strictly, in particular the information that is not made public and could impact the business or securities prices. The directors, executives and employees and those involved (spouses and minor children of the directors and executives) would not take advantage from their status in pursuit of their own interests and in doing business that competes with or related to the Company including not using inside information to their benefits in trading of the securities of the Company and not disclose confidential information to the competitors even after ceasing to be the directors, executives or employees of the Company. The Board has determined that the Board, the executives and the first 4 persons who hold the management positions down from the top level executive, all those in the same level of the fourth person, those hold the position higher than or equal Accounting and Finance Manager as well as the spouse and minor children must report on conflicts of interest, according to the Securities and Exchange Act B.E. 2535 and Capital Market Supervisory Board Notification within 1 month from the date of appointment or within 1 month after the end of the quarter or when there are information changes from what have been reported recently. The Company recognizes the importance on the transactions that may have conflict of interests or related items and will determine the prices and conditions as the transactions with third parties for the benefit of the Company as a whole.

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Corporate Governance

Annual Report 2014

3. Roles of Stakeholders The Company recognizes that the relationship and cooperation between the Company with all stakeholders whether the shareholders, directors, executives, employees, creditors, customers, partners as well as the local community and national level are factors that promote the Company to grow sustainably even though the needs and interests of each party are different. Therefore, in dealing with each other, a clear policy must be set to suit the requirements and each party must adhere to its responsibilities towards all related persons. The Company is committed to do its business with transparency, integrity and responsibility and taking into account the social and environment. Therefore, the Company has set the following policies and guidelines for many groups of stakeholders as follows: 1. Dealing with shareholders • The Company recognizes the basic importance and respects the rights of all shareholders equally such as the right of ownership or the right to sell or transfer shares or the rights to be informed of the Company's information through various channels in a reasonable time, or the right to attend the shareholders meeting, the right to vote or the right to appoint a proxy to attend the meeting and vote or the right to be informed of the rules and how to participate in the meeting or the right to comment and ask questions at a meeting of shareholders or the right to appoint or removal of the Board or the right to vote for the appointment and remuneration of the Auditors or the right to receive dividends, and so on; so the disclosure of information would be transparent, fair and reliable. • Report to the shareholders of the status of the organization regularly, fully and truthfully as well as report the financial position of the Company and its subsidiaries regularly according to the international practice of capital markets both in the country and abroad. • Report to the shareholders of the future trends of the organization, both positive and negative with sufficient rationale. • The Company and subsidiaries has the policy to record all transaction with accuracy and completeness in accordance with Accounting Standards and applicable law through the examination of the internal auditors, the Audit Committee and the independent auditors. 2. Dealing with employees • The Company realizes that the employees are the driving force and a great asset to the Company. The Company is ready to support the development of all employees to be more competent by arranging them care and treatment equally and fairly such as healthcare programme with AIA Co., Ltd. At present, even the Company has changed its business with new management structure but we still remain committed to providing employees the savings for the future and continue to arrange a Provident Fund for the employees just like in the past. In 2015, the Company has selected TISCO Asset Management Co., Ltd. as the administrator of such fund. The employees would pay 5% into the fund and the Company makes another 5% contributions. In addition to the above benefits, the Company also arranges training and capacity development programs for the employees on a regular basis such as in-house training on quality system, sending the employees to attend the courses of the Institute of Directors of Thailand or of the SET to develop and enhance the performance of the employees. • Providing fair compensation to the employee. • Caring for the environment in the workplace. For the safety the lives and property of the employees. • Promotion and transfer of employees as well as reward and punishment is done in good faith and based on the efficacy and suitability of the employees. • Giving priority to the development of knowledge, talents and skills of the employees by providing the fair opportunity consistently. • Compliance with laws and regulations related to the employees strictly. 3. Dealing with customers • Delivering quality products that meet or exceed the expectations of our customers under fair conditions. • Maintaining the confidentiality of customer and not to use it for own benefit or related persons. • Responding quickly to customer needs and provide a system and a channel for customers to complaint about quality of the products and services effectively. 4. Dealing with suppliers and/or the creditors • Treating the customers and creditors equally and fairly on the basis of obtaining a fair return on both sides. • Compliance strictly with the contract or conditions as agreed. In case of non-compliance with any terms, the suppliers and/or the creditors must be informed immediately for mutually solving the problem. • In business negotiations, we would refrain from demanding or pay dishonest benefits from and to business partners and/or creditors. • If there is information about demand, receipt or payment of any dishonest benefits, the suppliers and/or creditors must be notified in order to quickly resolve the problem with justice. • Reporting financial information to the creditorsaccurately and on time. 5. Dealing with business competitors • Operating under the rules of the competition. • Not seeking confidential information of competitors by means of dishonest or improper method such as bribing the employees of competitors. • Not discredit the competitors by false accusation. • The Company intends to supply products and services with ethic and standards under the following principles:

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There is price contest among the bidders with proper and fair selection. There are criteria for assessing and selecting the customers. The contract forms are appropriate and of international standard. Having a system to manage and monitor compliance of the contract to ensure compliance with the terms of the agreement in its entirety in order to prevent fraud, misconduct at all stages of the procurement process. • The Company intends to develop and maintain a lasting relationship with partners who have a clear purpose on technical quality, product value and services that cater to the money value as well as mutual trust. • The Company never allows the directors and the employees to any personal gains from the partners. 6. Practices on safety, occupational health and environmental • Compliance with safety, occupational health and environmental laws. • Supporting and promoting the use of resources efficiently with measures on energy conservation as well as resource recovery process throughout the business processes. • Providing the system that focuses on the safety and sanitation in the workplace such as the protection of pollution that may occur during operation, arranging the workplace to be clean and sanitary for both the staffs and visitors would be safe from accidents and diseases. • The executives and employees must be taken seriously for all activities that will enhance the quality on occupational health and environment including compliance with the safety and environmentally conscious at all times. • Disclosing the relationship of the Company's operations associated with safety, occupational health and the environment and communicates to the employees and related persons continuously. 7. Social Responsibility, community and society • Being responsible and commitment to the preservation of the environment. As well as the local tradition that the organization is located. • Carrying out the activities for the society, community and environment that give the community a better life quality both on our own and in partnership with government and the community. • Preventing accidents and control of emissions to levels below acceptable standards. • Responding rapidly and effectively to events that have an impact on the environment and the community due to the operation of the company by cooperating fully with the authorities and related units. • Carrying out business activities that consider the benefits and sustainability of the community and society. • Promoting the involvement of the communities and civil organizations in attending the meeting, exchanging the ideas and cooperating with other units to develop the lives of the community regularly. • Setting up a plan and measure for prevention/correction in case of the environmental impact to the community as a result of the operations of the Company. • Arranging activities that contribute to the society with the involvement of the employees and encourage the employees to practice as good citizens with volunteering spirit. • Promoting religious and cultural, local customs and traditions preservation. Major disputes with stakeholders: The Company has no significant disputes with stakeholders. 4. Disclosure and Transparency The Company recognizes that the information in all aspect may affect the decision of investors and stakeholders. The Company thus discloses the information that is complete, adequate, reliable, timely and undistorted. Information disclosure is a measure of transparency in business and a major factor in building confidence among investors. The Company has given importance to information disclosure and increased channels to provide the information constantly and distributed to shareholders, investors, analysts and the general public through various channels such as arranging for Investor Relations Unit or personnel to be responsible the "Investor Relations", to communicate with investors and other parties involved. We also publish the information through the SET's channer as well as the Company's website. The Company is determined to do the following:

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1. Disclosing the information whether the financial and non-financial that is eliable and timely so the shareholders and stakeholders would receive the information equally according to the law and regulations of the Company. Preparing and updating the information on the website consistently and in an up-to-date manner to ensure that the shareholders will find the information for further consideration and contact with the department responsible for the information quickly and efficiently. 2. Giving the emphasis on relationship management with all stakeholders. Assignng the Investor Relations Department to publicize the information on the operation and performance of the Company for the benefit of the shareholders, investors, analysts, employees, and the public regularly and proactively. Promoting various channels of communication with investors, analysts and related people to allow them for inquiry and receive the information through the Road Show, meetings with investors and analysts, etc. 3. Preparing the balance sheet, profit and loss statement, the auditor's report and the Annual Report of the Board of Directors to be proposed to the Annual General Meeting of Shareholders for approval. 4. The annual report must present a review and outlook of the Company which is easily understood together with the Auditors report and the report on the necessary administration for various analyses. In addition to the financial report, there must also include the audit report, the attendance of directors and/or the sub-committees report by comparing with the number of meetings the Board of Directors and/or the sub-committees for each year. 5. The Board of Directors and the Executive Committee must report the change in shareholding of the Company according to the rules of the SEC. 5. Board Responsibilities The Company considers that the Board of Directors has a very important role in corporate governance to protect the best interests of the Company. Therefore, the Board is responsible for the operations of all the stakeholders, setting the policies, overseeing the management and operations to achieve the objective, policy and goals, vision, and independence in decision making based on the best interests of the Company and its shareholders, has the expertise and experience for the benefit of the Company, as well as being dedicated and devoted to fully perform the duties and responsibilities. The Board is appointed by the shareholders to oversee the operations of the Company, appointing the management to be responsible for the business, appointing the sub-committee to be responsible for specific assignments and appointing the auditor of the Company as well as the Company Secretary for the implementation of and compliance with the law as well as the Company's regulations. The Board has the authority to make decision and oversee the operation of the Company except the following matters that the Board must notify or get an approval from the meeting of the Shareholders before taking any action: 1. The matters required by the law to be approved by resolution of the shareholders' meeting. 2. The business of the same nature and in competition with the business of the Company. 3. Connected Transaction or the acquisition or disposition of assets of the Company or its subsidiaries to comply with the rules and procedures of the Capital Market Commission and regulations of the Stock Exchange of Thailand for such matters. The Structure of the Board and the Management The Company has the Board of Directors in a reasonable amount, sufficient to operate the business according to the regulations of the Company and to provide a check and balance. In addition to In addition to the Audit Committee, the Board has set up the Executive Committee and the Nomination and Remuneration Committee by the approval of the Board's meeting and the duties of the Committees are clearly defined in writting. Additionally, the Company has determined that the Chairman and Chief Executive Officer must not be the same person in order to balance and review of management and no one has unlimited authority. The Sub-committees In the period before June 12, 2014 the Board of Directors consisted of 4 sub-committees: the Audit Committee, the Executive Committee, the Nomination and Remuneration Committee and the Risk Management Committee. On 12 June 2014, the Board's meeting No. 12/2014 approved the cancellation of the Risk Management Committee of the original structure because the members of the Risk Management Committee mainly composed of employees with the knowledge of the original business. Therefore, upon the disposal of the old business of the Company such employees were not transferred along with the new business. Moreover, when the Board of Directors has approved the new organization chart and the scope of authority of the new Executive Committee, it was found that the scope and responsibility of the new Executive Committee is as same as of the Risk Management Committee which is an overlapping. So, from July 2014 to the present the structure of Directors consists of 3 sub-committees: the Audit Committee, the Executive Committee and the Nomination Committee and Remuneration Committee. The roles and responsibilities can be summarized as follows:

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The Independent/Audit Committee As of December 31, 2014 the Audit Committee is comprised of 3 members: Name 1. Mr. Abhichart Arbhabhirama 2. Mr. Visit Ongpipattanakul 3. Mr. Chayot Vitayanonektavee 4. Miss Pensri Noiyano 5. Mrs. Dharini Wattanadhirach

Position Audit Committee Chairman Independent Director Audit Committee Independent Director Audit Committee Independent Director Secretary of the Audit Committee Secretary of the Audit Committee

Date appointed

Number of meetings attended/ Number of meetings in 2014

19 July 2013

9/9

19 July 2013

9/9

21 January 2014

6/9

(until 4 August 2014) (from 4 August 2014 - present)

Two members of the Audit Committee who have the ability and experience to review the financial statements are Mr. Visit Ongpipattanakul and Mr. Chayot Vitayanonektavee Roles and Responsibilities of the Audit Committee The Audit Committee has as assigned by the as follows: (1) To review that the Company has financial reporting that is accurate and adequate. (2) To review that the Company's internal control and internal audit is appropriate and effective and to consider the independence of internal audit function as well as giving approval of the appointment or dismissal of the head of internal audit or other units responsible for the internal audit. (3) To review that the Company complies with the laws on securities and the Stock Exchange that relate to the Company's business. (4) Considering the nomination of an independent person to act as auditor of the Company and offer theremuneration for such persons including a meeting with the auditor without management participants at least once a year. (5) Considering the connected transactions or transactions that may have conflicts of interest to be in accordance with the laws and regulations of the Stock Exchange to ensure that such transactions are reasonable and beneficial to the Company. (6) To disclose a report of the Audit Committee Committee in the Company's annual report which has to be signed by the Chairman of the Audit Committee and shall include at least the following: (a) Opinion about accuracy, completeness and reliability of the financial statements of the Company. (b) Comments on the adequacy of the system of internal control. (c) Opinion on compliance with the law on Securities and the Stock Exchange, requirements of the Stock Exchange or laws relating to the Company's business. (d) Opinion on the suitability of the auditor. (e) Opinion on transaction that may have a conflict of interest. (f) Number of the meetings of the Audit Committee and the attendance of each Audit Committee's member or observation that the Audit Committee has recieved from performing the duties by the Charter. (g) Other issues that the shareholders and investors should be aware of under the roles and responsibilities as assigned by the Board of Directors. (7) Perform any other duties as the Board assigned with the approval by the Audit Committee. (8) In performing the duties of Audit Committee, if there is found or suspected of transaction or action below which may impact significantly on the financial position and the performance of the Company, the Audit Committee must report to the Board for improvement within the timeframe the Audit Committee deems appropriate: (1) List the conflicts of interest (2) Fraud or irregularity or a significant deficiency in internal control. (3) Violation of the Securities and the Stock Exchange, requirements of the Stock Exchange or laws relating to the Company's business. If the Board or the executive fails to make a rectification within time according to the first paragraph, the Audit Committee may report that there is one item or action according to the first paragraph to the Securities and Exchange Commission or the Stock Exchange.

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The Executive Committee As of December 31, 2014 the Company has the Executive Committee is comprised of 6 members: Name

Position

1. Mr. Wichai Thavornwattanayong 2. Mr. Sitthichai Pornsapanan 3. Mr. Champ Srichokchai 4. Mr. Thanawat Chansuwan 5. Mr. Supanan Rittipairoj 6. Mrs. Dharini Wattanadhirach Acting Sub Lt. Nataya Taitungteekoon Miss Vimonrat Majchacheep

Chairman of the Executive Boar Vice Chairman of the Executive Committee Executive Director Executive Director Executive Director Executive Director Secretary of the Executive Committee Assistant Secretary of the Executive Committee

Number of meetings attended/ Number of meetings in 2014 15/15 7/15 15/15 15/15 15/15 14/15

Remarks The Board's meeting No. 12/2014 on June 12, 2014 has approved the appointment of the new Executive Committee to replace the previous one due to the fact that 3 Executive Directors: Mr. Narong Techachaiwong (resigned June 6, 2014), Mr. Suthep Dansiriviroj (resigned June 6, 2014) and Mr. Damri Aimmanoj (resigned June 6. 2014) have resigned from the Executive Committee, it resulted that such positions were vacant.

Roles and Responsibility of the Executive Committee 1. The Executive Committee is responsible for setting procedures or action plans in accordance with the objectives of the Company for the management to implement in the way that complies with the regulations, policies or orders of the Board. 2. Setting the vision, strategy and direction of the business, goals, operating plan and screening the budget for the management of the Company and its subsidiaries and present to the Board for approval. 3. Monitoring policy implementation and guidelines for the management of the Company in line with the assignment from the Board. 4. To give approval for some certain cases for the business of the Company and its subsidiaries within the limit or the annual budget as approved by the Board and has the power to perform as scheduled and report the approval of such a case to the Board at the next meeting after the approval date. In any action as discussed above, the Executive Committee has the authority to approve the expenses or purchasing or hiring or renting or lease related to the operation and investment of the Company and its subsidiaries as related to the business, the support and approval of the lending or requesting for credit with a financial institution in normal transactions of the Company and its subsidiaries. Approval of the loan or lending to subsidiaries can be given at the amount not exceeding 100 million Baht. 5. The Executive Committee may appoint a working group and/or any other person in order to scrutinize the presentation that will be submitted to the Executive Committee, or to carry out any work which will benefit the performance of the Executive Committee, or to take any action asassigned by the Executive Committee within the scope of its authority. 6. To review and propose a framework for risk management to the Board of Directors for approval. 7. To review and approve of the Risk Appetite and present to the Board for acknowledgment. 8. To oversee the development and implementation of the policy and the framework of risk management so that the Company would have an effective system of risk management throughout the organization and practice consistently. 9. To review the risk management report in order to monitor significant risks and take steps to ensure that the Company's managing risks is adequate and appropriate. 10. To report of the Board of Directors regarding the risks and managing significant risks regularly. 11. To advise and consult with the Risk Management Committee and/or related units as well as considering the appropriate way to amend the information related to the development of risk management. 12. To consider the appointment of a sub-committee and/or additional personnel, or a replacement in the risk management working team and/or related units related as appropriate including roles and responsibilities for administrative purposes. 13. To perform other actions on risk management as assigned by the Board.

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The Nomination and Remuneration Committee As of December 31, 2014 the Company has the Executive Committee is comprised of 3 members: Name

Position

1. Mr.Abhichart Arbhabhirama 2. Mr. Chayot Vitayanonektavee 3. Mr. Sitthichai Pornsapanan Acting Sub Lt. Nataya Taitungteekoon

Chairman of the Nomination and Remuneration Committee Member of the Nomination and Remuneration Committee Member of the Nomination and Remuneration Committee Secretary of the Nomination and Remuneration Committee

Number of meetings attended/ Number of meetings in 2014 4/5 3/5 3/5

Remarks: 1. Prof. Dr. Ratana Wajeethongwathana has resigned from the Nomination and Remuneration Committee on 14 November 2013 making such position become vacant. Therefore, on 21 January 2014 at the Board of Directors Meeting No. 2/2014 the resolution was made to appoint Mr. Chayot Vitayanonektavee to be a member of the Nomination and Remuneration Committee. 2. Mr. Suthep Dansirivirote has resigned from the Nomination and Remuneration Committee on 6 June 2014 making such position become vacant. Therefore, on 12 June 2014 at the Board of Directors Meeting No. 12/2014 the resolution was made to appoint Mr. Sitthichai Pornsapanant to be a member of the Nomination and Remuneration Committee.

Responsibilities of the the Nomination and Remuneration Committee 1. Setting policies, rules, procedures for recruitment and remuneration as well as other benefits of Directors and Senior Executives. 2. Recommending overall policy for determining the remuneration and other benefits of the Company. 3. Selection and nomination of the qualified candidates to the position of director including members insubcommittees for submission to the the Board. 4. Reviewing the structure, size and composition of the Board of Directors as well as providing feedback if there is a need to change to the Board. 5. Establishing the guidelines for evaluating the performance of the Board of Directors annually with regard to the responsibilities and risks that arise. Risk Management Committee Since 1 January 2014 to 12 June 2014, the Risk Management Committee is comprised of: Name 1. Mr. Narong Dechachaiwong 2. Mr. Suthep Dansirivirote 3. Mr. Damri Aimmanoj 4. Miss Tasanee Sankakhun 5. Miss Pensri Noiyano 6. Mr. Thirawuth Bunyaket 7. Mrs. Jaruwan Chunpradap 8. Mr. Pichit Kitkla Miss Chaninporn Sritecha

Position Chairman of the Risk Management Committee Member of the Risk Management Committee Member of the Risk Management Committee Member of the Risk Management Committee Member of the Risk Management Committee Member of the Risk Management Committee Member of the Risk Management Committee Member of the Risk Management Committee Secretary of the Risk Management Committee

Responsibilities of the Risk Management Committee 1. Arranging risk policies, framework and process to the different units. 2. Providing support and guidance to units in the organization on risk management process upon request. 3. Communication with various units to understand the risks and solutions and encourages employees in departments to realize the importance of risk management practices and how the risk management is applied and evaluated throughout the Company. 4. Appropriate controls are put in proper plance to manage risk across the Company. 5. Reviewing the performance of the units on risk management. 6. To identify and report the risks associated with the operation to the Senior Executives. Remarks: On 12 June 2014, the Board's meeting No. 12/2014 approved the cancellation of the Risk Management Committee of the original structure because the members of the Risk Management Committee mainly composed of employees with the knowledge of the original business. Therefore, upon disposal of the old business, the Company has transferred such employees to the business buyer and maintained the full benefit of the employees. Moreover, the Board of Directors has approved the new organization chart and the scope of authority of the new Executive Committee to cover the risk management as well.

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Selecting and Appointing Directors and Top Level Executives Composition and Nomination of the Board of Directors 1. The Board consists of not less than five (5) directors of the Company and not less than one-half (1/2) of all directors must be resident in the Kingdom and must consist of at least three (3) members of the Independent Directors. 2. Each director must be experts from a variety of professionals that are needed to manage the business of the Company whether they are experts in law, finance and accounting or engineering, etc. 3. Each director must have qualifications and not prohibited by law on public companies and regulations of the Company, including the rules, regulations and the notificationn of the SET as well as the SEC. 4. The appointment of directors must be transparent and clear. The Nomination and Remuneration Committee which comprises of 2 Independent Directors from 3 members of the Nomination and Remuneration Committee is responsible for the selection and screening of individuals who are qualified under the regulations of the Company and propose a qualified candidate is qualified with profiles to get professional directors with diversity based on structure, size and composition of the Board. The proposed number will be equal to the number of directors who retired and submitted to the Board for approval. After that a list of candidates for directors will be submitted to the shareholders meeting for election according to the prodecures. However, all shareholders have the right to propose the candidate to be elected as directors through the Company's website. All shareholders can elect the directors. A shareholder has one vote which is one share one vote. Each shareholder must use all his existed voting rights for one person or more to be directors but cannot divide the vote to anyone. The person who receives highest votes in respective order will be elected as a director according to the number of directors to be elected at that shareholders meeting at that time. In the case of a person who has been elected in descending order of have votes equal to the number of directors to be elected at a meeting of shareholders at that time. The Chairman has the final vote. If the position of director is vacant due to other causes aside from the completion of the term, the Board shall appoint a person who has qualifications and not prohibited by law to fill the vacancy at the next Board Meeting unless the period of director who retires from the position is less than 2 months and the person who fills the vacancy will be in office only for the remaining term of the member whom he replaces. 5. The profile of every director is disclosed in the annual information form (Form 56-1) and on the Company's website. 6. The Board is aware of the duties and responsibilities of the directors of the Company and all related persons, thus requiring each board member not to hold the position more than 5 listed companies so that each board member would have enough time, able to function fully and effectively according to the corporate governance principles for listed companies. Composition and Nomination of the Audit Committee Independent Director means a director who is independent and fully qualified. At present, the Independent Director of the Company is qualified in accordance with the guidelines of the SEC. The selection of the Audit Committee is the duty of the Nomination and Remuneration Committee to submit to the Board for approval. The members of the Audit Committee must have the required qualification and consist of at least 3 people, all of whom must be an independent director a least one person must have knowledge of accounting and finance. The Company has determined the qualifications of independent director equal to the rules set by the SEC in order to comply with the principles of good corporate governance. As of now, the Independent Director of the Company has the qualifications according to the rules and regulations as follows: (a) Holding shares not more than 1% of total shares with the voting right of the Company,parent company, a subsidiary, an associated company, major shareholder or controllingperson of the Company, including the shares held by his/her related persons. (b) Not being a director participating in management role, an employee, staff, advisor who receives a regular salary, or a controlling person of the Company, parent company, a subsidiary, an associated company, subsidiary company at the same level, major shareholder or controlling person of the Company during the past 2 years before his / her appointment as an independent director. (c) Having no relationship by blood or by legal registration as the father, mother, spouse,brother or sister, child, or child-in-law of the management, major shareholder, controlling person, or person proposed to be the management or controlling person of the Company or subsidiaries. (d) Having no material business relationship with the Company, parent company, a subsidiary, an associated company, major shareholder or controlling person of the Company that would impede his/her independent discretion, and not being substantial shareholder or a controlling person of an entity holding business relationship with the Company, parent company, a subsidiary, an associated company, major shareholder or controlling person of the Company during the past 2 years before his/her appointment as an independent director. The business relationship mentioned above includes normal business operation, any lease taking or lease out of property, any transaction related to asset or service, and giving or receiving financial support by either lending, borrowing, guaranteeing, collateral providing, or any other similar actions, which result in the Company or the party thereto at a value exceeding 3% of net tangible asset value of the applicant or exceeding 20 million Baht, whichever is lesser. On this regard, the appraisal of the connected transaction pursuant to the notice of the Capital Market Supervising Committee, Re: Regulations in respect to an Entering into a Connected Transaction shall be applied mutatis mutandis for the purpose to calculate such amount of debt of the applicant, provided that the amount of debt incurred during the past one year prior to the date on which such a business relationship with such person exists.

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(e) Not being an auditor of the Company, parent company, a subsidiary, an associated company, major shareholder or controlling person and not being a substantial shareholder, controlling person or partner of an audit firm, where the auditor of the Company, parent company, a subsidiary, an associated company, major shareholder or controlling person is working for, during the past 2 years before his/her appointment as an independent director. (f) Not being professional service provider including legal or financial advisor who receives service fee exceeding 2,000,000 Baht a year from the Company, parent company, a subsidiary, an associated company major shareholder or controlling person and notIs not a significant shareholder, controlling person or partner of the service provider unless it is clear from such status not less than two years before the date of submitting the application to the office. (g) Not being a director appointed as a representative of a director of the Company, a major shareholder or a shareholder who is a related person of the major shareholder of the Company. (h) Not undertaking any business the nature of which is the same as that of the Company or subsidiaries or not being a substantial partner in the partnership, a director who is involved in the company management, an employee, a staff member, an adviser who receives a regular salary or a shareholder holding more than one percent of shares with voting rights of a company undertaking any business that is the same as that of the Company or subsidiaries or is competitive with the business of the Company or subsidiaries. (i) Not having any characteristic by which his/her independent comment or opinions on the operation of the Company may be affected. The independent directorsâ&#x20AC;&#x2122; qualification must be changed according to the amendment from the Capital Markets Committee. After having been appointed as an independent director following the qualifications specified under items (1) through (9) above, the independent director may be assigned by the Board of Directors to make decisions on the operation of the Company, the parent company, the associates, the affiliates, the associates of the same level, the major shareholders or the entities with the authority to control the Company in the manner of a collective decision. Composition and Nomination of the Nomination and Remuneration Committee The Nomination and Remuneration Committee was appointed by the Board with at least 3 people consisting of at least 2 independent directors who are not the executives and the Board will appoint another independent director to be the Chairman of the Nomination and Remuneration Committee. The members of the Nomination and Remuneration Committee must have knowledge and experience as well as understanding their qualification and responsibilities. The Nomination and Remuneration Committee may appoint a staff to be the secretory. Composition and Nomination of the Executive Committee The Executive Committee was appointed by the Board of Directors with the number as the Board of Directors deems appropriate comprising some of the members of the Board and may include one or many persons who are the executives of the Company or third parties. The Board will appoint an executive director to be the Chairman of the Executive Committee. The members of the Executive Committee must have knowledge and experience as well as understanding their qualification and responsibilities and not having any prohibited characteristics by law. The Executive Committee may appoint a staff to be the secretary. Independence of Directors Directors must be independent in the diagnosis, commenting and voting in the business under the authority. The decision of the Board must not fall under the stress of the work or family or the interest in the matter as it may distort the decision for the benefit of themselves or others. Directors lacking of independence must not involve in decision making. Therefore, the independence of Directors is extremely important in order to protect the interests of the shareholders and the Company. New Director Orientation The Company arranges orientation for new directors every time of taking the office so that they would be aware of the Company's business plan, products and services, capital and shareholders as well as the organizational structures, and important legal issues important for the performance of the director of a listed company in presenting the information. Director Development The Company has promoted education to those involved in the management of corporate governance of the Company in order to improve efficiency such as attending the training courses of Thailand Institute of Directors (IOD) and attending conferences and seminars related to the development of the Company's ongoing performance. This also includes the Board's visit to other organizations as appropriate for applications in the operation. Selection of Top Level Executives/the Succession The Company set a policy for the Nomination and Remuneration Committee to be responsible for recruiting a successor of the top level executives of the Company without discrimination. The Company also has planned for succession with the primary task, scope and capabilities of the key positions as guidelines in recruiting and selection of the individuals including the training and development plan for the staff as a way to prepare the Senior Executives as well as the evaluation system of the performance of the successor for the sustainable success of the Company. Separation of Chairman and Chief Executive Officer In order to separate duties in giving the policies of the Company from the regular work for the sake of effective management, the Company requires that the Chairman and Chief Executive Officer be different persons.

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Self-evaluation of the Board of Directors The Company has provided an evaluation of the performance of the Board at least once a year to review the performance, problems and obstacles in the past year so that the Board could work more effectively. The Company also arranges another self-evaluation program regarding the compliance with corporate governance once a year as a tool to evaluate what compliance has been accomplished or not. Overseeing the Operations of the Subsidiaries The Company has assigned the directors and executives to serve as directors and executives of subsidiaries in order to monitor the operation closely, so that the work process of the Companies and subsidiaries would be consistent and syncronized in the same direction towards the best benefit according to the mission and plan as well as communicating the policies, procedures and manuals in writing to the subsidiaries for the same standards of execution. In the past, the nominations and voting for appointment as a director of subsidiaries and affiliates were conducted by management. But the Company has set the rules in force since 2015 that the nominations and voting shall be approved by the Board as well. A person who has been appointed to be the director in a subsidiary and an associate is responsible to the best of benefits of that subsidiary or associate. The Company has specified that such appointed person must get an approval by the Board prior to the vote or voting on matters of the same class that must be approved by the Board if it is carried out by the Company itself However, assigning the director to represent the Company in such subsidiaries or affiliates is dependant on the proportion of shares holding of the Company. Also in the case of a subsidiary, the Company has defined that the person who is appointed by the Company must ensure that the subsidiary has regulations regarding the connected transaction and the acquisition or disposition of assets. Any other significant transactions of such subsidiary shall also be complete and accurate by using the same criteria relating to the disclosure and the above transaction in the same manner as the criteria of the Company including the need to supervise filing and recording of the subsidiary so that the Company can check and collect for the consolidated financial statements right on time. Control of Internal Information The Company oversees the use of the internal information based on the principles of good corporate governance by defining in writing in the Code of Conduct which is given to the Board, the executives and the employees upon starting of their work. The policy can be summarized as follows: 1. The Company has required the Directors, the Executives and employees to sign acknowledging the regulations of the SEC that the directors and executives have a duty to report any change of securities holding to the SEC under Section 59 of the Securities Exchange Act B.E. 2535, within 3 days from the date of the change in the holding and to notify the Company Secretary to acknowledge and record the change and summarize the number of securities of the individual directors and the executives to present to the Board at the next meeting as well as the notification of the penalty in case of violation or non-compliance with such terms. 2. The Company has prohibited the disclosure of financial statements or other information that affects the price of the shares to a third party who has not been involved and prohibited from trading in the range of 1 month prior to the release of financial statements or other information that affects the price of the shares and no Company securities trading until after a period of 24 hours, after such information is disclosed to the public. Failure to comply with such requirements constitutes a breach of discipline of the Company. The directors, the executives or employees who vilolate the inside information will be subject to major disciplinary action by a warning, wage cuts, suspension without pay or dismissal. This approach has been given approval by the Board of Directors. 3. Controls and internal audit and financial reporting: 3.1 The management has emphasized that the preparation of financial reporting must be accurate, complete and timely both annual report and quarterly statements which have been prepared according to accounting standards that are generally accepted. 3.2 Provides effective control and internal audit systems to ensure that the Company has observed the standards and related laws under the inspection of the internal auditor and review of the Audit Committee. 3.3 Fulfill the duties honestly and fairly to all shareholders. 4. Ways to take care and protect the Company's internal information for personal or others' benefit are as follows: 4.1 Limit the awareness of internal information with only the directors, the executive, the employees or a person who is involved as needed and cleary authorize a person to disclose the Company's information. 4.2 Set strict security regulations for the Company's computer systems and information technology. The Company has also set strict penalties for the breach of the internal information for persnonal benefit. The penalties range from a verbal warning to dismissal from work.

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Corporate Governance

Annual Report 2014

Policy on Risk Management Thd Company realizes the importance of good management. Therefore, to drive the business with stable growth, a stable financial status and generate returns for shareholders at the appropriate level, the Company thus applies the risk management system into practice with the operational framework and procedures in accordance with the guidelines of The Committee of Sponsoring Organizations of the Tread way Commission (COSO), an international standard on the principles of risk management. The Board of Directors has established a policy for risk management as follows: 1. The Company operates under the risk acceptable to achieve its objectives and meet the expectations of the stakeholders, by assigning risk management as part of the annual business plan, management and daily decisions as well as management process for the projects. 2. Requiring risk management is the responsibility of all staff at all levels in the operation of their departments and put focus on risk management activities to be at a level that is sufficient and appropriate. 3. Requiring all units to be responsible for risk assessment, determining risk indicators and approaches to the prevention and mitigation of risk or losses that might occur including monitoring and evaluation risk management regularly and prepare a report on the risk according to the framework and procedures for risk management. 4. When employees see or acknowledge the risks that may affect the Company, they must report that the risks to the responsible persons immediately for further action. 5. To promote, support and provide understanding on the process of risk management to the management and staff continually as well as cultivating the habit on the personnel at all levels to be aware of the importance and responsible participation in the implementation of the Company's risk management as part of the corporate culture towards value creation. Anti Coruption Policy The Company has set the policy prohibiting the directors and employees of the Company and subsidiaries to act or accept corruption in all its On February 26, 2015 at the meeting of the Board of Directors of 1/2015, forms whether either directly or indirectly covering the business in all the following policies have been approved: countries, subsidiaries, affiliates and related entities as well as reviewing 1. Policy on corporate governance of the Company and its the policy against corrupt regularly and reviewing such policy annually subsidiaries with the objective to develop guidelines and requirements for the 2. Policy on ethics and practices in the workplace (For directors, operation in order to comply with the change of the business, regulatory executives and employees) and legal requirements. The Company has difined the responsibilities 3. Policy on ethics in doing business of the Company and its as follows: subsidiaries 1. The Board of Directors has the duty and responsibility to set policy 4. Policy against corruption for a system that fights against corruption effectively to ensure 5. Policy on transactions berween the Company and its subsidiaries that the management is aware of the importance of anti-corruption 6. Policy on the Company's risk management and make it as a corporate culture. 7. Policy on recruting the top level executive of the Company or 2. The Audit Committee has the duty and responsibility in reviewing the successor the financial and accounts reports, internalcontrol, internal audit 8. Policy on annual performance evaluation and risk management system so as to ensure the compliance with 9. Policy on maintaining the security of the information and the the international standards and is up-to-date, appropriate and stability of the computer system effective. 10. Charter of the Board and its committees 3. The CEO, the management and the executives have the duty and 11. Regulations on training PD-HR-01. responsibility to establish the system, promote, support anti12. Regulations on recruiting PD-HR-02 corruption policy and communicate it to employees and related 13. Regulations on the approval of the procurement of the Company persons as well as reviewing its suitability and meausres to comply and its subsidiaries with the change of the business, regulatory and legal requirements. 14. IT Security Polieics 4. Internal auditors has the duty and responsibility to monitor and The Board also has approved the Company to declare its intention of review the operation to ensure it's correctness and compliance Collective Action Coalition of Thailand's private sector and to declare with the operational policy, guidelines, regulations and laws to publicly that Inter Far East Engineering Public Company Limited and prevent risk on corruption and report to the Audit Committee. its subsidiaries are committed to the fight against corruption of all forms. The Company and subsidiaries has communicated to all those involved for an understanding not to claim or accept any benefits that may affect the decision on performing the duty and may cause loss to the Company and subsidiaries. The Company and its subsidiaries also have strict policy against bribery. The Company also encourages its executives and employees to attend the course: Anti-Corruption: The Prctical Guide (ACPG) by Thai Institute of Directors Association (IOD) so that the Company would have a good anti-corruption system which will elevate the development of good governance to the next level. The Company and its subsidiaries have assessed the risk of fraud and corruption that may occur on a regularly basis. If there is a violation, a disciplinary action would be imposed according to the regulations of the Company.

Page 64

Corporate Governance

Annual Report 2014

The Company has established guidelines to directors, executives and employees of the Company and its subsidiaries as follows: 1. The directors, executives, employees including the subsidiaries, affiliates, other companies with controlling power and the Company's business representatives must comply with the anti-corruption policy and the ethics of the Company by not involving with corruption whether directly or indirectly, prerform the duties with responsibility to the Company and stakeholders with honesty based on the code of conducts as well as transparency, honesty and fairness. The Company uses various channels to communitcate the policy such as the announcement, e-mail, website, etc. The Company also arranges an evaluation program on the understadning of the policy in order to use the evaluation result for further improvement. 2. Business operation will be separated according to roles and responsibilities, processes with clear lines of command of each unit to create a balance of power to prevent or reduce the chance of corruption and to provide sustainable growth to the business. 3. The Audit Committee which is independent in operation, has used the monitoring and auditing principle and review so that the Company would have good corporate governance consistent with the policies and regulations. The action would focus on the risks including the risk of fraud and exploitation of the wrongful act with the appropriate assessment and monitoring. 4. Employees shall not neglect or ignore when spotting the action categorized as corruption associated with the Company. They must notify the supervisor or the person responsible and to cooperate with the investigation. 5. The Company has established a policy for receiving information or complaint in writing. In case of the action that is implied as fraud or misconduct of individuals including the Company, those who report frauds can submit a complaint via e-mail: ifecgroup99@gmail.com or Tel: 02-6813-7886 or by post to: Audit Committee of Inter Far East Engineering Public Company Limited, 33/4, The Nine Tower, 29 th Floor, Tower B, Rama IX Road., Huay Khwang Sub-district, Huay Khwang District, Bangkok 10310. This is to prevent the effects that may occur with those who report frauds. The Company has a mechanism to protect and a policy to keep confidential information of those who report frauds. 6. The Company and its subsidiaries will ensure fairness and protect the employees who refuse or inform of the corruption using the complainant protection as defined in Whistleblower Policy. The Company and its subsidiaries will not penalize, reduce the benefit or create any negative impact to such employees although the action could cause the Company and its subsidiaries to lose business opportunities. 7. The Company and its subsidiaries comply with the anti-corruption laws and has this policy communicated to the outside persons through variou channels such as e-mail announcement, the Company website, and others. 8. Directors and employees who commit corruption are acting unethically against the Company and its subsidiaries. They must be considered of disciplinary action according to regulations as well as may be punishable by law if the action is illegal 9. The Company recognizes the importance of the dissemination of knowledge and understanding with people person who need to perform the duties associated with the Company and its subsidiaries which may have potential impact on the Company in regard to compliance with the policies against corruption. 10. The Company and its subsidiaries are committed to creating a corporate culture that acknowledges that corruption is unacceptable to the transactions of both the public and private sectors. The Remuneration of the Auditor The Company and its subsidiaries have paid for the audit of financial statements for the fiscal year 2014 to Karin Audit Co., Ltd., the auditor of the Company and subsidiaries as follows: 1. Audit Fee The Company and its subsidiaries have paid for the auditor for the last fiscal year an amount of 3,148,000.00 Baht. Details as follows: Company

1st Q.

2nd Q.

3rd Q.

Yearly Budget

TOTAL

Consolidated 1.Inter Far East Engineering Public Company Limited (IFEC) 2.Inter Far East Energy Co., Ltd. (IFEE) 3.Green Energy Technology In (Thailand) Co., Ltd. (GE) 4.Clean City Co., Ltd. (CC) 5.J.P. Solar Power Co., Ltd. (JP) 6.Sun Park Co., Ltd. (SP) 7.Sun Park 2 Co., Ltd. (SP2) 8.V.O. Net Biodiesel Asia Co., Ltd. (VON) 9.Scan Inter Fareast Energy Co., Ltd. (SIFEE) Total

64,000.00 100,000.00 36,000.00 36,000.00 36,000.00 43,000.00 315,000.00

64,000.00 100,000.00 31,000.00 31,000.00 31,000.00 38,000.00 31,000.00 31,000.00 357,000.00

64,000.00 100,000.00 31,000.00 31,000.00 31,000.00 38,000.00 31,000.00 31,000.00 31,000.00 31,000.00 419,000.00

64,000.00 444,000.00 192,000.00 192,000.00 192,000.00 325,000.00 162,000.00 162,000.00 162,000.00 162,000.00 2,057,000.00

256,000.00 744,000.00 290,000.00 290,000.00 290,000.00 444,000.00 224,000.00 224,000.00 193,000.00 112,000.00 3,148,000.00

2. Non-Audit Fee The Company and its subsidiaries paid for other services to the auditor totaling 26,200 Baht including the observation fee for destroying the defective products amounted to 16,200 Baht and Out of Pocket of the Company and its subsidiaries for 10,000 Baht and there is no obligation for payment in the future arising from the not completed in the agreement.

Page 65

Corporate Social Responsibilities

Annual Report 2014

Corporate Social Responsibilities : CSR The Company has defined practical rules in all processes and services (CSR in Process) to reduce the impact on the environment. The Company recognizes that waste management is a business that promotes good health to the community and society as a whole. Streets and households will be clean because all the garbage is collected at the landfill for getting rid of. The Company has put its focus on waste management by reducing dust, odors and waste volume by accelerating the implementation of landfill with the use of microorganisms for degradation, deodorizing and wastewater treatment. Concerning the solar electricity, the Company recognizes the importance on the collecting management and disposal of solar cells to prevent adverse impact on the community. Concerning the project to produce electricity from wind energy, the Company is planning to cooperate with the community and government agencies such as the Department of Hydrology and National Disaster Warning Center to enable the production process to send the information on the wind and waves that are beneficial in planning for community disaster prevention. Other CSR: (CSR after Process) In 2014, the Company has initiated programs on a continuous basis and has performed as follows: 1. Education and youth development: The company and employee joined in a donation activity for a new school building in Kamphaeng Phet due to its lack of studying building. Students had to study together in the same room. This involvement would help improve the education as well as efficiency and effectiveness of the youth in the local community. 2. Social and environmental: The Company and its subsidiaries have focused in a collaborative contribution to Power Development Fund for community development in the area including cooperation on other community projects as well because all subsidiaries have been recognized as part of the local communities. The Company also initiated a project to plant trees in the project area in order to create a good environment and reduce pollution to the community. 3. Religion and Culture: The Company provides support and conservation of religion and culture by assisting the community in the merit-based traditions and festivals such as Songkran festival and other occasions. Implementation approaches on the Company's CSR consists of the following: 1. Doing the business with fairness. 2. Anti-corruption 3. Respect for Human Rights 4. Treat employees fairly 5. Responsibility for the consumer/customers 6. Environmental care 7. Participating in community or social development 8. Being innovative and dissemination of innovations derived from operations with social responsibility, environment and stakeholders Page 66

Internal Controls and Risk Management

Annual Report 2014

Internal Controls and Risk Management The Company recognizes the importance of risk management and internal control continually by setting up internal control system to cover all activities and operations in order to enhance the performance including financial and account reporting and other reports with accuracy and strictly compliance with laws and regulations relating to the business. The Company assigns the Executive Board to oversee the risks and internal control together with the Audit Committee which is responsible for reviewing the internal control system. Additionally, the Company has commissioned P&L Internal Audit Co., Ltd., an independent auditor, to be responsible for reviewing the effectiveness of the internal control systems of the Company and subsidiaries and report the overview of the internal controls to the Audit Committee. The Board of Directors has assigned the Audit Committee to review the assessment of internal controls annually in various aspects according to the framework on internal controls and risk management of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) which consists of 5 elements, namely: (1) Control Environment which involves: 1. Demonstration of adherence to the values of integrity and ethics. 2. Independency of the directors from the Management and overseeing the development and implementation of internal controls. 3. The structure of reporting line to determine the power of command and responsibility. 4. Determination to motivate, develop and retain qualified personnel and 5. The staffs are assigned for duty and responsibility of internal control in order to achieve the organization's objectives. (2) Risk Assessment which involves: 1. Specifying clear objectives to enable identifying and assessing related risks. 2. Identifying and analyzing all kinds of risks that may affect the achievement of the objectives set for the entire organization. 3. Considering the probability for corruption and 4. Being able to identify and assess changes that may affect the internal control systems. (3) Control Activities which involve: 1. Control measures to reduce the risk of not achieving the objectives of the organization to a level acceptable. 2. Selection and development activities with the general control system to help support the achieving the objectives of organization. 3. The provision of internal control through policy which defines what is expected of procedures for execution. (4) Information & Communication which involves: 1. Information related is of quality to support the internal control to proceed as planned. 2. Information communication within the organization including the necessary objectives and responsibilities of internal controls to support the internal control to proceed as planned, and 3. The organization has communicated with outside stakeholders on issues that may affect internal controls. (5) Monitoring Activities which involves: 1. Monitoring and evaluation of internal controls to ensure that internal controls are carried out fully and properly. 2. In time assessment and communication on deficiencies in internal controlto the person in charge including senior management and the Board as appropriate.

Page 67

Internal Controls and Risk Management

Annual Report 2014

Opinions of the Board of Directors on the Company's Internal Controls System At the Board of Directors Meeting No. 1/2558 on February 27, 2015, the 3 members of the Audit Committee attended the meeting and the Board evaluated the internal controls of the Company by inquiring the management and reviewing the documents and reports prepared and submitted to the independent internal auditor by the management, a summary is as follows: After an assessment of internal controls and risk management of the Company in 5 aspects, namely: organization's internal controls, risk assessment , the operational control, information and information communication systems and monitoring systems; the Board is of the opinion that the internal control systems of the Company are adequate and appropriate. The Company has provided personnel to implement the system effectively as well as applying the internal control system to monitor the operations of its subsidiaries to protect the assets of the Company and the subsidiaries from the directors or executives deploy wrongfully or without authority including transactions with persons who may have conflicts of interest and connected parties. For other topics concerning internal controls, the Board is of the opinion that the Company already has adequate internal controls. Head of Internal Audit The Board of Directors Meeting of 3/2557 on April 24, 2015 has appointed P & L Internal Audit Co., Ltd. to act as auditors of the Company and subsidiaries from May 2, 2015 onwards. P&L Internal Audit Co., Ltd. has assigned the Miss Sukanlaya Manolert, the Internal Audit Supervisor, as the primarily responsible person for the Company's internal audit. The Audit Committee has considered the qualification of P&L Internal Audit Co., Ltd. and Miss Sukanlaya Manolert and agreed that both are suitable to perform such functions due to their independency and experience in auditing the internal controls and risk management including the experience in financial and accounting in a variety of businesses such as energy business for 8 years as well as having attended the course related to internal audit. The Audit Committee will consider and evaluate the performance of such work since the appointment, removal and transfer of the head of internal audit or other related departments is under the approval of the Audit Committee of the Company. Details of the head internal audit are as follows: Audit Company Head of Internal Audit Title Education Work Experience Related Training

: : : : : :

Key Relevant Directorship Relationship between the Executive

: :

P&L Internal Audit Co., Ltd. Miss Sukanlaya Manolert Internal Audit Supervisor Accounting (BA), Dhurakij Pundit University 8 years 1. The Certification Program for Internal Auditors of Thailand â&#x20AC;&#x201C; CPIAT (Class 19) 2. Member of the Institute of Internal Auditors of Thailand (IIA) -None-None-

Supervision of the Operation of the Company (Compliance) The Company has designated the agencies responsible for compliance with the the rules and regulations as a listed company as follows: - Corporate Secretary Office is responsible for monitoring the Group, the Board, the executives and all units to comply with the rules and regulations as well as a center for collecting, tracking information so that the individuals and related agencies can perform correctly. - The Legal Office is responsible for governing all the legal tasks associated with the business including the legal aspects of a listed company, environmental and safety laws and others so that the business of the Company would be legitimate.

Page 68

Connected Transactions

Annual Report 2014

Connected transactions of the Company have been considered and reviewed by the Audit Committee who agreed that the connected transactions are the items for normal business operations or to support normal business of the Company based on general trading condition with no conflict of interest between the Company and individuals that may have a conflict of interest. In 2015, the Company has the connected transactions as follows: 1. Connected transactions with related parties 1.1 By resolution of the Extraordinary General Meeting of Shareholders No. 1/2014 on June 3, 2014, the shareholders approved the sale of the Company's properties amounted to 12 items to a company. At that time the Chairman and Chief Executive Officer of the Company held 99.98% of shares in that company while having 2.22% in the Company's shares which is considered as a connected person to the Company. The Company has sold and transferred 5 items of the properties to that company. And then later, in November 2014, the parties have made an agreement to cancel the remaining asset since the Company considered that they could be sold at a higher price. As at 31 December 2014, the properties that have not been transferred have the book value as follows: Description 1. 2. 3. 4. 5. 6. 7.

Commercial building 3.5 storeys, 2 booths Commercial building 2 storeys, 1 booth 5 units, apartment Land 1 plot, Prachuap Khiri Khan Land 1 plot, Chon Buri Land 1 plot, Chachoengsao Land 1 plot, Chachoengsao Total

Total value of the consideration

Book value

5.60 1.80 3.30 0.80 2.40 11.00 46.70 71.60

1.78 1.21 0.92 0.74 2.38 11.00 45.88 63.92

1.2 The Company hired 3 financial advisors to offer shares to the private placement and/or institutional investors and/or investors with specific characteristics. One advisor is connected to the Company for having a common director. However, such hiring was determined by the potential, the availability and pricing terms of the contractor. The Company entered the transactions with all advisors on the same terms of general trading conditions with no transfer of any benefit and only to support the Company's normal business operations. In 2014, the Company had transactions with such juristic person amounting to 10.01 million Baht. 2 Connected transactions with subsidiaries 2.1 To enable the Company to direct supervise its subsidiaries that engage in production and distribution of electricity from solar energy, the Company has organized its structure. In December 2014 the Company has purchased shares of Green Energy Technology In (Thailand) Co., Ltd. (GE) and J. P. Solar Power Co., Ltd. (JP) which produce and distribute electricity from solar energy from a subsidiary "Inter Far East Energy Co., Ltd. (IFEE)" at 100.00 million Baht and 400.00 million Baht respectively. IFEE used the proceeds from the sale of the entire amount for repayment of loan from the Company. 2.2 As at December 31, 2014, the Company provided loans to its 6 subsidiaries an amount of 521.98 million Baht with the interest rate of 6% per annum, repayable on demand. 2.3 Billing for management service to the Group, in 2014 IFEE charged the management service fee from other companies in the Group an amount of 22.43 million Baht. Measures or procedures for approval of the connected transactions The Company conducted its business with integrity, transparency and fairness. In entering business agreement or obligations with a third party or entering into Connected Transactions with a person that may have conflict of interests, the Company will follow the same principles without discrimination. The Company has clearly specified the procedures, the authorized persons and approved limits of each executive level for each particular case. All transactions reflect market conditions at the time of the transactions. In defining such criteria/procedure, the Company has done openly taking into account of its best interests. In addition, the Company also has control systems and internal audit, the reporting to the Audit Committee and the Board of Directors for approval or to determine on a regular basis. The Company will disclose the transactions with persons who may have a conflict of interest publicly according to the rules and procedures to disclose of the connected transaction of a listed company, notification of the SET, notification of Capital Market Commission and the Securities and Exchange Commission. The Company has adopted these guidelines strictly. Policy or the connected transactions in the future In case of Connected Transactions with persons who may have conflicts of interest, the items must be as normal business with conditions that is fair and reasonable as well as conditions of the transactions that occurred between the Company and general outsiders with no conflict of interest. For pricing and trading policy between the Company and related parties will be determined from normal commercial rate in the same manner as assigned to other unrelated parties. The Company will disclose the type and value of the Connected Transactions with the person who may have conflicts of interest under the notification of Office of the Securities and Exchange Commission and regulations of the Stock Exchange of Thailand applicable to the transaction.

Page 69

Management Discussion and Analysis : MD&A

Annual Report 2014

Performance Comparison 1. Revenues from sales and services.

Unit : Thousand Baht

2013

Increase/ Decrease

217,581 365,327 582,908 5,503 738 6,240 589,148

(65,524) 21,872 (43,652) 5,503 738 6,240 -37,411

2012 Revenue from the sale of the Company 283,105 Income from rental and service of the Company 343,455 626,560 Revenue from sale of subsidiaries Revenue from services of subsidiaries. Total

626,560

% Change

2014

Increase/ Decrease

% Change

-23.14% 6.37% -6.97%

61,463 173,840 235,303 146,766 19,527 166,293 401,596

(156,118) (191,486) (347,605) 141,263 18,789 160,052 -187,552

-71.75% -52.42% -59.63% 2567.16% 2246.70% 2564.74% -31.83%

-5.97%

Revenues from sales and services of the Company. Year 2013, the Company had recognized revenue from the sale of the photocopier business of 217.58 million Baht, which decreasing from year 2012 for 65.52 million Baht or a decrease of 23.14 % due to the market competition. But the income from rental and services was 365.33 million Baht increasing from year 2013 for 21.87 million Baht or 6.37 % increased. Year 2014, the Company had recognized revenue from sales and services totaling 235.30 million Baht, decreased from the year 2013 for 347.61 million Baht or 59.63 % due to the Company's contract of photocopier dealer had expired on 31 March 2014. As a result, revenue from copier business had declined significantly and ended when the Company had sold the sale and rental of photocopier on July 1, 2014. Revenues from sales and services of subsidiaries. In the 4th quarter of 2013, the Company had invested in its subsidiaries, one of electricity production and sales and one of the waste management and recognized revenues from business operations and financial statements of the Company in amounted of 5.50 million Baht and 0.7 million Baht respectively. Year 2014, there was the expansion of renewable energy which generated income from subsidiaries for 166.29 million Baht which increased from year 2013 for 160.05 million Baht or representing as 2,564.74 % as rate of growth of revenues which comprised of; Subsidiaries 1. Inter Far East Energy Company Limited 2. Green Energy Technology In (Thailand) Co., Ltd. 3. Clean City Co., Ltd 4. JP Solar Power Co., Ltd. 5. Sun Park Co., Ltd. 6. Sun Park 2 Co.,Ltd. 7. V.O. Net Biodiesel Asia Co., Ltd 8. Green Growth Co., Ltd 9. Scan Inter Far East Energy Co., Ltd 10. East Energy Co., Ltd 11. IFEC Co., Ltd (Cambodia) 12. Wang KArn Kha Rungroj Co., Ltd 13. True Energy Power Lopburi 14. C R Solar Co., Ltd. Total

Remarks The total transaction

Page 70

Abbreviation

Investment date

Shareholding (%)

Paid-up capital (Million Baht)

Business type

Capacity (MW)

Revenue 2014 (Million Baht)

IFEE GE

13 Jun 2013 26 Aug 2013

100 100

350.0 43.5

Holding Company Solar Power Plant

1.0

27.83 19.88

CC JP SP SP-2 VON GG SFEE IS IFEC-C WR TEPL CR

11 Dec 2013 10 Jan 2014 11 Apr 2014 11 Apr 2014 26 Aug 2014 24 Sep 2014 26 Sep 2014 8 Dec 2014 30 Dec 2014 14 Jan 2015 16 Jan 2015 12 Feb 2015

100 by IFEE 100 100 100 100 80 100 100 100 100 100 by IFEE 100

3.0 1.0 0.952 0.952 10.0 2.5 2.0 20.0 0.996 6.8 1.0

19.70 68.72 13.46 13.66 8.47 19.06 3.52 -

70.0 Community Waste Management 80.0 Solar Power Plant 30.0 Solar Power Plant 42.0 Solar Power Plant 20.0 Solar Power Plant 225.0 Wind Power Plant 60.0 Solar Power Plant 77.7 Solar Power Plant 1.0 Million US $ Solar Power Plant 30.0 Solar Power Plant 180.0 Biomass Power Plant 130.0 Solar Power Plant

194.30

Management Discussion and Analysis : MD&A

Annual Report 2014

2. Other income

Other income of the Company Profit on sale of securities Profit on sale of land and buildings. Profits from the sale of a photocopier business Interest income from subsidiaries Other income Total Less transactions with its subsidiaries Other income of the Company after the transaction Other income of subsidiaries Other income as the consolidated financial statement of income

Unit : Thousand Baht

2012

2013

94,375 31,230 125,605 125,605 125,605

10,449 33,146 43,595 (10,449) 33,146 7,677 40,823

Increase/ Decrease

% Change

2014

(94,375) 10,449 1,917 (82,010)

6.14% -65.29%

(92,458) 7,677 (84,781)

-73.61%

39,116 164,795 67,123 13,920 284,953 (67,123) 217,830 18,641 236,472

-67.50%

Increase/ Decrease

% Change

39,116 164,795 56,674 (19,227) 241,359

542.41% -58.01% 553.64%

184,684 10,964 195,648

557.18% 142.82% 479.26%

Other income of the Company Year 2013, the Company had other income of 43.60 million Baht with a decrease of 82.01 million Baht from 2012 or 65.29 %. Due to in year 2012, the Company had income from sales of businesses held for sale for 94.38 million Baht. Year 2014, the Company had other income of 284.95 million Baht with an increase of 241.36 million Baht from 2013 or 553.64 % comprising of; 1. The profits from the sale of the "Sales and rental of photocopier" business in the amount of 203.91 million Baht which gained from on the sale of businesses and assets used in the business of selling photocopiers of 164.79 million Baht and gained from the sale of an office building with a land area of 39.12 million Baht. 2. Interest income from loans to subsidiaries of 67.12 million Baht with an increase of 56.67 million Baht or 542.41%.Other income for the year 2014 of 13.92 million Baht was down from the previous year for 19.23 million Baht or 58.01 %. Other income of subsidiaries In the 4th quarter of year 2013, the Company had invested in subsidiaries. Its subsidiaries had other income and recognized in the financial statements of the Company of 7.68 million Baht. Year 2014, the subsidiaries had other income of 18.64 million Baht with an increase of 10.96 million Baht or 142.82 %. Among these was gain from the foreign exchange of 5.55 million Baht due to the currency foreign debt. Unit : Thousand Baht 3. Cost of sales Increase/ Increase/ % Change 2014 % Change 2012 2013 Decrease Decrease Cost of sales The Company's cost of sales Cost of renting and services of the Company Total Cost of sales of subsidiaries Cost of rentals and service of subsidiaries Total Cost of sales and rental and services as the consolidated financial statement

119,081 178,712 297,793 -

(22,422) 4,918 (17,504) 1,877 440 2,318

-18.83% 2.75% -5.88%

96,659 183,630 280,289 1,877 440 2,318

23,209 88,089 111,298 48,126 3.624 51,750

(73,450) (95,542) (168,991) 46,249 3.184 49,432

-75.99% -52.03% -60.29% 2463.41% 723.35% 2132.96%

297,793

282,607

(15,186)

-5.10%

163,048

(119,559)

-42.31%

Cost of sales and rental and service of the Company Year 2012, the Company had cost of sales, rental and service of 297.79 million Baht or 47.53 % of the revenue from sales, renting and services. Year 2013, the Company had cost of sales, rental and service of 280.29 million Baht which down from the year 2012 for 17.50 million Baht or 5.88 per cent, compared to income from sales, rentals and services of 582.91 million Baht, the Company had cost of sales as of 48.08 per cent of such income. Year 2014, the Company had cost of sales, rental and service of 111.30 million Baht with a decrease of 168.99 million Baht from 2013 or 60.29 %. It was in accordance with the revenue from sales and services of the Company which decreasing of 59.63 % due to the sale of the photocopier business on July 1, 2014, compared to income from sales, rentals and services of 235.30 million Baht, the Company had cost of sales as of 47.30 per cent of such income. Cost of sales and services of subsidiaries. In the 4th quarter of year 2013, the Company had invested in subsidiaries which had cost of sales and services of 2.32 million Baht, compared to revenues from sales and services totaling 6.24 million Baht, its subsidiaries had the cost of sales at 37.14 % of such income. In 2014, the Company had cost of sale and services with a total of 51.75 million Baht with an increase of 49.43 million Baht or 2132.96 %. Because of the investment increased of its subsidiaries compared to income from sales and services totaling Page 166.29 million Baht, its subsidiaries had the cost of sales at 31.12 % of such income 71

Management Discussion and Analysis : MD&A

Annual Report 2014

4. Selling and administrative expenses

Unit : Thousand Baht

2012 Selling and administrative expenses of the Company 86,256 Cost of sales 142,377 Administrative expenses 228,633 Total Cost of the administration. subsidiaries Total Cost of sales and leasing. 228,633 as the consolidated financial statement.

2013

Increase/ Decrease

% Change

2014

Increase/ Decrease

% Change

66,382 151,952 218,334

(19,873) 9,575 (10,299)

-23.04% 6.72% -4.50%

34,402 128,687 163,089

(31,981) (23,265) (55,245)

-48.18% -15.31% -25.30%

65,340 65,34

65,340 65,340

153,930 153,930

88,589 88,589

135.58% 135.58%

283,674

55,042

317,018

33,344

11.75%

24.07%

Selling and administrative expenses of the Company Year 2012, the Company had selling and administrative expenses in the amount of 228.63 million Baht or 36.49 % of the revenues from the sale, renting and services. Year 2013, the Company had selling and administrative expenses in the amount of 218.33 million Baht which decreasing from year 2012 for 10.30 million Baht or 4.50 % and was equal as 37.46 % of the revenue from sales, renting and services. Year 2014, the Company had selling and administrative expenses in the amount of 163.09 million Baht which a decrease of 55.25 million Baht from 2013 or 25.30 % and was 69.31 % of the revenue from sales, renting and services. Because, the cost of the photocopier business had declined and advice cost of Due Diligence for investment in the subsidiary had increased. Cost of administration of subsidiaries. Year 2013, the subsidiaries had the administration cost of 65.34 million Baht, which 93.36 % of that cost or 61.00 million Baht were expenses of Inter Far East Energy Limited (IFEE) which was a subsidiary of recruitment and investment in renewable energy. Year 2014, the subsidiaries had the cost the administration of 153.93 million Baht which increasing of 88.59 million Baht or 135.58 %. While 72.77 % of the cost was equal to 112.01 million Baht, were used as the cost of IFEE (such as interests paid to the Company in amount of 57.06 million Baht) and 9.24 million Baht or 6.01 % were cost of two subsidiaries where in the preparation phase for the construction. 5. Net Profit The net profit of the Company Year 2013, the Company had a net profit of 102.84 million Baht which decreasing for 65.87 million Baht or 39.04 % compared to the year 2012. Due to the major cause of the decrease of the revenue from sale and services for 43.65 million Baht or 6.97 %, gross profit decreased by 26.15 million Baht or 7.95 %, cost of sales and administrative expenses decreased by 10.30 million Baht or 4.50 %, other income had increased in amount of 12.37 million Baht or 39.59 %, profits from the sales of the year 2012 had decreased by 94.38 million Baht and income tax had also decreased by 32.79 million Baht. Year 2014, the Company had a net profit of 172.29 million Baht which an increase of 69.45 million Baht or 67.53 % compared to year 2013. 1. The profits from the sale of the "Sales and rental of photocopier business" in the amount of 203.91 million Baht comprised of; 1.1 The Company had profit from the sale of businesses and assets used in the selling photocopiers business of 164.79 million Baht. 1.2 Profit from sale of land and buildings for 39.12 million Baht. 2. Income from interest on loans to subsidiaries for 67.12 million Baht which increased by 56.67 million Baht or 542.41 %. 3. Performance of the "sale and lease photocopiers business " had dropped from the previous year for 155.59 million as a result of photocopier dealer contract of the Company had expired a on 31 March 2014, which caused the business revenue had decreased significantly, and ended when the Company was sold on July 1, 2014 as detailed below. 3.1 Revenues from sales and services business and leasing photocopiers business had decreased by 347.61 million Baht or 59.63 per cent and gross profit had decreased by 178.61 million Baht or 59.02 %. 3.2 Other income had decreased by 19.23 million Baht or 58.01 %. 3.3 Selling and administrative expenses had decreased by 55.25 million Baht or 25.30 %. 3.4 Financial costs had increased by 13.00 million Baht or 187.06 %. 4. The tax amounted to 53.64 million Baht, with an increase of 35.54 million Baht.

Page 72

Management Discussion and Analysis : MD&A

Annual Report 2014

Net income of subsidiaries In the 4th quarter of 2013, subsidiaries had recorded a net loss of 76.03 million Baht, which caused from losses in subsidiary "IFEE" as the advisor fee for investment in power generation from renewable energy of 33.25 million Baht, administrative expense 30.70 million Baht and financial cost 12.04 million Baht from borrowing the Company. Year 2014, the subsidiary had a net loss of 39.62 million Baht due to the net loss of IFEE of 103.76 million Baht (including the interest expense on IFEE take on loans from the Company in the amount of 57.06 million Baht), and other 10 subsidiaries with the total net profit of 10 million 64.14 Baht (3 subsidiaries invested company in late of year 2014 and recognized revenues by approximately 1-3 months, 2 subsidiaries had recognized revenues by approximately 9 months and other 2 subsidiaries had unopened yet, therefore no income). The operation results of the consolidated financial statement in year 2014, the Company had a net profit of 72.70 million Baht (after tax amounted to 48.35 million Baht) was less than the operation results of the financial statements of the Company amounted to 99.59 million Baht, due to important causes as follows; 1. Net profit had decreased due to the offsetting revenues and expenses of 67.12 million Baht from the loan between the Company and its subsidiaries. 2. Losses in its subsidiary, Inter Far East Energy Limited "IFEE", a subsidiary which investing in renewable energy and waste management of 103.76 million Baht (including the interest costs which IFEE borrowed from the Company in the amount 57.06 million Baht). 3. The operation results of other subsidiaries had the total net profit of 64.14 million Baht. 4. Income tax had decreased by 5.28 million Baht. 6. Financial position Asset Year 2013, the Company and its subsidiaries had total assets of 1,891.91 million Baht which increasing from year 2013 for 975.63 million Baht or 106.48 %. Mainly, the increase was in cash and cash equivalents received from the capital increase of the Company. As at December 31, 2014, the Company and its subsidiaries had total assets of 6,257.50 million Baht with an increase of 4,365.59 million Baht or 230.75 % as summarized as the following. 1. Cash and cash equivalents had increased from year 2013 for 2,516.22 million Baht or 392.72 % due to increased funding to support the expansion of the Company. 2. The Company had expanded the production and distribution of electricity from solar energy by investing in 9 subsidiaries with the investment value of 1,441.15 million Baht. Paid-up capital Investment fund Subsidiaries Abbreviation Shareholders Shareholders (%) (Million Baht) Capacity (MW) (Million Baht) 1. Green Energy Technology In (Thailand) Co., Ltd. 2. JP Solar Power Co., Ltd. 3. Sun Park Co., Ltd. 4. Sun Park 2 Co., Ltd. 5. V.O. Net Biodiesel Asia Co., Ltd 6. Scan Inter Far East Energy Co., Ltd 7. Green Growth Co., Ltd 8. East Energy Co., Ltd 9. IFEC Co., Ltd (Cambodia)

GE JP SP SP-2 VON SFEE GG IS IFEC-C

Company Company Company Company Company Company Company Company Company

100 100 100 100 100 100 80 100 100

43.5 80 30 42 20 60 225 77.7 33.0

1 3 1 1 1 2.5 10 2 20

100.00 400.0 49.00 49.00 49.86 258.69 273.69 227.91 33.00

Total

1,441.15

3. Changes in the assets of photocopier sales and leasing business: As the Company had distributed the sale and rental photocopier business on July 1, 2014, then the associated intangible asset had the increase / decrease compared with the financial statements for the year ended December 31, 2013 as follows: 3.1 Accounts receivable as at December 31, 2014, the Company had net accounts receivable amount to 11.81 million Baht which decreasing from year 2013 for 135.38 million Baht or 91.97 %. 3.2 Other receivables; the Company had other receivables amounted to 386.14 million Baht with an increase of 279.01 million Baht from year 2013 or 260.46 % comprised of receivable from the sale of 66.50 million Baht. The rest mainly deposits and advance in investment projects or in subsidiaries. 3.3 Inventories; the Company had inventories of 5.31 million Baht with a decrease of 95.54 million Baht or 94.73 % from the decrease of inventories, sales and rent photocopier business for 100.85 million Baht and an increase of inventories of one subsidiary in the amount of 5.31 million Baht. 3.4 Non-current assets held for sale; the Company had non-current assets held for sale of 145.04 million Baht with an increase of 63.92 million Baht or 78.79 %. Because of the remaining property after the abolition of trade on NND (Thailand) Co., Ltd which had been approved for sale by the resolution of the Extraordinary General Meeting of Shareholders No. 1/2557 on June 3, 2014, all this for the best interests of shareholders.

Page 73

Management Discussion and Analysis : MD&A

Annual Report 2014

Liability Year 2013, the Company and its subsidiaries had total liabilities of 352.82 million Baht with an increase of 128.98 million Baht or 128.98 million Baht from year 2012. This was increase of advance of a contract to sell the land amount to 20.00 million Baht, while the rest consisted of loans from financial institutions for working capital. As at December 31, 2014, the Company and its subsidiaries had total liabilities of 1,995.90 million Baht, an increase of 1,643.08 million Baht from the year 2013 or 465.71%. These liabilities had been used to support the expansion of renewable energy. However, the Company's debt to equity ratio still remain at the very low rate of 0.47 only. Shareholders’ equity The shareholders' equity of the Company and its subsidiaries as at December 31, 2013 was 1,539.09 million Baht, with an increase of 846.65 million Baht from year 2012 or 55.01 %. The main reason was the investment increase that caused the paid-up capital increased by 339.74 million Baht and 503.81 million Baht of premium on share. The shareholders' equity of the Company and its subsidiaries as at December 31, 2014 was 4,261.60 million Baht, with an increase of 2,722.51 million Baht from year 2013 or 176.89 % due to the main reasons as the following. 1. The capital increase Year 2014, the Company had received capital increase from the sale of shares to the private person and / or institutional investors, and / or investors with specific characteristics (Private Placement) as the Notification of the Securities and Exchange Commission. This caused the paid-up capital increased by 470.00 million Baht and the premium, on share amount to 1,827.56 million Baht. 2. The stock dividend and cash dividend Year 2014, the resolution of the meeting of shareholders on April 3, 2014 had approved the dividend for the year 2013 to the shareholders of the Company as ordinary shares for 45,870,524 shares or the amount of 45.87 million Baht and cash dividend for 0.01 Baht per share amounting to 9.17 million Baht. 3. The right to purchase shares of the warrants IFEC-W1 Year 2014, the Company had received capital increase from the IFEC-W1 warrant holders’ exercised ordinary shares of the Company at 1,300,549,388 shares at the book value 1 Baht per share, totaling 300.55 million Baht. 4. Shareholders' equity increased from profit and loss for the year amounted to 72.70 million Baht. Incidentally, in 2015, the Company had issued new shares to existing shareholders (Rights Offerings) of 172,660,769 shares at the price 4 Baht per share, as the rate of old 9 shares/ 1 new share as approved by the Extraordinary General Meeting. Shareholders No. 2/2557 on October 24, 2014. Then, paid-up capital increased by 172.66 million Baht and the total paid up capital was 1,736.61 million Baht as well as the premium on share had increased for 517.98 million Baht, total premium on share was. 2,849.34 million Baht. The remaining shares from the shares allocation was 1,111,869 shares had been held to allocate to the private placement at a price of 6.00 Baht per share 7. Key financial ratios Key financial ratios Liquidity: Liquidity ratio (times) Quick liquidity ratio (times) Accounts receivable turnover ratio (times). Collection period (days) Payable Turnover (times) Average payment period (days) Profitability ratios: Gross Profit Margin (%s) Operating Profit Margin (%s) Net Profit Margin (%s) Return On Equity or ROE (%s) Efficiency Ratio: Return on assets (%s) Return on fixed assets (%s) Financial Ratio: Debt to Equity Ratio (times) Interest Coverage Ratio (times) Earnings per share (บาท) Book value per share (บาท)

2012

2013

2014

2.0 1.5 4.0 91.2 19.2 19.0

3.6 3.2 3.7 97.6 13.7 26.6

2.6 2.6 5.1 72.3 13.7 26.6

43.7 30.0 22.4 24.4

48.7 10.1 4.3 1.7

37.4 24.8 11.4 1.7

18.4 67.7

1.4 6.2

1.2 4.9

0.3 36.7 0.4 1.7

0.2 3.4 0.04 2.1

0.48 4.3 0.05 2.7

The Company continues to maintain liquidity in line with previous years. Debt to equity ratio was at a very low rate of 0.48 times of 2014. As of July 1, 2014, the major revenues of the Company and subsidiaries were from the production and distribution of electricity from solar energy and waste management which had lower cost than traditional business and the risk of debt collection is also low because the Company's customers are Provincial Electricity Authority and various local authorities thus the profitability of the Company is higher, although the rate of return on assets and return on equity is reduced due to the capital increase. However, The Company plans to use these funds to expand the Page production and distribution of electricity from solar energy, biomass and wind energy, both domestic and abroad continually. As a result, the Company will continue to grow sustainably. 74

STATEMENT OF FINANCIAL POSITION

Annual Report 2014

INTER FAR EAST ENGINEERING PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2014 In Baht Consolidated

ASSETS Current Assets Cash and cash equivalents Accounts receivable - trade and others Short-term loan to other company Short-term loan to subsidiary Inventories Non-current assets held for sale Other current assets Total Current Assets Non-Current Assets Trade accounts receivable - long-term portion Deposits pledged as collateral Investment in subsidiary Other long-term investments Investment properties Property, plant and equipment Intangible assets Goodwill Deferred income tax assets Other non-current assets Total Non-Current Assets Total Assets

Separate

31 December 2014

31 December 2013

31 December 2014

31 December 2013

5 6 7 8, 9 10 11

3,156,933,084 397,952,069 15,000,000 5,313,548 145,035,442 36,115,619 3,756,349,762

640,716,903 254,317,984 100,850,031 81,118,400 197,870 1,077,201,188

2,833,355,235 300,724,499 521,975,044 145,035,442 0 3,801,090,220

359,567,487 236,150,208 727,000,000 100,850,031 81,118,400 197,870 1,504,883,996

6 12 13 14 15 16 17 26 18

43,823,126 1,379,163 1,469,677,522 20,613,920 781,883,235 41,126,277 142,649,002 2,501,152,245 6,257,502,007

50,448,064 47,289,287 2,577,939 66,385,925 429,075,409 24,642,346 142,384,896 37,575,329 14,328,853 814,708,048 1,891,909,236

22,087,442 1,791,146,991 1,379,163 61,858,612 616,658 36,614,639 9,936,536 1,923,640,041 5,724,730,261

50,448,064 36,989,287 999,970 2,577,939 64,130,501 222,537,601 1,589,745 31,004,593 10,809,707 421,087,407 1,925,971,403

(restated)

Note

The notes to the financial statements are an integral part of these financial statements.

Page 75

STATEMENT OF FINANCIAL POSITION (CON'T)

Annual Report 2014

INTER FAR EAST ENGINEERING PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2014 In Baht Consolidated

Separate

31 December 2014

31 December 2013

31 December 2014

31 December 2013

Current Liabilities Short-term loans from financial institutions 19 Accounts payable - trade and others Current portion of long-term loans 20 Current portion of liabilities under finance lease agreements Short-term loans from other persons Advance received under the agreement to sale of the property 11 Accrued income tax Other current liabilities Total current liabilities

1,241,683,831 43,419,529 101,287,445 6,824,121 45,000,000 13,279,483 4,469,298 1,455,963,707

180,569,590 64,147,830 5,218,233 2,099,010 45,000,000 4,632,235 301,666,898

1,241,683,831 47,666,433 45,000,000 13,279,483 340,400 1,347,970,147

180,569,590 61,053,546 45,000,000 2,200,479 288,823,615

Non-Current Liabilities Long-term loans Liabilities under finance lease agreements Retirement benefit obligations Deferred income tax liabilities Total non-current liabilities Total liabilities

516,462,483 14,500,879 3,772,678 5,197,776 539,933,816 1,995,897,523

15,575,752 23,034,024 12,538,683 51,148,459 352,815,357

1,347,970,147

22,027,000 22,027,000 310,850,615

1,990,090,044

1,376,300,733

1,990,090,044

1,376,300,733

1,563,953,734 16,110,971 2,331,362,296

747,533,822 16,110,971 503,806,998

1,563,953,734 16,110,971 2,331,362,296

747,533,822 16,110,971 503,806,998

44,372,802 4,000,000 240,812,922 75,722 4,200,688,447 60,916,037 4,261,604,484 6,257,502,007

35,722,802 4,000,000 180,964,582 50,954,704 1,539,093,879 1,539,093,879 1,891,909,236

44,372,802 4,000,000 416,429,175 531,136 4,376,760,114 4,376,760,114 5,724,730,261

35,722,802 4,000,000 256,991,491 50,954,704 1,615,120,788 1,615,120,788 1,925,971,403

LIABILITIES AND SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY Share capital Authorised share capital 1,990,090,044 ordinary shares (2013: 1,376,300,733 ordinary shares) at Baht 1 each Issued and paid up share capital 1,563,953,734 ordinary shares (2013: 747,533,822 ordinary shares) at Baht 1 each Premium on treasury stock Premium on share capital Retained earnings Appropriated for legal reserve Appropriated for other reserve Capital reserve for treasury stock Unappropriated Other components of equity Total shareholders' equity Non-controlling interests Total shareholders' equity TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

Note

20 18

The notes to the financial statements are an integral part of these financial statements.

Page 76

(restated)

STATEMENT OF COMPREHENSIVE INCOME

Annual Report 2014

INTER FAR EAST ENGINEERING PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2014 In Baht Consolidated Note REVENUES Sales Rental and service income Other income Total revenues EXPENSES Cost of sales Cost of rental and services Selling expenses Administrative expenses Total expenses Profit before financial costs and income tax expenses Financial costs Profit before income tax expenses Income tax expenses Profit for the year Other comprehensive income for the year Unrealised gain from changes in value of investments Premium on asset revaluation Currency translation differences

Actuarial gain arising from post-employment benefits Total comprehensive income for the year Total income attributable to: Owners of the parent Non-controlling interests Total comprehensive income attributable to: Owners of the parent Non-controlling interests EARNINGS PER SHAR BASIC EARNINGS PER SHARE Weighted average number of share (shares)

2014

Separate 2013

(restated)

2014

2013

208,228,900 193,367,008 236,471,752 638,067,660

223,084,047 366,064,313 40,823,408 629,971,768

61,462,854 173,840,430 284,953,435 520,256,719

217,581,332 365,326,541 43,594,863 626,502,736

71,335,345 91,712,279 34,401,752 282,616,594 480,065,970

98,536,256 184,070,319 66,382,325 217,291,959 566,280,859

23,209,214 88,088,609 34,401,752 128,687,089 274,386,664

96,658,831 183,630,205 66,382,325 151,951,665 498,623,026

158,001,690 (36,949,875) 121,051,815 (48,353,447) 72,698,368

63,690,909 (18,986,802) 44,704,107 (17,890,493) 26,813,614

245,870,055 (19,947,088) 225,922,967 (53,635,255) 172,287,712

127,879,710 (6,948,701) 120,931,009 (18,090,484) 102,840,525

421,391 (455,414)

724,543 3,157,139 -

421,391 -

724,543 3,157,139 -

72,664,345

946,775 31,642,071

172,709,103

946,775 107,668,982

72,698,368 72,698,368

26,813,614 26,813,614

172,287,712 172,287,712

102,840,525 102,840,525

72,664,345 72,664,345

31,642,071 31,642,071

172,709,103 172,709,103

107,668,982 107,668,982

0.07 983,120,598

0.06 471,018,137

0.18 983,120,598

0.22 471,018,138

The notes to the financial statements are an integral part of these financial statements.

Page 77

21 22 22 22 27

21 22 22

16,110,971 16,110,971 16,110,971

1,563,953,734

Page 78

16,110,971 16,110,971

Premium on treasury stock

747,533,822 747,533,822 770,549,388 45,870,524 -

407,792,810 339,741,012 747,533,822

The notes to the financial statements are an integral part of these financial statements.

Balance as at 1 January 2014 as previsiou report Adjustment As adjusted Increase in share capital Common stock dividend Dividends paid Appropriated for legal reserve Decrease in deposal fixed assets Non-controlling interest Total income for the year Total comprehensive income for the year Balance as at 31 December 2014

Balance as at 1 January 2013 Increase in share capital Appropriated for legal reserve Dividends paid Total comprehensive income for the year Balance as at 31 December 2013

Note

Issued and paid up share capital

2,331,362,296

503,806,998 503,806,998 1,827,555,298 -

503,806,998 503,806,998

Premium on share capital

44,372,802

35,722,802 35,722,802 8,650,000 -

30,592,802 5,130,000 35,722,802

Legal reserve

4,000,000

4,000,000 4,000,000 -

4,000,000 4,000,000

Other reserve

Retained earnings

182,158,108 (1,193,526) 180,964,582 (45,870,524) (9,174,463) (8,650,000) 50,844,959 72,698,368 240,812,922

186,871,366 (5,130,000) (28,537,175) 27,760,391 180,964,582

Unappropriated

In Baht

(455,414) (455,414)

Currency tanslation difference

109,745 109,745 421,391 531,136

(614,798) 724,543 109,745 50,844,959 50,844,959 (50,844,959) -

47,687,820 3,157,139 50,844,959

Unrealised gain (loss) Premium on from changes in asset revaluation value of investments

Other components of equity

INTER FAR EAST ENGINEERING PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEAR ENDED 31 DECEMBER 2014

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

50,954,704 50,954,704 (50,844,959) (34,023) 75,722

47,073,022 3,881,682 50,954,704

Total other components of shareholders'equity

1,540,287,405 (1,193,526) 1,539,093,879 2,598,104,686 (9,174,463) 72,698,368 (34,023) 4,200,688,447

692,440,971 843,548,010 (28,537,175) 31,642,073 1,539,093,879

Total equity

60916037 60916037

Non-Controlling Interest

1,540,287,405 (1,193,526) 1,539,093,879 2,598,104,686 (9,174,463) 60,916,037 72,698,368 (34,023) 4,261,604,484

692,440,971 843,548,010 (28,537,175) 31,642,073 1,539,093,879

Total.shareholders' equity

Annual Report 2014

21 22 22 22 27

21 22 22

407,792,810 339,741,012 747,533,822 770,549,388 45,870,524 1,563,953,734

The notes to the financial statements are an integral part of these financial statements.

Balance as at 1 January 2013 Increase in share capital Appropriated for legal reserve Dividends paid Total comprehensive income for the year Balance as at 31 December 2013 Increase in share capital Common stock dividend Dividends paid Appropriated for legal reserve Decrease in deposal fixed assets Total comprehensive income for the year Balance as at 31 December 2014

Note

Issued and paid up share capital

16,110,971 16,110,971 16,110,971

Premium on treasury stock

503,806,998 503,806,998 1,827,555,298 2,331,362,296

Premium on share capital

30,592,802 5,130,000 t35,722,802 8,650,000 44,372,802

Legal reserve

INTER FAR EAST ENGINEERING PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2014

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

4,000,000 4,000,000 4,000,000

Other reserve

Retained earnings

In Baht

186,871,366 (5,130,000) (28,537,175) 103,787,300 180,964,582 (45,870,524) (9,174,463) (8,650,000) 50,844,959 172,287,712 416,429,175

Unappropriated

(614,798) 724,543 109,745 421,391 531,136

47,687,820 3,157,139 50,844,959 (50,844,959) -

Unrealised gain (loss) Premium on from changes in asset revaluation value of investments

Page 79

47,073,022 3,881,682 50,954,704 (50,844,959) 421,391 531,136

Total other components of shareholders'equity

Other components of equity

692,440,971 843,548,010 (28,537,175) 31,642,073 1,615,120,788 2,598,104,686 (9,174,463) 172,709,103 4,376,760,114

Total equity

Annual Report 2014

STATEMENT OF CASH FLOWS

Annual Report 2014

INTER FAR EAST ENGINEERING PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2013 In Baht Consolidated financial statements Separate financial statements 2014

Cash flows from operating activities Profit before income tax Adjustments to reconcile profit to net cash provided by operating activities Gain on sale of short-term investments Bad debts and doubtful accounts Unrealised loss from inventory obsolescence Gain on disposal of investments Gain on sale of business Loss for impairment of equipment Reversal on impairment of investment properties Depreciation Gain on sales of equipment and investment properties Amortisation of intangible assets Unrealised (gain) loss on foreign exchange rate Retirement benefit obligations Interest expenses Profit from operating activities before changes in operational assets and liabilities Decrease (Increase) in operational assets Accounts receivable - trade and others Inventories Other current assets Other non-current assets Increase (Decrease) in operational liabilities Accounts payable - trade Other payables and other current liabilities Retirement benefit obligations Cash receipt from operating activities Interest paid Income tax paid Net cash provided by operating activities

2014

2013

121,051,815

44,704,107

225,922,967

120,931,009

5,203,351 2,095,029 (111,694) (164,794,594) 1,185,923 81,805,605 (91,930,644) 3,191,343 4,372,234 36,949,875

3,425,427 1,802,829 (13,079,575) 1,887,595 (3,397,097) 80,058,807 (2,237,044) 574,865 (2,465,487) 3,164,445 18,986,802

5,203,351 2,095,029 (111,694) (164,794,594) 1,185,923 39,951,083 (91,930,644) 216,147 (7,137,888) 19,947,088

2,635,427 1,802,829 (13,079,575) 1,887,595 (3,397,097) 76,184,794 (3,169,259) 537,471 (2,465,487) 2,157,421 6,948,701

(981,757)

133,425,674

30,546,768

190,973,829

(58,451,452) (45,425,051) (39,256,472) (125,074,078)

(23,051,715) (54,770,975) (32,429) (1,695,844)

(6,075,655) (40,111,503) 197,870 873,171

(9,112,506) (54,770,975) (35,852) 674,466

(106,827,178) (1,977,758) (23,633,580) (401,627,326) (36,949,875) (45,965,901) (484,543,102)

3,695,107 (33,752) 57,536,066 (19,291,366) (28,804,238) 9,440,462

(21,163,274) 5,916,082 (14,889,112) (44,705,653) (19,947,088) (45,965,818) (110,618,559)

3,695,107 (4,724,571) 126,699,498 (6,948,701) (28,985,430) 90,765,367

The notes to the financial statements are an integral part of these financial statements.

Page 80

2013

(restated)

STATEMENT OF CASH FLOWS (CON'T)

Annual Report 2014

INTER FAR EAST ENGINEERING PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENT OF CASH FLOWS (CON'T) FOR THE YEAR ENDED 31 DECEMBER 2013 In Baht Consolidated financial statements Separate financial statements 2014

Cash flows from investing activities Decrease (increase) in fixed deposits pledged as collateral Cash paid for investment in a subsidiary Cash paid for acquisition of subsidiaries net of cash received from subsidiaries (Note 26) Increase in short-term loan to a subsidiary Proceeds from long-term loan to related person Proceeds from loan to other company Proceeds from disposal of investments Advance received under the agreement to sale of the property Cash paid for purchase of equipment (supplement cash flows information 3) Cash paid for purchase of intangible assets Proceeds from disposal of equipment and investment properties Net cash provided by (used in) investing activities Cash flows from financing activities Increase in bank overdrafts and short-term loans from financial institutions Repayments of long-term loans from financial institutions Repayments of short-term loans from other persons Repayments of liabilities under finance lease agreements Cash received from increase in share capital - net of transaction costs Non-controlling interests Dividends paid Net cash provided by (used in) financing activities Currency translation differences Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, Beginning of the year Cash and cash equivalents, End of the year

2013

(restated)

2014

2013

3,466,161 -

(26,514,338) -

14,901,845 (1,790,147,021)

(16,214,338) (999,970)

(1,026,461,145) 16,960,000 (192,225,555) (276,931) 558,453,347 (640,084,123)

(233,673,495) 23,700,000 42,580,134 20,000,000 (52,948,315) (1,074,280) 10,052,609 (217,877,685)

205,024,956 (52,178,608) (357,073) 557,117,744 (1,065,638,157)

(727,000,000) 42,580,134 20,000,000 (3,315,606) 9,105,789 (675,843,991)

1,061,114,241 182,862,738 (240,491,401) (5,116,981)

72,736,357 (81,622,935) (5,951,045) (1,904,315)

1,061,114,241 -

78,750,047 -

2,598,104,686 54,000,000 (9,174,463) 3,641,298,820 (455,414) 2,516,216,181 640,716,903 3,156,933,084

843,548,010 (28,537,175) 798,268,897 589,831,674 50,885,229 640,716,903

2,598,104,686 (9,174,463) 3,650,044,464 2,473,787,748 359,567,487 2,833,355,235

843,548,010 (28,537,175) 893,760,882 308,682,258 50,885,229 359,567,487

The notes to the financial statements are an integral part of these financial statements.

STATEMENT OF CASH FLOWS (CON'T) 1 In 2014, the Company transferred its inventories of Baht 31,932,536 to property, plant and equipment. 2 In 2014, the Company transferred its investment properties and property, plant and equipment of Baht 63,917,041 and 14,601,199 respectively, to non-current assets held for sale. 3 In 2014, the Company paid the ordinary share dividend of Baht 45,870,524. 4 In 2014, the Company disposed of business and assets and as at December 31, 2014, the Company has outstanding receivable disposed of assets of from Baht 66,500,000. The notes to the financial statements are an integral part of these financial statements.

Page 81

Independent Auditorâ&#x20AC;&#x2122;s Report

Annual Report 2014

To the Board of Directors and Shareholders of Inter Far East Engineering Public Company Limited I have audited the accompanying consolidated financial statements of Inter Far East Engineering Public Company Limited and its subsidiaries, which comprise the consolidated statement of financial position as at 31 December 2014, and the related consolidated statements of comprehensive income, changes in shareholdersâ&#x20AC;&#x2122; equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information, and have also audited the separate financial statements of Inter Far East Engineering Public Company Limited for the same period. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion. Opinion In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Inter Far East Engineering Public Company Limited and its subsidiaries and of Inter Far East Engineering Public Company Limited as at 31 December 2014, and their financial performance and cash flows for the year then ended, in accordance with Thai Financial Reporting Standards. Emphasis of matter Without qualifying my opinion, I draw attention to notes 26 to the financial statements, in 2014, the Company invested in 6 subsidiaries. The Company is during consider the businessâ&#x20AC;&#x2122;s fair value, and has assigned the independent appraiser to evaluated such business fair value. At the dated of these financial statements approval, the Company is considering such information. Accordingly, the fair value of assets acquired and liabilities acquired as at the date of acquisition value estimate may be adjusted. The Company and subsidiary assessed the fair value at the acquisition date of identifiable assets acquired and liabilities assumed of 2 subsidiaries which invested in 2013 and the assessment process has been completed within the period of twelve months from the acquisition date allowed by Thai Financial Reporting 3 (revised 2009). The Company has retrospectively adjusted the provisional amount recognised at the acquisition date. Other matters The consolidated financial statements of Inter Far East Engineering Public Company Limited and its subsidiaries and the financial statements of Inter Far East Engineering Public Company Limited for the year ended 31 December 2013 which have been presented herewith for comparative purposes were audited by other auditor, whose report dated 20 February 2014 expressed an unqualified opinion and has been retrospectively adjusted as discussed above.

Jirote Sirirorote Certified Public Accountant Registration No. 5113 Karin Audit Co., Ltd. Bangkok 26 February 2015

Page 82

Notes to Financial Statements

Annual Report 2014

1. GENERAL INFORMATION Inter Far East Engineering Public Company Limited was incorporated as a limited company under Thai laws and later changed its status to a public limited company under the Public Limited Company Act. Its registered address is 33 Soi Ramkamhaeng 22, Ramkamhaeng Road, Hua-Mak, Bangkapi, Bangkok, and when 23 July 2014 address of new company is 29th floor, The Ninth Tower Building, 33/4 Rama 9 Road, Hui Kwang, Hui Kwang, Bangkok. The Group’s principal activities are as follows: 1) Trading and hire of office equipment, specifically photocopiers, and automatic copiers, together with related maintenance services. According to the Exclusive Distributorship Agreement, the Company was appointed as an Exclusive Distributor for "Konica Minolta" brand copiers and product in Thailand. The Agreement will expire in March 2014. (The counterparties do not intend renew the contract, but allowed the Company operation up to 1st July, 2014 and the Company has plans to disposition of assets relating this business as mentioned in Note 27). 2) Power generation and distribution. 3) Community waste management. 2. BASIS OF FINANCIAL STATEMENTS PREPARATION The financial statements are prepared in accordance with Thai Financial Reporting Standards (TFRS); guidelines promulgated by the Federation of Accounting Professions (“FAP”); and applicable rules and regulations of the Thai Securities and Exchange Commission. The financial statements have been prepared under the historical cost convention except as disclosed in the accounting policies. The consolidated financial statements of Inter Far East Engineering Public Company Limited and its subsidiaries (together referred to as the “the Group”). Details of the Company’s subsidiaries are as follows:

Inter Far East Energy Co., Ltd. ("IFEE") Green Energy Technology In (Thailand) Co., Ltd. Clean City Co., Ltd. (Holding by IFEE) J.P. Solar Power Co., Ltd. SUNPARK Co., Ltd. SUNPARK 2 Co., Ltd. V.O. Net Bio Diesel Asia Co., Ltd. Scan Inter Far East Energy Co., Ltd. Green Growth Co., Ltd. East Energy Co., Ltd. IFEC (Cambodia) Co., Ltd.

Activities

Percentage of Holding

Holding company (investing in Solar Power and community waste management) Power generation and distribution Community waste management Power generation and distribution Power generation and distribution Power generation and distribution Power generation and distribution Power generation and distribution Power generation and distribution Power generation and distribution Power generation and distribution

99.99 99.99 99.99 99.99 99.99 99.99 99.99 99.99 80.00 99.99 100.00

The Group prepared a consolidated financial statement from June 2013 onwards. The significant transactions between the Company and the subsidiaries have been eliminated in the consolidated financial statements. “The Company” represents “Inter Far East Engineering Public Company Limited,” while “The Group” represents “Inter Far East Engineering Public Company Limited” and its subsidiaries as above.

Page 83

Notes to Financial Statements (Con't)

Annual Report 2014

3. BASIS OF FINANCIAL STATEMENT PREPARATION 3.1 Statement of compliance The financial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions (FAP); applicable rules and regulations of the Thai Securities and Exchange Commission. The financial statements issued for Thai reporting purposes are prepared in the Thai language. This English translation of the financial statements has been prepared for the convenience of readers not conversant with the Thai language. Thai Financial Reporting Standards (TFRS) new effective Effective from January 1, 2014 the interim financial statements are prepared on new and revised TFRS issued by FAP in year 2013 as follows: TAS TAS 1 (revised 2012) TAS 7 (revised 2012) TAS 12 (revised 2012) TAS 17 (revised 2012) TAS 18 (revised 2012) TAS 19 (revised 2012) TAS 21 (revised 2012) TAS 24 (revised 2012) TAS 28 (revised 2012) TAS 31 (revised 2012) TAS 34 (revised 2012) TAS 36 (revised 2012) TAS 38 (revised 2012) TFRS 2 (revised 2012) TFRS 3 (revised 2012) TFRS 4 TFRS 5 (revised 2012) TFRS 8 (revised 2012) TFRIC 1 TFRIC 4 TFRIC 5 TFRIC 7 TFRIC 10 TFRIC 12 TFRIC 13 TFRIC 17 TFRIC 18 TIC 15 TIC 27 TIC 29 TIC 32

Topic Presentation of financial statements Statement of Cash Flows Income Taxes Leases Revenue Recognition Employee Benefits The Effects of Changes in Foreign Exchange Rates Related Party Disclosures Investments in Associates Interests in Joint Ventures Interim Financial Reports Impairment of Assets Intangible Assets Share-based Payment Business Combinations Insurance Contracts Non-current Assets held for Sale and Discontinued Operations Operating Segments Changes in Existing Decommissioning, Restoration and Similar Liabilities Determining whether an Arrangement contains a Lease Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds Applying the Restatement Approach under TAS 29 Financial Reporting in Hyperinflationary Economies Interim Financial Reporting and Impairment Service Concession Arrangements Customer Loyalty Programs Distributions of Non-cash Assets to Owners Transfers of Assets from Customers Operating Leases-Incentives Evaluating the Substance of Transactions Involving the Legal Form of a Lease Service Concession Arrangements – Disclosure Intangible Assets-Web Site Costs

Year effective 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2016 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014

In addition to the above new and revised TFRS, the FAP has issued a number of other new and revised TFRS which are effective for annual financial periods beginning on or after January 1, 2015 and have not been adopted in the preparation of these financial statements. Those new and revised TFRS that may be relevant to the Company’s operations, which become effective for annual financial periods beginning on or after January 1 in the year indicated, are set out below. The Company does not plan to adopt these TFRS early.

Page 84

Notes to Financial Statements (Con't) TAS TFRS 3(revised 2014)* TFRS 4 TFRS 8(revised 2014)* TFRS 10* TFRS 11* TFRS 12* TFRS 13* TAS 1 (revised 2014)* TAS 16 (revised 2014)* TAS 18 (revised 2014)* TAS 19 (revised 2014)* TAS 20 (revised 2014)* TAS 21 (revised 2014)* TAS 27 (revised 2014)* TAS 28 (revised 2014)* TAS 29 (revised 2014)* TFRIC 5(revised 2014)*

Annual Report 2014 Topic

Year effective

Business Combinations Insurance Contracts Operating Segments Consolidated Financial Statements Joint Arrangements Disclosure of Interests in Other Entities Fair Value Measurement Presentation of Financial Statements Property, Plant and Equipment Revenue Employee Benefits Accounting for Government Grants and Disclosure of Government Assistance The Effects of Changes in Foreign Exchange Rates Separate Financial Statements Investments in Associates and Joint Ventures Financial Reporting in Hyperinflationary Economies Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds

2015 2016 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015

The Company has made a preliminary assessment of the potential initial impact on the Company’s financial statements of these new and revised TFRS and expects that there will be no material impact on the financial statements in the period of initial application. 3.2 Presentation currency The financial statements are prepared and presented in Thai Baht. All financial information presented in Thai Baht has been rounded to the nearest thousand or million unless otherwise stated. 4. SIGNIFICANT ACCOUNTING POLICIES 4.1 Cash and cash equivalents Cash and cash equivalents consist of cash in hand, cash at banks and all highly liquid investments with an original maturity of three months or less and not subject to withdrawal restricts. Deposits at financial institutions that are restricted in use are presented as “Deposits pledged as collateral” as part of non-current assets in the statements of financial position. 4.2 Short-term and other investments Investments in unit trusts of mutual funds and in marketable securities, which the Company holds as investments in available-for-sale securities, are determined at fair value determined by reference to the Stock Exchange of Thailand quoted bid price at the end of the year. Changes in the value of the securities are shown as separate items in shareholders’ equity until the securities are sold and the changes are then included in profit or loss. Other long-term investments comprise investments in non-marketable equity securities and investment in held-to-maturity debt securities which are carried at cost, net of allowance for impairment (if any) and at amortized cost respectively. The Company recognizes loss on impairment of other investments in the profit or loss when the fair value of the investments is lower than their cost. 4.3 Trade accounts receivable Trade receivables are carried at anticipated realizable value. An estimate is made for doubtful receivables based on a review of all outstanding amounts at the year end. Bad debts are written off during the year in which they are identified. The Company’s management estimates the allowance for doubtful accounts from the ending balance of accounts receivable. The estimate encompasses consideration of past collection experiences and other factors, such as changes in the composition and volume of the receivable, the relationship of the allowance for doubtful accounts to the receivable and the local economic conditions. 4.4 Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by the weighted average method. The cost of purchase comprises both the purchase price and costs directly attributable to the acquisition of the inventory, such as import duties and transportation charges, less all attributable discounts, allowances or rebates. Net realizable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses. Allowance is made, where necessary, for obsolete, slow moving and defective inventories.

Page 85

Notes to Financial Statements (Con't)

Annual Report 2014

4.5 Non-current assets held for sale Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. The assets (or disposal group) are measured at the lower of their carrying value and fair value less cost to sell. Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, and investment properties. Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss. 4.6 Investment Subsidiary Subsidiary, which is that entity in which the Group has an interest of more than one half of the voting rights or otherwise has power to exercise control over the operations are consolidated. Subsidiary is consolidated from the date on which controls is transferred to the Group and are no longer consolidated from the date that control ceases. All intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated; unrealized losses are also eliminated unless cost cannot be recovered. Where necessary, accounting policies of subsidiary has been changed to ensure consistency with the policies adopted by the Group. Investment in subsidiary is reported by using the cost method of accounting in the separate financial statements. Available-for-sale investments Available-for-sale investments stated at fair value. Changes in value of investments are recognized separately in equity. When the investments are derecognized, the change previously recognized in equity is recognized in statement of comprehensive income. The fair value of investments is based on quoted bid price at the reporting date by reference to the Stock Exchange of Thailand. Other long-term investments Other long-term investments are non-marketable equity securities are carried at cost less impairment loss (if any). 4.7 Investment properties Investment properties are properties which are held to earn rental income, for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment properties are stated at cost less accumulated depreciation and losses on decline in value. Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labor, and other costs directly attributable to bringing the investment property to a working condition for its intended use and capitalized borrowing costs. Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each property, except for land of investment property which is considered to have an indefinite life. The estimated useful lives of building and construction are 20 years. 4.8 Property, plant and equipment Land is shown at fair value, based on terminal valuation by external independent values, the revaluation is made every five years. Plant and equipment are shown at historical cost less accumulated depreciation. Increases in the carrying amount arising on revaluation of property, plant and equipment are credited to the premium of asset valuation in shareholdersâ&#x20AC;&#x2122; equity. Decreases that offset previously increase of the same asset are charged against that premium; all other decreases are charged to the profit or loss. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. Estimated recoverable amount is the higher of the anticipated discounted cash flows from the continuing use of the asset and the amount obtainable from the sale of the asset less any costs of disposal. Depreciation is calculated on the straight line method to write off the cost or the revalued amount of each asset, except for land which is considered to have an indefinite life, to its residual value over the estimated useful life as follows; Building Fixtures and office equipment Motor vehicles

20 years 5 years 5 years

Photocopies for lease are depreciated under the sum-of-the-years-digits method over the period of 3 - 5 years. Gains and losses on disposals are determined by comparing proceeds with the carrying amount and are included in operating profit.

Page 86

Notes to Financial Statements (Con't)

Annual Report 2014

4.9 Leases - where the Company is the lessor Assets leased out under operating leases are included in property, plant and equipment under Photocopies for lease in the statement of financial position. They are depreciated over their expected useful lives under the sum-of-the-year digit. Rental income is recognized on a straight-line basis over the lease term. 4.10 Intangible assets Intangible asset is computer software which is stated at historical cost and amortized using the straight line method over its useful live (5-10 years). Adder is stated at cost and amortized using the straight line method over the remaining period of the agreements. 4.11 Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Groupâ&#x20AC;&#x2122;s share of the net assets of the acquired subsidiary undertaking at the date of acquisition. Goodwill on acquisitions of subsidiary is separately reported in the consolidated statement of financial position. Recognized goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of a subsidiary include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash generating units for the purpose of impairment testing. The allocation is made to those cash generating units or group of cash generating units that are expected to benefit from the business combination in which the goodwill arose. 4.12 Impairment of assets The Group reviewed the impairment of land building and equipment whenever events or changes in circumstances indicate that the recoverable amount of assets is below the carrying amount. the Group recognize the impairment losses in the statements of income and a reversal of impairment loss is recognized as income when there is an indication that the expected recoverable amount is higher than the amount recognized provided that such a reversal should not exceed the carrying amount that would have been determined (net of amortization and depreciation) had no impairment loss been recognized for the asset in prior periods. 4.13 Accounting for leases - where a company is the lessee Leases of assets 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 charges so as to achieve a constant rate on the finance balance outstanding. The outstanding rental obligations, net of finance charges, 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 useful life of the assets. Leases not transferring a significant portion of the risks and rewards of ownership to the lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the profit or loss on a straight-line basis over the period of the lease. 4.14 Provisions Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Company expects a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. 4.15 Employee benefits Short-term employee benefits Salaries, wages, bonuses and contributions to the social security fund are recognized as expenses when incurred. Post-employment benefits Defined contribution plans The Group and its employees have jointly established a provident fund. The fund is monthly contributed by employees and by the Group. The fundâ&#x20AC;&#x2122;s assets are held in a separate trust fund and the Group contributions are recognized as expenses when incurred. Defined benefit plans The Group has obligations in respect of the severance payments it must make to employees upon retirement under labor law. The Company and its subsidiaries treat these severance payment obligations as a defined benefit plan. The obligation under the defined benefit plan is determined by a professionally qualified independent actuary based on actuarial techniques, using the projected unit credit method. Actuarial gains and losses arising from other long-term benefits are recognized immediately in profit or loss. The defined benefits liability comprises the present value of the defined benefit obligation less unrecognized past service cost and unrecognized actuarial gains or losses. 4.16 Revenue recognition Sales and service income are recognized on the delivery of goods or on customer acceptance or the services are rendered. Sales are shown net of sales taxes and discounts. Gross profit from hire-purchase contracts are recognized as income upon signing hire-purchase contracts. The interest on hire-purchase contracts is recognized as revenue on Effective Interest Rate basis. Dividend income is recognized in the profit or loss on the date the Companyâ&#x20AC;&#x2122;s right to receive payments is established. Interest incomes are recognized on an accrual basis. Page

Notes to Financial Statements (Con't)

Annual Report 2014

4.17 Foreign currency translation Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the statements of financial position date are translated into Baht at the exchange rates ruling at that date. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in the profit or loss. 4.18 Income tax Income tax expense represents the sum of corporate income tax currently payable and deferred tax. Current tax Current income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable profits determined in accordance with tax legislation. Deferred tax Deferred income tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts at the end of each reporting period, using the tax rates enacted at the end of the reporting period. The Group recognizes deferred tax liabilities for all taxable temporary differences while they recognise deferred tax assets for all deductible temporary differences and tax losses carried forward to the extent that it is probable that future taxable profit will be available against which such deductible temporary differences and tax losses carried forward can be utilized. At each reporting date, the Group reviews and reduces the carrying amount of deferred tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. The Group records deferred tax directly to shareholders' equity if the tax relates to items that are recorded directly to shareholders' equity. 4.19 Earnings per share Basic earnings per share are calculated by dividing the profit for year attributable to shareholders by the weighted average number of common shares in issue during the year not included treasury stock. Diluted earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue and paid during the period adjusted for the effect of conversion of warrant to ordinary share. 4.20 Financial instruments Financial assets carried on the statement of financial position include cash and cash equivalents trade accounts receivable and restricted cash. Financial liabilities carried on the statement of financial position include trade accounts payable, financial lease obligations and accrued expenses. The particular recognition methods adopted are disclosed in the individual policy associated with each item. 4.21 Significant accounting judgments and estimates The preparation of financial statements in conformity with generally accepted accounting principles at times requires management to make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates affect reported amounts and disclosures and actual results could differ from these estimates. Significant judgments and estimates are as follows: Allowance for doubtful accounts In determining an allowance for doubtful accounts, the management needs to make judgement and estimates based upon, among other things, past collection history, aging profile of outstanding debts and the prevailing economic condition. Allowance for net realizable value The Group considers the allowance for net realizable value based on the estimate of selling price in the ordinary course of business and normal condition of inventory. The net realizable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses. Property plant and equipment and intangible assets In determining depreciation of plant and equipment and intangible assets, the management is required to make estimates of the useful lives and residual values of the plant and equipment and intangible assets and to review estimate useful lives and residual values when there are any changes. In addition, the management is required to review property, plant and equipment for impairment on a periodical basis and record impairment losses when it is determined that their recoverable amount is lower than the carrying amount. This requires judgments regarding forecast of future revenues and expenses relating to the assets subject to the review. Leases In determining whether a lease is to be classified as an operating lease or finance lease, the management is required to use judgment regarding whether significant risk and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement. Post-employment benefits under defined benefit plans The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate. 4.22 Related parties Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company, including holding companies, subsidiaries and fellow subsidiaries are related parties of the Company. Associates and individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the enterprise, key management personnel, including directors and officers of the Company and close members of the family of these individuals and companies associated with these individuals also constitute related parties. In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form.

Page 88

Notes to Financial Statements (Con't) 5. CASH AND CASH EQUIVALENTS

(Unit : Baht)

Consolidated Financial Statement Separated Financial Statement 2014

Cash on hand Cash at banks Current accounts Saving accounts Fixed deposit Total

985,642 14,373,292 3,111,573,150 30,001,000 3,156,933,084

2013

2014

433,138

2013

1,275

171,455

128,000,336 1,623,577 512,283,429 2,831,730,383 640,716,903 2,833,355,235

2,442,147 356,953,885 359,567,487

6. TRADE AND OTHER ACCOUNTS RECEIVABLE (Unit : Baht)

Consolidated Financial Statement Separated Financial Statement 2014 Trade accounts receivable Less : Allowance for doubtful accounts Accounts receivable-hire purchase Less : Deferred interest Less : Allowance for doubtful accounts Trade accounts receivable - net Less : Long-term portion Trade accounts receivable current portion Add : Other receivable Total accounts receivable – trade and other, net

2013

2014

2013

16,383,309 (4,568,576) 11,814,433 2,096,624 (2,096,624) 11,814,433 11,814,433

116,074,171 (4,953,704) 111,120,467 100,049,246 (11,870,040) (1,657,488) 86,521,718 197,642,185 (50,448,064) 147,194,121

21,231,880 (4,568,576) 16,663,304 2,096,624 (2,096,624) 16,663,304 16,663,304

113,617,909 (4,953,704) 108,664,205 100,049,246 (11,870,040) (1,657,488) 86,521,718 195,185,923 (50,448,064) 144,737,859

386,137,637 397,952,070

107,123,863 254,317,984

284,061,195 300,724,499

91,412,349 236,150,208

(Unit : Baht)

Consolidated Financial Statement Separated Financial Statement 2014

Less : Allowance for doubtful accounts

Net

2013

2014

Subsidiary

Relation

Inter Far East Energy Co., Ltd. SUNPARK Co., Ltd. SUNPARK 2 Co., Ltd. V.O. Net Bio Diesel Asia Co., Ltd. Scan Inter Far East Energy Co., Ltd. Green Growth Co., Ltd.

Shareholding by the Company and directorship Shareholding by the Company and directorship Shareholding by the Company and directorship Shareholding by the Company and directorship Shareholding by the Company and directorship Shareholding by the Company and directorship

Green Energy Technology In (Thailand) Co., Ltd. East Energy Co., Ltd. IFEC (Combodia) Co., Ltd. Clean City Co., Ltd. J.P. Solar Power Co., Ltd.

Shareholding by the Subsidiary and directorship Shareholding by the Subsidiary and directorship Shareholding by the Subsidiary and directorship Shareholding by the Subsidiary and directorship Shareholding by the Subsidiary and directorship

Related company CBSM Capital Services Pte. Ltd. (“CBSM”) (registered in Singapore)

Directorship (resignation from the director of CBSM on 29th October, 2013) Directorship (resignation from the director of CBSM on 24th October, 2014) Directorship

3,378,227

147,828,970

8,227,098

145,372,708

7,704,992 731,214 1,601,765 5,063,737 18,479,935 (6,665,502) 11,814,433

43,953,765 4,355,318 3,008,262 5,107,062 204,253,377 (6,611,192) 197,642,185

7,704,992 731,214 1,601,765 5,063,737 23,328,806 (6,665,502) 16,663,304

43,953,765 4,355,318 3,008,262 5,107,062 201,797,115 (6,611,192) 195,185,923

(Unit : Baht)

Consolidated Financial Statement Separated Financial Statement 112,360,000 Receivable from disposition of business 66,500,000 131,191,830 Advances 21,501,933 Prepaid expenses Account receivable - Revenue Department 5,984,581 8,400 Advance payment from purchase of goods 1,182,367 Accrued income 44,925,543 Other receivables 2,482,983 Others 386,137,637 Total

Pricing policy At price which had been agreed upon

Rental and service income Loan to Guarantee

Interest charge at rate of 6.0% per annum

No fee charged.

8.2 Balances of transactions with related parties Balances of significant transactions with subsidiaries and related company as at 31 December 2014 and 2013 are as follows: (Unit : Baht)

Consolidated Financial Statement Separated Financial Statement 2014

Other receivable consisted of 2014

Trinity Securities Co., Ltd.

2013

On 3rd June, 2014, the Shareholders resolved to disposed of a part of assets as above to Konica Minolta Business Solution (Thailand) Company Limited and the Company has already disposed such assets (Note 27).

Deposits

7.SHORT - TERM LOAN TO OTHER COMPANY As at 31 December 2014, the Company has short term loan to True Energy Power Lopburi Co., Ltd. amounting to Baht 15 million and bears interest at the rate of 6% per annum and repayable on demand. 8. TRANSACTIONS WITH RELATED PARTIES 8.1 Relationship and pricing policies

NND (Thailand) Limited

The aging of the outstanding trade accounts receivable was presented as follows:

Not yet due receivables Over due : Less than 3 months 3-6 months 6-12 months Over 12 months Total

Annual Report 2014

2013

60,024,714 6,864,826 20,573,320 2,358,045 521,615 215,949 16,338,304 227,090 107,123,863

2014

112,360,000 66,500,000 80,904,488 535,395 5,984,581 14,607,901 3,168,830 284,061,195

2013

50,000,000 6,509,253 18,567,658 83,206 521,615 215,949 15,514,668 91,412,349

Trade accounts receivable (Note 6) Subsidiaries Prepaid interest income Related company Short-term loan to subsidiary (Note 8) Subsidiary Accrued interest Subsidiary

2013

2014

2013

25,958

49,315

521,975,045

727,000,000

14,475,773

Page 89

Notes to Financial Statements (Con't) 8.3 Revenues and expenses with related parties Significant transactions with subsidiaries and related company for the years ended 31 December 2014 and 2013 are as follows: (Unit : Baht)

Consolidated Financial Statement Separated Financial Statement 2014

2013

Rental and service incomes Subsidiaries Interest income Related company Gain on sale of assets Subsidiary Administrative expenses professional fee Subsidiary Professional fee presented as deduction of Surplus in share capital Related Company 10,010,000

2014

2013

172,386

90,618

67,122,939

10,448,548

89,961,188

2,000,000

31,474,471

769,850

10,010,000

769,850

In addition in 2013, a subsidiary paid an engagement fee for market research and study of business strategy relating to Solar Power Business and recorded as a professional fee of Baht 2.0 million. 9.SHORT - TERM LOAN TO SUBSIDIARY As at 31 December 2014, the Company has short term loan to three subsidiary amounting to Baht 521.98 million and bears interest at the rate of 6% per annum and repayable on demand. The movement during the period is as follow: (Unit : Baht)

Consolidated Financial Statement Separated Financial Statement Beginning balance Loan to subsidiary Repayment Ending balance

Page 90

2013

10. INVENTORIES

(Unit : Baht)

Consolidated Financial Statement Separated Financial Statement 2014

Finished goods Goods in transit Total Less : Allowance for inventory obsolescence Net

5,980,338 5,980,338 (666,790) 5,313,548

2013

2014

88,010,717 21,930,857 109,941,574 (9,091,543) 100,850,031

2013

666,790 666,790 (666,790) -

88,010,717 21,930,857 109,941,574 (9,091,543) 100,850,031

11. NON-CURRENT ASSETS HELD FOR SALE

On 27 September 2013, the Company entered into a financial consultancy service fee with a professional company, established in Singapore, which is a related company by directorships (Later, the director resigned from directorship of the related company on 29 October 2013). The related company provided for financing arrangements for the Private Placement Investment. The contract price is the agreed percentage of the Fund, which is the arm’s length basis. In October 2013, the Company paid and recorded the total fee of USD 1,500,000 (equivalents Baht 46.85 million). During November to December 2013, the Private Placement Investments are completed. The financial consultancy service fee are paid in advance amounting to USD 473,320 (equivalents Baht 15.42 million) are recorded as “Other receivable” in the consolidated and separate financial statements as at 31 December 2013. The other receivable from the related company was collected in February, 2014. The transaction has been approved by the Board of Directors, at the Board of Directors Meeting No. 5/2014 on 20th February, 2014.

2014

Annual Report 2014

2014

2013

727,000,000 731,053,801 (936,078,756) 521,975,045

727,000,000 727,000,000

11.1 On 28 September 2012, the Company entered into a Sale agreement of land of a part of its property located at Ban Po District in Chachoengsao with total area of 126.75 Rai (9 plot) to a person. The book value of such land as at 31 December 2014 and 2013 was Baht 81.12 million. The net selling price according to the contract after deducted by related direct cost is Baht 116.20 million. Under the condition of the sale agreement of land, the right transfer must be completed by 29 March 2013. The Company also received a cash advance under such agreement amounting to Baht 25 million at the agreement date, which presented in Current Liabilities. During the year 2013, the Company entered into the memorandum to the sale agreement of land to extend the transferring date. The counterparties agreed to extend the transferring date and the settlement date of the remaining amount of selling price to the date that the trespassers moved out from such land. In addition, the Company received the additional advance amounting to Baht 20 million during the year 2013. Resulting the Company received advance received under the agreement to sale of the property totally Baht 45 million, which presented in Current Liabilities. At the present, This case is negotiating in the Court. 11.2 According to Extraordinary Shareholder’s Meeting No. 1/2014 on 3rd June, 2014, the shareholders have a resolution to approve the disposition of assets the Company of 12 items to NND (Thailand) Company Limited which some of transferred to NND (Thailand) Company Limited on 26th June, 2014, and the assets that are not transferred the book value as at 31 December 2014 as follows: (Unit : Baht)

Consolidated Financial Statement Separated Financial Statement 2014

Transfer from investment properties Transfer from property, plant and equipment Total

2013

2014

2013

63,938,809

63,917,041

13,659,586

77,598,395

63,917,041

In November 2014, The parties agreed to cancel the related agreement, however, the Company has policy to dispose of such assets.

12. DEPOSITS PLEDGED AS COLLATERAL

As at 31 December 2014, the Group and the Company have deposits from financial institutions amounting to Baht 43.82 million and Baht 22.09 million (2013 : Baht 47.29 million and Baht 36.99 million), respectively which were pledged to secure the sale of goods, rental to customers, fleet card and government agencies and to collateralise against financing facilities from financial institutions as described in Notes 19 and 20.

Notes to Financial Statements (Con't) 13. INVESTMENT IN SUBSIDIARY Company’s name

Type of business

Far East Energy Co., Ltd. SUNPARK Co., Ltd. SUNPARK 2 Co., Ltd. V.O. Net Bio Diesel Asia Co., Ltd. Scan Inter Far East Energy Co., Ltd. Green Growth Co., Ltd. IFEC (Combodia) Co., Ltd. Green Energy Technology In (Thailand) J.P. Solar Power East Energy Co., Ltd.

Holding company (investing in Solar Power and community waste management) Power generation and distribution Power generation and distribution Power generation and distribution Power generation and distribution Power generation and distribution community waste management) Power generation and distribution Power generation and distribution Power generation and distribution Power generation and distribution

Annual Report 2014 At Cost (In Baht)

Share capital (In Baht)

Paid up Capital (In Baht)

Holdings (%)

2014

2013

350,000,000

99.99

349,999,970

999,970

30,000,000 42,000,000 20,000,000 60,000,000 225,000,000 1 ล าน ดอลล าร สหรัฐ 43,500,000 80,000,000 200,000,000

30,000,000 42,000,000 20,000,000 60,000,000 180,000,000 1 ล าน ดอลล าร สหรัฐ 43,500,000 80,000,000 80,000,000

99.99 99.99 99.99 99.99 80.00 100.00

49,000,000 49,000,000 49,859,000 258,688,009 273,687,200 33,000,000

99.99 99.99 80

100,000,000 400,000,000 227,912,812 1,791,146,991

999,970

In April 2014, the Company invested in 299,997 ordinary shares of SUNPARK Co., Ltd. at a price of Baht 163.33 per share, for a total of Baht 49.00 million, which represents 99.99 percent of the registered share capital. In April 2014, the Company invested in 419,996 ordinary shares of SUNPARK 2 Co., Ltd. at a price of Baht 116.67 per share, for a total of Baht 49.00 million, which represents 99.99 percent of the registered share capital. In June 2014, Inter Far East Energy Company Limited increase authorized share capital from Baht 1 million to Baht 350 million. In August 2014, the Company invested in 199,996 ordinary shares of V.O. Net Bio Diesel Asia Co., Ltd. at a price of Baht 245 per share, for a total of Baht 49 million, which represents 99.99 percent of the registered share capital. In September 2014, the Company invested in 1,599,998 ordinary shares of Green Growth Co., Ltd., 25% paid-up at a price of Baht 28.125 per share, for a total of Baht 45 million and The Company additional invested 25% paid-up share of Baht 40 million. In October 2014, the Company invested the remaining paid-up of Baht 50 per share amounting to Baht 80 million. Total investment is Baht 165 million, Baht 103.125 per share at 80.00 of share capital. Within 18 December 2014, the Company will subscribe the increase in share capital by the proportion at 80% (200,000 ordinary shares at Baht 540 per share (par Baht 100 per share). In September 2014, the Company invested in 5,999,986 ordinary shares of Scan Inter Far East Energy Co., Ltd. at a price of Baht 42.97 per share, for a total of Baht 257.83 million, which represents 99.99 percent of the registered share capital. New subsidiary company (IFEC (Combodia) Co., Ltd.) holding 100% at the registered capital of USD 100,000 to study and invest the alternative energy business project in Cambodia and to study on the feasibility and proposal for investment in waste management in Phnom Penh and the utilization of such waste to generate electricity under a memorandum of understanding with the Phnom Penh Municipality. Under the MOU, the Company expects that the said studying will be completed within 6-12 months. In December 2014, the Company invested in 776,998 ordinary shares of East Energy Co., Ltd. at a price of Baht 293.32 per share, for a total of Baht 227.91 million, which represents 99.99 percent of the registered share capital. (Unit : Baht) Consolidated and Separated Financial Statements

14. OTHER LONG-TERM INVESTMENTS

(Unit : Baht)

Consolidated and Separated Financial Statements 2014 2013 Cost / Amortized cost

Available for sale investment Marketable equity securities Unit trusts Total Add : Unrealized gain (loss) Total available for sale investment

Fair value

Cost / Amortized cost

Fair value

436,458

127,538

2,170,544

1,566,048

270,213 706,671 531,122

1,198,086 1,325,624 -

270,213 2,440,757 137,182

1,011,891 2,577,939 -

1,237,793

1,325,624

2,577,939

Statement of other comprehensive income Unrealized gain (loss) on revaluation of available for sale investment Current period Previous period Surplus (deficit) on revaluation of investment Income tax - surplus (deficit) on revaluation of investment Surplus (deficit) on revaluation of investment – net of tax

2557 672,492 137,181 535,311 107,062 428,249

(Unit : Baht) Consolidated and Separated Financial Statements

Statement of financial position - equity Unrealized gain (loss) on revaluation of available for sale investment Deferred income tax liabilities Surplus (deficit) on revaluation of investment – net of tax

2557

2556

672,492 141,357 531,135

137,181 27,436 109,745

Page 91

Notes to Financial Statements (Con't)

Annual Report 2014 (Unit : Baht)

15. INVESTMENT PROPERTIES

Consolidated Financial Statement 2014

Net book value at beginning of period Land and building acquired by offsetting with short-term loan to other person Depreciation for the period Transfer to non-current assets held for sale Reversal of allowance for impairment Net book value at the end of period

Separated Financial Statement

2013

2014

2013

66,385,925

62,355,888

64,130,501

62,355,888

(2,468,884) (63,917,041) -

3,100,000 (2,467,060) 3,397,097 66,385,925

(213,460) (63,917,041) -

(1,622,484) 3,397,097 64,130,501

On 3 June 2014, the Board of Shareholders resolved to disposed of assets as above to a related company (Note 27). Accordingly, the Company transferred the asset to non-current assets held for sale. 16. PROPERTY, PLANT AND EQUIPMENT Land

Building

Net book value as at 1 January 2014 Purchase during the period Transfer from inventories Transfer in (out) Transfer to assets held for sale Assets acquired by acquisition of subsidiaries (Note 26) Disposals and written off during the period Transfer to receivable from business disposed Depreciation for the period Loss on impairment

109,197,524 20,000,000 23,475,485 (13,659,525) 82,563,278 (68,377,500) (389) -

66,915,421 224,500 1,391,602 (530,249) 16,076,343 (20,117,513) (4,879,639) -

Net book value as at 31 December 2014

153,198,873

59,080,465

Net book value as at 1 January 2014 Purchase during the period Transfer from inventories Transfer in (out) Transfer to assets held for sale Disposals and written off during the period Transfer to receivable from business disposed Depreciation for the period Loss on impairment Net book value as at 31 December 2014

Land

Building

82,037,025 (13,659,525) (68,377,500) -

20,939,865 (530,249) (19,236,107) (1,173,509) -

(Unit : Baht) Consolidated financial statements Fixtures Motor Machine Photocopiers Construction in Total and office vehicles for lease progress and equipment work in progress 28,862,212 27,877,356 62,796,372 92,213,275 25,052,800 412,914,960 69,607,708 5,856,509 10,280,818 - 197,982,200 303,951,736 2,572,209 28,946,511 (176,000) 31,342,720 (1,120,561) - 274,077,246 227,883 (349,242,777) (51,191,122) - (14,189,774) 2,799,039 1,381,856 702,333,002 - 264,694,334 1,069,847,851 (21,580,203) (1,312,415) - (75,311,933) - (186,699,564) - (18,579,665) - (18,579,665) (13,126,161) (3,234,463) (28,982,897) (30,627,828) - (80,851,377) 3,131,757 3,131,757

68,014,243

30,568,843 1,020,504,541

Separate financial statements Fixtures Motor Photocopiers and office vehicles for lease equipment 92,213,275 25,704,511 1,590,125 280,699 28,946,511 2,572,209 (1,120,561) 227,883 (76,653,563) (21,580,203) (1,312,415) (14,455,212) (5,067,443) (33,410,651) (277,710) 3,131,757 789,212 -

On 3 June 2014, the Shareholders resolved to disposed of assets as above to 2 related companies (Note 27).

Page 92

138,310,557 1,469,677,522

(Unit : Baht)

Construction in progress and work in progress 52,800 61,614,600 (176,000) (422,000) 61,069,400

Total 222,537,601 61,895,299 31,342,720 (1,314,678) (14,189,774) (187,159,788) (14,455,212) (39,929,313) 3,131,757 61,858,612

Notes to Financial Statements (Con't) 17. INTANGIBLE ASSETS The analysis of deferred tax assets and deferred tax liabilities are as (Unit : Baht) follows: Consolidated

2014

The added value purchasing electricity price Less: accumulated amortization Net Other Net

Separated

2013

2014

2013

23,000,000

3,791,040 19,208,960 1,404,960 20,613,920

984,286 22,015,714 2,626,632 24,642,346

616,658 616,658

1,589,745 1,589,745

18. DEFERRED INCOME TAX ASSETS AND LIABILITIES The analysis of deferred tax assets and deferred tax liabilities are as follows:

(Unit : Baht)

Consolidated Financial Statement Separated Financial Statement Deferred income tax assets Allowance for doubtful accounts Allowance for inventory obsolescence fair value of investments Allowance for impairment Employees’ retirement benefit Total Deferred income tax liabilities Surplus on revaluation of investment Surplus on revaluation of assets Total Deferred income tax - net

2014

2013

2014

2013

1,333,040

1,566,448

1,333,040

1,566,448

133,358

1,818,309

133,358

1,818,309

39,801,236 41,267,634

30,694,291 4,405,400 38,484,448

35,289,598 36,756,996

35,953,112 4,405,400 43,743,269

141,357

27,436

141,357

27,436

12,711,240

141,357 32,170,660

12,738,676 25,745,772

141,357 36,614,639

12,738,676 31,004,593

19. SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS

(Unit : Baht) Consolidated and Separated Financial Statements

2014

2013 80,569,590 100,000,000 180,569,590

50,000,000 1,200,000,000 (8,316,168) 1,241,683,832

Trust receipts Promissory notes Bill of exchange Less prepaid interest Total

As at 31 December 2014 and 2013 the Group has short-term trade financing facilities from financial institutions according to the loan agreements with a total maximum credit limit of Baht 432.06 million. (2013 : Baht 989.23 million). The trade financing facilities include bank overdrafts, trust receipts, letters of credit, promissory notes and banks’ letters of guarantee. The trust receipt facilities charged interest at the rate of MLR-1 and MLR-2 per annum and rate of Cost of fund + 1 per annum, and at the rate of MOR and MOR-0.5 per annum for other facilities. The credit facilities are secured by the mortgage of deposits and investment properties as described in Notes 12.

Annual Report 2014 As at December 31, 2014 subsidiaries have loan agreements with banks totaling Baht 617.75 million. The monthly repayment are Baht 10.50 million. These loans bear interest at MLR-1.25% p.a. for the first year, MLR-1% p.a. for the second year, MLR-0.50% p.a. for the third year and at MLR since the forth year. These loans are guaranteed by Inter Far East Energy Co., Ltd., by the mortgage of land and construction thereon and by the pledge of solar cell and equipment etc. 21. SHARE CAPITAL, WARRANTS AND EARNINGS (LOSS) PER SHARE a. The registered share capital As the 1st quarterly of 2014, the Company has already received for increase the registered share capital from shareholder resulting increase the share capital to Baht 170 million from Baht 748 million (747,533,822 ordinary shares of Baht 1 each) to Baht 918 million (917,533,822 ordinary shares of Baht 1 each). The Company registered the increase in share capital with the Department of Business Development on 29 January 2014. As the 2nd quarterly of 2014, the Company has already paid dividend to common stock for increase the registered share capital from shareholder resulting increase the share capital to Baht 46 million from 918 million (917,533,822 ordinary shares of Baht 1 each) to Baht 964 million (963,404,346 ordinary shares of Baht 1 each). The Company registered the increase in share capital with the Department of Business Development on 2nd May, 2014. In the extraordinary shareholders’ meeting no. 2/2014 held on 24 October 2014, the shareholders approved the reduction of the Company’ registered share capital from Baht 1,445,115,770 to Baht 1,445,047,854 by cancelling unissued shares and approved the increase in registered share capital from Baht 1,445,047,854 to Baht 1,990,090,044 by issuing 545,042,190 new ordinary shares at Baht 1 par value per share to be allocated to specific persons and/or institution investors and/or specific investors (Private Placement) and/or the Company’s existing shareholders in proportion to their shareholding, and/or the right adjustment of IFEC-W1. The details are as follows : 1. Allocation of not exceeding 300,000,000 shares at Baht 6 per share to specific persons and/or institution investors and/or specific investors (Private Placement) pursuant to the Notification of the Capital Market Advisory Board No. Tor Jor. 28/2551 re: the Application and Permission in Offering of New Share, whereby such person shall not be a related person of the Company. The Company received the increase in share capital amounting to Baht 1,762.975 million after deduction of related expense of Baht 37.025 million. 2. Allocation of not exceeding 193,894,206 shares to existing shareholders of the Company in proportion to their shareholding at Baht 4 per share with a ratio of 9 existing shares to 1 new share. (The subscription period of such shares is 16 to 20 February 2015) 3. Allocation of not exceeding 51,147,984 shares to be reserved for the right adjustment of IFEC-W1 The Company registered the increase in share capital with the Department of Business Development on December 8, 2014. b. Information Relating to the Warrants Offering

Type of certificate

20. LONG-TERM LOANS (Unit : Baht)

Consolidated Financial Statement Separated Financial Statement 2014

Long-term loans Less portion due within one year Net

2013

2014

2013

617,749,928

101,287,445 516,462,483

Type of right showing certificate Amount of right certificate proposed to sell Proposing price per unit

: Certificate to buy common share of Inter Far East Engineering Public Company Limited No. 1 ("IFEC-W1"). : Holder name type and can change hands. : Not more than 458,766,911 units. : Baht 0.00 per unit (Zero baht).

Page 93

Notes to Financial Statements (Con't) Term of warrants

: 3 years (date of issuance is on 24 February 2014, date of maturity is on 23 February 2017), able to exercise the right in 3 specific dates the first dates of exercise right will be exercised in the last business day of November 2014 (the date of 28 November 2014) the second date of exercised right will be exercised in the last business day of November 2015 the last date of exercised right will be exercised in the date of complete term of three years of IFFEC-W1 (the date of 23 February 2017). In case of the date falls on holiday of the Company, the last date will be the last business day before the date of complete term of three years of IFEC-W1.

Allocation method of right certificate

: Allocate to the existing shareholders in proportion to their shareholdings (Rights Offering) up to 458,766,911 units at the exercise price of Baht 1.00 per share. The offering ratio is 2 existing shares to 1 unit of IFEC-W1 at the offering price Baht 0.00, any fractions of such newly issued shares resulting from the ratio calculations shall be disregarded. Day issuing warrants : 24 February 2014. As at December 2014, the remaining of warrants is 172,470,570 units. c. Earnings (loss) per share Basic earnings (loss) per share Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue and paid during the year. Diluted earnings per share Diluted earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue and paid during the period adjusted for the effect of conversion of warrant to ordinary share. Diluted earnings per share for the three-month and the nine-month periods ended 31 December 2014 and 2013 are as follows: Consolidated Financial Statement Separated Financial Statement 2014

Net profit (loss) attributable to shareholders (million Baht) Weighted average number of ordinary shares in during the year (million shares) Diluted earnings (loss) per share (Baht per share)

Page 94

2013

2014

2013

72.70

23.01

172.29

23.98

1,121.96

407.79

1,121.96

407.79

0.0648

0.06

0.1536

0.06

Annual Report 2014 22. LEGAL RESERVE AND DIVIDENDS PAID A. Legal reserve Under the provisions of the Limited Public Company Act B.E 2535, the Company is required to appropriate at least 5% of its annual net income after deduction of the deficit brought forward (if any) as legal reserve until the reserve equal to 10% of authorized share capital. The reserve is not available for dividend distribution. B. Dividends paid (1) At the shareholdersâ&#x20AC;&#x2122; meeting held on 3 April 2014, the meeting passed the resolutions to approve the payment of dividends to the shareholders as follows: - Ordinary share dividend payment of 54,870,524 ordinary shares. - Cash dividend payment at the rate of Baht 0.01 per share amounting to Baht 9.17 million. (2) At the Annual General Shareholdersâ&#x20AC;&#x2122; meeting held on 25 April 2013, the shareholders had the resolutions to approve the payment of dividends to the shareholders for 407.79 million ordinary shares at Baht 0.25 per share. The first portion was paid as interim dividends on 8 June 2012 at Baht 0.10 per share with total amount of Baht 40.77 million. The second portion was paid as interim dividends on 7 September 2012 at Baht 0.03 per share with total amount of Baht 12.23 million. The third portion was paid as interim dividends on 30 November 2012 at Baht 0.05 per share with total amount of Baht 20.39 million. The remaining portion was paid on 23 May 2013 at Baht 0.07 per share with total amount of Baht 28.54 million. 23. INCOME TAX EXPENSES Income tax expenses for the year ended 31 December 2014 and 2013 are made up as follows: (Unit : Baht)

Consolidated Financial Statement Separated Financial Statement 2014

Financial Statement: Interim corporate income tax charge Deferred tax: Relating to origination and reversal of temporary differences Income tax expenses presented in comprehensive income Income tax expenses recognized in other comprehensive income Defined benefit plan actuarial gains

2013

2014

2013

60,152,916

19,087,644

60,152,916

19,087,644

(11,799,469) 48,353,447

( 997,160) 18,090,484

(6,517,661) 53,635,255

(997,160) 18,090,484

1,183,469

24. FINANCIAL INFORMATION BY SEGMENT Operating segment information is reported in a manner consistent with the internal reports that are regularly reviewed by the chief operating decision maker in order to make decisions about the allocation of resources to the segment and assess its performance. The Group is engaged in the business of trading and hire of office equipment, Power generation and distribution from solar energy. The Group operates in one geographical area in Thailand. The segment information can be classified into 4 segments as follows: a. Segment relating to Trading and hire of office equipment. b. Segment relating to Holding company (investing in Solar Power and community waste management). c. Segment relating to Power generation and distribution. d. Segment relating to Community waste management.

Notes to Financial Statements (Con't)

Annual Report 2014

Revenues and profit (loss) from operating classified by segment for year ended 31 December 2014 are as follows: (Unit : Baht)

For the year ended December 31, 2014

Sales and service income Profit (loss) from operating

a 235,303,284 172,287,712

b 28,004,226 (103,761,006)

c 146,766,046 69,989,180

d 19,698,965 (5,852,326)

Total 429,772,521 132,663,560

Eliminated inter company (172,387) (59,965,190)

Total 429,600,134 72,698,370

On 3 June 2014, the Shareholders resolved to disposed of assets relating to trading and hire of office equipment (Note 27). 25. EXPENSES BY NATURE Some transactions included in calculated operating income for the year ended 31 December 2014 and 2013 can classify by nature as follows; In Baht Consolidated financial statements Consolidated financial statements 2014

Changes in finished goods Purchase of finished goods Spare part and consumable used for photocopiers for lease Depreciation and amortisation Owned assets Owned assets leased out under operating leases Owned assets leased in under financial leases Doubtful accounts Consultancy fee Staff costs 26. ACQUISITION OF BUSINESS Green Energy Technology In (Thailand) Co., Ltd. On 26th August, 2013, Inter Far East Energy Co., Ltd., a subsidiary invested in Green Energy Technology In (Thailand) Co., Ltd. of 99.99% of issued and paid-up share capital. Green Energy Technology In (Thailand) Co., Ltd. is providing service for production and distribution of electricity from solar energy and registered as a limited company in Thailand. The subsidiary paid the cash considerations for the acquisition amounting to Baht 87.46 million. The new net book values of identified assets and liabilities at the acquisition date are as follows:

2013

2014

2013

(109,274,783) (86,065,569) 43,576,651

(6,478,105) 103,136,936 85,439,544

(109,274,783) (86,065,569) 43,576,651

(6,478,105) 103,136,936 85,439,544

45,422,445 33,410,652 2,972,508 5,203,351 53,851,088 133,792,034

16,626,241 61,821,845 792,067 2,635,427 49,577,787 150,096,304

6,540,431 33,410,652 5,203,351 39,618,778 61,510,534

14,900,420 61,821,845 2,635,427 16,162,196 132,163,435

Clean City Co., Ltd. On 11th December, 2013, Inter Far East Energy Co., Ltd., a subsidiary invested in Clean City Co., Ltd. of 99.99% of issued and paid-up share capital. Clean City Co., Ltd. is providing service for community waste management and registered as a limited company in Thailand. The subsidiary paid the cash considerations for the acquisition amounting to Baht 150 million. The new net book values of identified assets and liabilities at the acquisition date are as follows:

In Baht

Cash and cash equivalents Trade accounts receivable and other receivables Short-term loans Other current assets Property, plant and equipment Intangible assets Corporate income tax refundable Other non-current assets Other payables Current portion of long - term loans Short-term loans from related parties Other current liabilities Long-term loans Deferred income tax liabilities Net assets acquired Goodwill Cash considerations for acquisition Less : Cash and cash equivalents of the acquired subsidiary Cash considerations for acquisition, net

3,607,710 1,358,818 3,890,000 1,400 75,336,375 23,000,000 158,066 399,000 (642,689) (7,551,933) (5,951,045) (85,977) (19,071,002) (5,009,485) 69,439,238 20,523,430 89,962,668 (3,607,710) 86,354,958

In Baht

Cash and cash equivalents Trade accounts receivable and other receivables Other current assets Long-term loans to related company Property, plant and equipment Corporate income tax refundable Other non-current assets Overdraft Other payables Other current liabilities Long-term loans Deferred in come tex liabilities Net assets acquired Goodwill Cash considerations for acquisition Less : Cash and cash equivalents of the acquired subsidiary Cash considerations for acquisition, net

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181,463 2,104,500 2,023 23,700,000 63,476,376 412,970 644,475 (6,013,690) (113,095) (98,034) (55,000,000) (1,158,454) 28,138,534 121,861,466 150,000,000 (181,463) 149,818,537

Notes to Financial Statements (Con't)

Annual Report 2014

J.P. Solar Power Co., Ltd. On 10th January, 2014, Inter Far East Energy Co., Ltd., a subsidiary invested in J.P. Solar Power Co., Ltd. of 99.99% of issued and paid-up share capital. J.P. Solar Power Co., Ltd. is providing service for production and distribution of electricity from solar energy and registered as a limited company in Thailand. The subsidiary paid the cash considerations for the acquisition amounting to Baht 360.396 million. The net book values of identified assets and liabilities at the acquisition date are as follows:

SUNPARK 2 Co., Ltd. On 11th April, 2014, the Company invested in SUNPARK 2 Co., Ltd. of 99.99% of issued and paid-up share capital. SUNPARK 2 Co., Ltd. is providing service for production and distribution of electricity from solar energy and registered as a limited company in Thailand. The Company paid the cash considerations for the acquisition amounting to Baht 49.00 million. The net book values of identified assets and liabilities at the acquisition date are as follows:

Cash and cash equivalents 5,732 Trade accounts receivable and other receivables 12,705,199 Property, plant and equipment 268,214,626 Other payables (182,207) Other current liabilities (481,795) Current portion of long-term loans (23,948,660) Long-term loans (147,554,523) Net assets acquired 108,758,292 Goodwill 251,638,681 Cash considerations for acquisition 360,396,973 Less : Cash and cash equivalents of the acquired subsidiary (5,732) Cash considerations for acquisition, net 360,391,241

Cash and cash equivalents 2,180,594 Property, plant and equipment 137,088,234 Corporate income tax refundable 9,467,758 Payables (44,230,250) Other payables (13,234) Short-term loans from related parties (66,732,500) Other current liabilities (13,350) Net assets acquired 37,747,252 Goodwill 11,252,748 Cash considerations for acquisition 49,000,000 Less : Cash and cash equivalents of the acquired subsidiary (2,180,594) Cash considerations for acquisition, net 46,819,406

SUNPARK Co., Ltd. On 11th April, 2014, the Company invested in SUNPARK Co., Ltd. of 99.99% of issued and paid-up share capital. SUNPARK Co., Ltd. is providing service for production and distribution of electricity from solar energy and registered as a limited company in Thailand. The Company paid the cash considerations for the acquisition amounting to Baht 49.00 million. The net book values of identified assets and liabilities at the acquisition date are as follows:

V. O. Net Bio Diesel Co., Ltd. On 26th August, 2014, the Company invested in V. O. Net Bio Diesel Co., Ltd. of 99.99% of issued and paid-up share capital. V. O. Net Bio Diesel Co., Ltd. Is providing service for production and distribution of electricity from solar energy and registered as a limited company in Thailand. The Company paid the cash considerations for the acquisition amounting to Baht 49.00 million. The net book values of identified assets and liabilities at the acquisition date are as follows:

In Baht

Cash and cash equivalents 134,760 Trade accounts receivable and other receivables 70,359 Property, plant and equipment 130,511,184 Corporate income tax refundable 1,833,177 Other non-current assets 200,000 Payables (41,186,750) Other payables (13,154) Short-term loans from related parties (63,968,700) Other current liabilities (12,750) Net assets acquired 27,568,126 Goodwill 21,431,874 Cash considerations for acquisition 49,000,000 Less : Cash and cash equivalents of the acquired subsidiary (134,760) Cash considerations for acquisition, net 48,865,240

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In Baht

Cash and cash equivalents 461,561 Trade account receivable and other receivables 1,536,708 Property, plant and equipment 122,244,538 Corporate income tax refundable 2,465 Other account payables (14,000) Short-term loans to subsidiary (107,691,191) Other current liabilities (117,790) Net assets acquired 16,422,291 Goodwill 32,577,709 Cash considerations for acquisition 49,000,000 Less : Cash and cash equivalents of the acquired subsidiary (461,561) Cash considerations for acquisition, net 48,538,439

Notes to Financial Statements (Con't) Green Growth Co., Ltd. On 24th September, 2014, the Company invested in Green Growth Co., Ltd. of 80.00% of issued and paid-up share capital. Green Growth Co., Ltd. is providing service for production and distribution of electricity from wind energy in 2015 and registered as a limited company in Thailand. The Company paid the cash considerations for the acquisition amounting to Baht 45.00 million. The net book values of identified assets and liabilities at the acquisition date are as follows: In Baht

Cash and cash equivalents Trade account receivable and other receivables

576,818 5,786 30,660,000 Other current assets 119,188 Property, plant and equipment 1,990,160 Corporate income tax refundable 89,911 Other non-current assets 2,090,571 Trade account payable (6,878) Other payables (46,300) Other current liabilities (2,253) Long- term loans (896,820) 34,580,183 Promoted activity (6,916,037) Net assets acquired 27,664,146 Goodwill 17,335,854 Cash considerations for acquisition 45,000,000 Less : Cash and cash equivalents of the acquired subsidiary (576,818) Cash considerations for acquisition, net 44,423,182 Scan Inter Far East Energy Co., Ltd. On 26th September, 2014, the Company invested in Scan Inter Far East Energy Co., Ltd. of 99.99% of issued and paid-up share capital. Scan Inter Far East Energy Co., Ltd. Is providing service for production and distribution of electricity from solar energy and registered as a limited company in Thailand. The Company paid the cash considerations for the acquisition amounting to Baht 257.83 million. The net book values of identified assets and liabilities at the acquisition date are as follows: In Baht

Cash and cash equivalents 3,304,710 Trade account receivable and other receivables 5,322,273 Short-term loans to other 1,300,000 Property, plant and equipment 204,379,439 Corporate income tax refundable 12,991,291 Other non-current assets 40,000 Current portion of long-term loans (27,600,000) Other current liabilities (339,578) Long-term loans (137,800,000) Net assets acquired 61,598,135 Goodwill 196,230,874 Cash considerations for acquisition 257,829,009 Less : Cash and cash equivalents of the acquired subsidiary (3,304,710) Cash considerations for acquisition, net 254,524,299

Annual Report 2014 East Energy Co., Ltd. On 6 December 2014, the Company invested in East Energy Co., Ltd. of 99.99% of issued and paid-up share capital. East Energy Co., Ltd. is providing service for production and distribution of electricity from solar energy and registered as a limited company in Thailand. The Company paid the cash considerations for the acquisition amounting to Baht 257.83 million. The net book values of identified assets and liabilities at the acquisition date are as follows: In Baht

Cash and cash equivalents 5,013,475 Trade account receivable and other receivables 7,043,753 Current assets 156,780 Property, plant and equipment 204,093,302 Other non-current assets 915,500 Trade account payable and other payables (406,105) Other current liabilities (847,305) Long-term loans (97,087,187) Net assets acquired 118,882,213 Goodwill 109,030,599 Cash considerations for acquisition 227,912,812 Less : Cash and cash equivalents of the acquired subsidiary (5,013,476) Cash considerations for acquisition, net 222,899,337 In 2014, the Company invested in 6 subsidiaries. The Company is during considers the businessâ&#x20AC;&#x2122;s fair value, and has assigned the independent appraiser to evaluated such business fair value. At the dated of these financial statements approval, the Company is considering such information. Accordingly, the fair value of assets acquired and liabilities acquired as at the date of acquisition value estimate may be adjusted. The Company and subsidiary assessed the fair value at the acquisition date of identifiable assets acquired and liabilities assumed of 2 subsidiaries which invested in 2013 and the assessment process has been completed within the period of twelve months from the acquisition date allowed by Thai Financial Reporting 3 (revised 2009). The Company has retrospectively adjusted the provisional amount recognised at the acquisition date. The restated financial statements for prior periods, investment in subsidiaries Retroactively affect the statements of financial position as of 31 December 2013, as follows

(Unit : Thousand Baht) At 31 December 2013

Investment Properties (Decreased) (814) Property, Plant and Equipment (Decreased) (23,323) Intangible Assets Increased 22,016 Goodwill Increased 6,895 Deferred Income Tax Assets Increased 6,571 Deferred Income Tax Liabilities (Decreased) 12,539 Retained Earnings (Decreased) (1,194) The Statement of comprehensive income for the year ended 31 December 2013

(Unit : Thousand Baht ) For the year ended 31 December 2013

Depreciation and Amortization Increased Income Tax (Decreased)

1,394 (199)

The Group is currently in process of extension business by investing in several projects of Power generation and distribution.

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Notes to Financial Statements (Con't)

Annual Report 2014

27. DISPOSITION OF ASSETS The Extraordinary shareholder’s Meeting No. 1/2014 on 3 June 2014, the shareholders resolved to approve the disposition of assets relating to the digital printing business as follows: 27.1 Approved the disposition of the Assets Relating to the Digital Printing Business to Konica Minolta Business Solution (Thailand) Company Limited (“KM BTH”) as well as the transfer of certain hire purchase contracts, inventory employees, contracts and other assets relate thereto to KM BTH for total consideration of Baht 407.045 million (Not Vat). The Parties agree that payment of the Purchase Price will be paid in 4 installment as follows: 1. Baht 130,227,000 will be paid to the Seller on July 1, 2014. (received) 2. Baht 86,818,000 after NAV and others adjustments will be paid to the Seller within 45 days from July 1, 2014. (received) 3. Baht 123,500,000 after Customer and others adjustments shall be paid to the Seller within 6 months from July 1, 2014. (received) 4. Baht 66,500,000 after Customer and others adjustments shall be paid to the Seller within 1 year from July 1, 2014. In the third quarter of 2014, the Company constitutes ownership transfer in asset that sold according to above contract to purchaser and both parties have already made NAV adjustment. The Company received the addition amount from the NAV adjustment of Baht 6,949,000.00 (excluded VAT). The Company expected that no additional NAV adjustment will be done, accordingly, the Company recorded gain on sale of such assets in the statement of comprehensive income as follow. Asset group of discontinuing business Accounts receivable – net Inventories – net Equipment – net Others Total Selling price net of selling expense of Baht 5.34 million Gain on sale of assets

Book value As at July 1, 2014 (Baht) 65,370,073 104,037,788 93,535,964 3,445,229 266,389,054 431,183,648 164,794,594

27.2 Approved the Disposition of assets relating to the digital printing business of the Company’s Immovable Properties to NND (Thailand) Company Limited for total consideration of Baht 200 million on June 4, 2014. The Company had entered with the Company had mentioned the conditions are as follows: 1. The Seller agree to transfer the right on assets within December 31, 2014. 2. The Seller agree to pay the transfer fee, corporate income tax, specified business tax, stamp duty and expenses by itself. In the second quarter of 2014, the Company sold it’s a part of land and construction thereon with a gain on sale of the assets of Baht 67.40 million. A part of such gain of Baht 24.93 million is recorded as other income in the statement of comprehensive income for year ended 31 December 2014. The remaining gain of Baht 42.72 million (surplus on revaluation of assets) is directly recorded to the retained earnings. In July 2014, the Company sold it’s a part of land and construction thereon with a gain on sale of the assets of Baht 6.05 million. In July 2014, the Company sold it’s a part of land and construction thereon with a gain on sale of the assets of Baht 6.05 million. In addition, in October 2014 the Company sold it’s a part of land and construction thereon with a gain on sale of the assets of Baht 67.40 million. A part of such gain of Baht 24.93 million is recorded as other income in the statement of comprehensive income for year ended 31 December 2014. The remaining gain of Baht 42.72 million (surplus on revaluation of assets) is directly recorded to the retained earnings. In November 2014, the parties agreed to cancel the selling of assets which have not yet transferred. Summary of the significant transactions in cash flows of discontinuing business for the year ended 31 December 2014 as the following; Amounts (Baht) Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Net

79,975,497 (9,761,860) (9,174,463) 61,039,174

28. PROVIDENT FUND The Company and their employees established a contributory registered provident fund in accordance with the provident fund Act, B.E.2530. The Group and employees contribute monthly the amounts equivalent 3% of their basic. The provident fund has been managed by MFC asset management PCL. The fund contributed to employee in accordance with the terms and conditions prescribed following their provident funds. During 2014, the Group’s contribution to the provident fund recorded amounting of Baht 1.22 million (2013: Baht 2.36 million).

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Notes to Financial Statements (Con't)

Annual Report 2014

29. FINANCIAL INSTRUMENTS A) Financial risk management and policies The Company is exposed to risks from changes in interest rates and in currency exchange rates, and from nonperformance of contractual obligations by counterparties. The Company uses derivative instruments, as and when it considers appropriate, to manage such risks. The Company does not hold or issue derivative instruments for speculative or trading purpose. B) Interest rate risk The interest rate risk is the risk that future movements in market interest rates will affect the results of the Companyâ&#x20AC;&#x2122;s operations and its cash flows. The Companyâ&#x20AC;&#x2122;s exposure to interest rate risk relates primarily to its deposits with financial institutions and short-term and longterm loans. The long-term loans carry interest at rate close of market rates, and the Company believed that the future fluctuation on market interest rate would not provide significant effect to its operation and cash flow; therefore, no financial derivative was adopted to manage interest rate risk. C) Foreign currency risk The Company does not use forward contracts to hedge its exposure to foreign currency risk. As at 31 December 2013, foreign currencydominated liabilities including short-term loan from financial institution and trade accounts payable amounting to USD 2.51 million were not hedged through the use of forward contracts. D) Credit risk In order to manage its credit risk, which primarily relates to trade accounts receivable, at present the Company uses prudent credit policies and maintains a diverse customer base. The Company therefore does not anticipate material losses from its debt collection in excess of the allowance for doubtful accounts already set up in the accounts. E) Fair value As the majority of financial assets and liabilities are short-term and the long-term loans carry interest at rates close to market rates, the carrying value of financial asset and liabilities does not materially differ from their fair value. 30. PROMOTIONAL PRIVILEGES The Companyâ&#x20AC;&#x2122;s subsidiaries has promotional privileges from Board of Investment as follows: 30.1 J.P. Solar Power Co., Ltd. Sale classified as promoted non-promoted activities, for the year ended 31 December 2014 and 2013, are summarized as follows: 2014 Promoted activities Revenue from sales Other income Total

68,719,193 68,719,193

Non-promoted activities 421,648 421,648

(Unit : Baht)

2013 Total 68,719,193 421,648 69,140,841

Promoted activities

Non-promoted activities

Total

30.2 Green Energy Technology In (Thailand) Co., Ltd. Sale classified as promoted non-promoted activities, for the year ended 31 December 2014 and 2013, are summarized as follows: 2014

Revenue from sales Other income Total

(Unit : Baht)

2013

Promoted activities

Non-promoted activities

Total

Promoted activities

Non-promoted activities

Total

19,877,621 19,877,621

1,200,432 1,200,432

19,877,621 1,200,432 21,078,053

12,340,644 12,340,644

22,291,202 2,048 22,293,250

34,631,846 2,048 34,633,894

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Notes to Financial Statements (Con't)

Annual Report 2014

30.3 Sunpark Co., Ltd. Sale classified as promoted non-promoted activities, for the year ended 31 December 2014 and 2013, are summarized as follows: 2014

Revenue from sales Other income Total

(Unit : Baht)

2013

Promoted activities

Non-promoted activities

Total

13,461,457 13,461,457

1,106,382 1,106,382

13,461,457 1,106,382 14,567,839

Promoted activities

Non-promoted activities

Total

30.4 Sunpark 2 Co., Ltd. Sale classified as promoted non-promoted activities, for the year ended 31 December 2014 and 2013, are summarized as follows: 2014 Promoted activities Revenue from sales Other income Total

13,657,555 13,657,555

(Unit : Baht)

2013

Non-promoted activities 21,688 21,688

Total 13,657,555 21,688 13,679,243

Promoted activities

Non-promoted activities

Total

30.5 V. O. Net Bio Diesel Asia Co., Ltd. Sale classified as promoted non-promoted activities, for the year ended 31 December 2014 and 2013, are summarized as follows: 2014

Revenue from sales Other income Total

(Unit : Baht)

2013

Promoted activities

Non-promoted activities

Total

8,467,965 8,467,965

4,886,665 4,886,665

8,467,965 4,886,665 13,354,630

Promoted activities

Non-promoted activities

Total

30.6 Scan Inter Far East Energy Co., Ltd. Sale classified as promoted non-promoted activities, for the year ended 31 December 2014 and 2013, are summarized as follows: 2014 Promoted activities Revenue from sales Other income Total

Non-promoted activities -

19,063,722 19,063,722

(Unit : Baht)

2013 Total 19,063,722 19,063,722

Promoted activities

Non-promoted activities

Total

30.7 East Energy Co., Ltd. Sale classified as promoted non-promoted activities, for the year ended 31 December 2014 and 2013, are summarized as follows: 2014 Promoted activities Revenue from sales Other income Total

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3,518,533 3,518,533

Non-promoted activities 10,871 10,871

(Unit : Baht)

2013 Total 3,518,533 10,871 3,529,404

Promoted activities -

Non-promoted activities -

Total -

Notes to Financial Statements (Con't)

Annual Report 2014

31. COMMITMENTS AND CONTINGENT LIABILITIES As at 31 December 2014, the Group had outstanding commitments and contingent liabilities as follows: a) The Group had the following outstanding operating leases and service commitments. (Unit : Baht)

Payable within To 1 year To 2 - 5 years Total

Consolidated Financial Statement

Separated Financial Statement

31,294,287 9,530,785 40,825,072

28,465,604 7,014,651 35,480,255

b) The Company had outstanding bank guarantees of approximately Baht 22.90 million (Note 10) which have been issued by banks on behalf of the Company to secure the sale of goods and rental to customers and government agencies. c) The Company had commitments to pay consulting fee to KP Business & Consult (Combodia) Company Limited of power purchase agreement (PPA) for 5 MW remaining to USD 120,000 when the project completed. d) The subsidiary had entered into a memorandum of understanding for stock trading biomass power plant project (True Energy Power Lopburi Co.,Ltd.) from R E Business Co., Ltd. amounting to Baht 580 million less the total liabilities of the Companyâ&#x20AC;&#x2122;s major financial institution, the subsidiary paid a deposit amounting to Baht 103 million. In addition, the Company has committed to hiring True Energy Co., Ltd. construction and installation assets totalling Baht 44.5 million to off-set that True Energy Co., Ltd. is a debtor of True Energy Power Lopburi Co., Ltd. e) The subsidiary had agreement with Metropolitan Solid Waste Management East Co., Ltd. for construction and installation landfill project at Sriracha District Chonburi Province remaining to Baht 27.60 million. f) The Company had commitment on a memorandum of understanding for stock trading solar power project of Wyncoast Industrial Park Public Company Limited amounting to Baht 80 million the Company paid a deposit amounting to Baht 30 million. On 5 February 2015 the Company requests to cancel such memorandum and is refunding the deposit. g) The Company had entered into a building design contract amounting to Baht 22 million and CRM program of US. Dollar 3.2 million. 32. CAPITAL MANAGEMENT The primary objective of the Group's capital management is to ensure that it has an appropriate financial structure and preserves the ability to continue its business as a going concern. As at 31 December 2014, the consolidated financial statements debt-to-equity ratio was 0.47:1 (the separate financial statements: 0.31:1). 33. SUBSEQUENT EVENT 33.1 Investment in new subsidiaries On 14 January 2015, the Company invested in 300,000 ordinary shares of Wangkarnkha Rongroj Co., Ltd. at a price of Baht 336.67 per share, for a total of Baht 101 million, which represents 99.99 percent of the registered share capital. On 16 January 2015, the Company invested in 300,000 ordinary shares of True Energy Power Lopburi Co., Ltd. as disclosed in note 31 (d). On 12 February 2015, the Company invested in 1,300,000 ordinary shares of C R Solar Co., Ltd. at a price of Baht 119.23 per share, for a total of Baht 155 million, which represents 99.99 percent of the registered share capital. 33.2 Investment in project In February 2015, a subsidiary has entered into contract relating to Wind Energy Project totaling Baht 240.6 million and Yaun 69 million. 34. APPROVAL OF INTERIM FINANCIAL STATEMENTS These financial statements have been approved on 26 February 2015 by the Companyâ&#x20AC;&#x2122;s board of director.

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