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ANNUAL REPORT

2005 ANNUAL REPORT 2005 (Thailand) Public Company Limited

Pico (Thailand) Public Company Limited 39/4 Moo 9, Soi Sukhumvit 105 (Lasalle 56), Sukhumvit Rd., Bangna, Bangkok 10260, Thailand Tel. 0-2748-7007 Fax 0-2748-7591, 0-2748-7589 www.picothai.com

Inspiration The Innovation Nature Spirit from


CONTENTS 01 Financial 02 Message

OUR OBJECTIVES

Highlights from the Chairman and the Chief Executive Officer 04 Report of the Audit Committee

34 Business Objectives 34 Transparency and Governance 34 Social Responsibility

ABOUT US 05 General Information 06 Network of Pico Group and Other Information

35 Market and Competition 38 The Thai Economy 2005

OUR BUSINESS 10 Business Operation OUR TEAM 16 Board of Directors/The Audit Committee/ The Executive Committee 22 Organizational and Management Structure 33 Shareholding Structure

OUR ENVIRONMENT and Trends for 2006 40 Risk Factors OUR ACHIEVEMENTS 42 Operating Results and Financial Standing 52 References 53 Intercompany Transactions 60 Report of the Independent Certified

Public Accountants 62 Consolidated and Company Financial Statements


Financial Highlights

Financial Performance

100

716.5

Revenue from the rendering of services

639.1 447.1 182.5 172.1 123.9

Gross Margin

Net Profit

1,000

500

Year

41.7 41.2 30.1

2005 2004 2003 (Unit : Million Baht)

Financial Status

100

500

1,000

429.2 Total Assets

Total Liabilities

Total Shareholders' Equity

370.0 235.2 144.9 126.0 113.2 284.4 244.0 121.9

Year

2005 2004 2003 (Unit : Million Baht)

Financial Ratios Liquidity Ratio Debt to Equity Ratio Gross Profit Margin Operating Profit Margin Net Profit Margin Return on Assets Return on Equity Earning per Share (Baht) Book Value per Share (Baht)

2005 2.39 0.51 25.47% 8.03% 5.82% 10.44% 15.79% 0.36 2.48

2004 2.39 0.52 26.94% 10.01% 6.44% 13.61% 22.50% 0.39 2.38

2003 1.57 0.93 27.72% 10.75% 6.74% 14.27% 28.39% 0.89 3.61

(Thailand) Public Company Limited

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Message from the Chairman and the Chief Executive Officer For the fiscal year just ended we recorded total revenue of Baht 720 mil ion and net profit after taxes of Baht 41.7 million representing a growth of 12.2% and 1.3% respectively over the previous year. The sharp and sudden increase in oil prices leading to an oil crisis and the avian flu impacted the overall economy and resulted in a slight downturn in the economic growth than what we had anticipated. For us, the increased revenue reflects our success in market expansion into the new businesses that were previously targeted. These are the banking and finance, insurance and food sectors. Our net income did not match the increased turnover due to rising costs resulted from high oil prices and personnel expenses. We have implemented an ongoing human resource development program to increase our competitiveness and to ultimately build profits to the operation.

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(Thailand) Public Company Limited

For 2006, we are planning to expand our customer base to cover more of the energy, food and beverage sectors. Focus wil also be on the government sector, which appears to emphasize event marketing activities. Another significant area is the museum and visitor center business where significant growth is expected. Further, we will be seeking joint ventures with synergistic business partners to forge a mutually beneficial alliance. Our focus wil remain on the automotive and telecommunication industry where we have an extensive experience and intimate understanding of the business. These sectors are expected to continue to grow considerably especial y with the recent relocation of the pickup vehicles production to Thailand by Toyota, Isuzu and Mitsubishi. Lastly, I would like to thank our shareholders, investors and staff for their trust and support during the past year and I look forward to meeting the new challenges with you in the coming year.

Mr. Chia Song Heng

Mr. Pised Chungyampin

Chairman of the Board of Directors

Chief Executive Officer

(Thailand) Public Company Limited

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Report of the

General Information

Audit Committee

: : :

Telephone Facsimile Website Registered Capital Paid up Capital Par value

: : : : : :

ABOUT US

The audit committee duly performed the assignment delegated to it by the Board of Directors of Pico (Thailand) Public Co., Ltd. This covers all the duties as outlined in the rules governing the scope of work of the committee including specifically the adherence to good governance and observation of the highest ethics in the conduct of business. Our summary of work done is as follows: 1) Supervision to ensure that good corporate governance practice is adopted. This was done according to the principles of good governance. 2) Supervision and review of the quarterly and annual financial statements in 2005 for the company and the consolidated statements. The preparation of the above reports and statements were done in accordance with the Generally Accepted Accounting Principles and the announcements of the Securities Exchange Commission and the Stock Exchange of Thailand with adequate, accurate and timely disclosure of financial information. 3) Intercompany transactions The transactions in this category, which may be interpreted as conflicts of interest, were carefully reviewed and found to be consistent with normal trade transactions which is the policy observed by the company. 4) Internal audit process An internal auditor was appointed in 2005. This was to assist the audit committee, management and the Board of directors to accurately and timely review the companyรปs performance leading to sound financial reports, effective performance review and business direction adjustment if necessary. The internal auditor reports directly to the audit committee. 5) Supervision of risks management. Management was cognizant of risks associated with its operation and its management of these risks are deemed sound and satisfactory. A quarterly review on risks and the potential adverse effects on the company performance were routinely carried out with recommendations addressing the specific risk issues duly made. No risk areas that may adversely affect operation were found. 6) Internal control evaluation. The internal control procedures were modified to permit rapid adjustments to the requirements of the changing market without compromising control. The internal audit report is consistent with the external auditorรปs opinion stated in the quarterly and annual report that no material problems or deficiencies were found. Management has implemented ongoing problem recognition and a responsive and objective resolution process to ensure of a smooth and effective overall performance. On behalf of the Audit Committee

Name Corporate Registration Address

Pico (Thailand) Public Company Limited 40854600030 39/4 Moo 9, Soi Sukhumvit 105 (Lasalle 56) Sukhumvit Road, Bangna District, Bangkok 10260 0-2748-7007 0-2748-7591 www.picothai.com 115,000,000 Baht 114,999,980 Baht 1 Baht

Pico (Thailand) Public Co., Ltd. is a joint venture between Thai shareholders led by Mr. Pised Chungyampin and Pico Art International Pte., Ltd. of Singapore which is a subsidiary of Pico Far East Holding Limited. Pico Far East Holding Limited is a Hong Kong listed company engaged in the trade exhibition business with 26 branch network worldwide. Pico (Thailand) is a leader in the turnkey event and exhibition management. The process begins with the creation of a conceptual design in line with the clientรปs marketing plan and realizing this design into actual presentation such as a merchandise exhibition, product launch, multimedia and museum display. To enhance the service delivery capability, Pico invested in 3 subsidiaries that are interconnected with its own operation. PX System Co., Ltd. offers a logistic support in acquiring assets to be employed in an event marketing presentation e.g. rental and installation of booths to be used in an exhibition. Artcom Graphic Co., Ltd. offers a graphic design for interior and exterior decoration. Multi Designs Co., Ltd. specializes in the latest design and innovation in the interior design and decoration. Inkjet Images (Thailand) Co., Ltd. is involved in the printing of graphic designs for billboards and other signage. The services of these specialized subsidiaries give Pico (Thailand) an edge in meeting the clientรปs demand timely and competitively. To maintain its concept of service excellence, Pico is committed to a periodic self-review using internationally accepted standards. It is the event marketing industryรปs first recipient of the ISO 9001:2000 from ISO-Energy & Environmental Accredited Quality Assessment (EAQA).

(Dr. Chaiyod Bunyagidj) Chairman of the Audit Committee Pico (Thailand) Public Co., Ltd. 4

(Thailand) Public Company Limited

(Thailand) Public Company Limited

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Network of Pico Group and Other Information

Chicago London Los Angeles

Atlanta Paris

Bahrain

Beijing Seoul Qingdao Dongguan Chongqing Shenzhen Shanghai Guangzhou Taipei Chengdu New Delhi Macao Hong Kong Bangkok

Dubai Qatar Cairo

Kuala Lumpur

Tokyo

Ho Chi Minh City Hanoi

Colombo

Singapore

Melbourne

1. Network of Pico Group Principal Offices

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Atlanta

Beijing

Chongqing

Pico Atlanta 5361 Royal Woods Parkway Tucker, GA 30084, USA Tel 1 - 770 - 414 1114 Fax 1 - 770 - 414 1477 usainfo@picoworld.com Contact Person: Mr. Evarts English

Beijing Pico Exhibition Services Co., Ltd. Pico Centre, 8 Li Shui Qiao Bei, Chaoyang District, Beijing 102218 China Tel 86 - 10 - 8482 3991 Fax 86 - 10 - 6491 6591 bjginfo@picoworld.com Contact Person: Mr. Victor Leung

Chongqing Pico Exhibition Services Co., Ltd. 1703-4, Tower A Times Square Apartment No. 3 Young Road, Yuzhong District Chongqing 400010, China Tel 86 - 23 - 6371 0990 Fax 86 - 23 - 6371 3990 cq.info@picoworld.com Chengdu Representative Office: 1605 City Beat, No.16 Daye Road Jinjiang District, Chengdu 610016, China Tel 86 - 28 - 86722039, 86722049 Fax 86 - 28 - 86722059 chengdu.info@picoworld.com Contact Person: Ms. Allen Li

Bahrain

Cairo

Pico International (Bahrain) W.L.L. No 1 Manama Centre Government Avenue, Manama Town 316 Kingdom of Bahrain Tel 973 - 17 - 218898 Fax 973 - 17 - 226555 picobah@batelco.com Contact Person Mr. Miswadi B S

Pico International (Egypt) Ltd. 18, Al Lowaa Mahmoud Samy Street, 3/F. Nasr City, Cairo, Egypt P.O. Box: 11671, Egypt Tel 20 - 2 - 6717804 Fax 20 - 2 - 6717804 taha@picoegypt.com Contact Person: Mr. Taha Youssef

Bangkok

Chicago

Colombo

Pico (Thailand) Public Company Limited 39/4 Moo 9, Soi Sukhumvit 105 (Lasalle 56) Sukhumvit Rd., Bangna Bangna, Bangkok 10260, Thailand Tel 66 - 2 - 748 7007 Fax 66 - 2 - 748 7589-91 mail@picothai.com Contact Person: Mr. Pised Chungyampin

Pico Chicago 1881 Circuit Drive, Round Lake Beach IL60073, USA Tel 1 - 847 - 740 - 0846 Fax 1 - 847 - 740 - 2318 usainfo@picoworld.com Contact Person: Mr. Tack Roberts

Intertrade Lanka Management (Pvt) Ltd. Sri Lanka Exhibition and Convention Centre, 12 D.R. Wijewardena Mawatha Colombo 10, Sri Lanka Tel 94 - 11 - 2343239-41/2342903-5 Fax 94 - 11 - 2343237 shanti@slecc.com www.slecc.com Contact Person: Ms. Shanti Outschoorn

(Thailand) Public Company Limited

Doha

Kuala Lumpur

Qingdao

Pico International (Qatar) W.L.L. No. 88 ASCO Compound, C-Ring Road New Salata, P.O. Box 24403, Doha State of Qatar Tel 974 4677988 Fax 974 4677998 yc.leong@picoworld.com Contact Person: Mr. Y C Leong

Pico International (M) Sdn. Bhd. Wisma Pico, 19-20 Jalan Tembaga SD5/2, Bandar Sri Damansara 52200 Kuala Lumpur, Malaysia Tel 60 - 3 - 6275 5990 Fax 60 - 3 - 6275 3233 info@pico.com.my Contact Person: Mr. Peter Teh

Qingdao PICO Exhibition Services Co., Ltd. 13/F Century Mansion 39 Donghaixi Road Qingdao 266071, China Tel 86 - 532 - 8579 6111 Fax 86 - 532 - 8579 6333 qingdaoinfo@picoworld.com Contact Person: Mr. Nelson Ge

Dongguan

London

Seoul

Dongguan Pico Exhibition Services Co., Ltd. Reservoir Ind District 1 Road Guan Jing Tou, Dongguan 523705, China Tel 86 - 769 - 777 4471 Fax 86 - 769 - 777 4474 dg.info@picoworld.com Contact Person: Mr. Ang Swee Meng

Pico Exhibition (UK) Ltd. 1 Victoria Villas, Richmond, Surrey TW9 2JX United Kingdom Tel +44 (0)20 8948 6211 Fax +44 (0)20 8948 9141 ukinfo@picoworld.com Contact Person: Mr. Daren Chia

Pico North Asia Ltd. 4F Sang Won Building 165-11, Samsung-dong Kangnam-ku, Seoul 135-090 Korea Tel 82 - 2 - 5583240 Fax 82 - 2 - 5613005 selinfo@picoworld.com Contact Person: Mr. Jason Bae

Dubai

Los Angeles

Shanghai

Pico International (Dubai) L.L.C. Office No. 520, Building 8, 5th Floor Dubai Media City, P.O. Box 37679 Dubai, United Arab Emirates Tel 971 - 4 - 339 3188 Fax 971 - 4 - 339 4188 dxbinfo@picodubai.com Contact Person: Mr. Peter Sng

Pico Art Exhibit Inc 20910 Normandie Ave., Unit #D Torrance, CA 90502, USA Tel 1 - 310 - 328 6990 Fax 1 - 310 - 328 2054 usainfo@picoworld.com Contact Person: Mr. Jolly Chang

Shanghai Pico Exhibition Services Co., Ltd. Pico Building, 118 Chen An Road Hu Yi Highway, Malu Town Jiading District, Shanghai 201801, China Tel 86 - 21 - 5910 0990 Fax 86 - 21 - 5910 0900 shainfo@picoworld.com Contact Person: Mr. Richard Ng

Guangzhou

Macao

Shenzhen

Guangzhou Pico Exhibition Services Co., Ltd. Room 701-2, Dongshan Plaza 69 Xian Lie Road Central Guangzhou 510095, China Tel 86 - 20 - 8732 2990 Fax 86 - 20 - 8732 2996 picogz@picoworld.com Contact Person: Mr. Henry Lee

Pico International (Macao) Ltd Av. Da Amizade, No. 918 World Trade Centre, 7/F, Flat B, Macao Tel 853 - 727 990 Fax 853 - 727 902 lita.ley@picoworld.com Contact Person: Ms. Lita Ley

Shenzhen Pico Exhibition Services Co., Ltd. Room 1309 - 1310 Building A, United Plaza 5022 Binhe Road, Futian Centre District Shenzhen 518033, China Tel 86 - 755 - 8290 0540 Fax 86 - 755 - 8295 1282 sz.repoffice@picoworld.com Contact Person: Ms. Rita Lui

Hanoi

Melbourne

Singapore

Theme Concept (Vietnam) Ltd. 205 Giang Vo, Dong Da., Unit 10-01 Viet Au Building, Hanoi, Vietnam Tel 84 - 4 - 5146477 Fax 84 - 4 - 5146478 Vinhu@pico.com Contact Person: Mr. Vincent Hu

Pico Australia Pty Ltd. Level 2, 19-23 Prospect Street Box Hill VIC 3128, Australia Tel 61 - 3 - 98973500 Fax 61 - 3 - 98973700 anthony.tan@picoworld.com Contact Person: Mr. Anthony Tan

Pico Art International Pte Ltd. Pico Creative Centre, 20 Kallang Avenue Singapore 339411 Tel 65 - 6294 0100 Fax 65 - 6291 8516 jeanchia@pico.com Contact Person: Ms. Jean Chia

Ho Chi Minh City

New Delhi

Taipei

HIECC Management Co., Ltd. Ho Chi Minh International Exhibition & Convention Centre, 2nd Level 446 Hoang Van Thu Str., Tan Binh District Ho Chi Minh City S.R. Vietnam Tel 84 - 8 - 8451088/8450454 Fax 84 - 8 - 8451080 wtlow@picoworld.com www.hiecc.com Contact Person: Mr. Low Wan Thiam

Pico International Exhibition Pvt. Ltd. Pico Bhawan, A-27/15 Khanpur Extension, New Delhi 110062 India Tel 91 - 11 -2609 7063/64 Fax 91 - 11 - 2609 4859 picoind@nda.vsnl.net.in edwinng@pico.com Contact Person: Mr. Edwin Ng

Pico International Taiwan Ltd. 3/F, No. 343, Nanking East Road Section 5, Taipei, Taiwan Tel 886 - 2 - 2753 5990 Fax 886 - 2 - 2766 6900 tpeinfo@picoworld.com Contact Person: Ms. Florence Tan

Hong Kong

Paris

Tokyo

Pico International (HK) Limited Pico House, 4 Dai Fu Street Tai Po Industrial Estate, N.T. Hong Kong SAR Tel 852 - 2665 0990 Fax 852 - 2664 2313 hkginfo@picoworld.com Contact Person: Mr. Steven Fang/ Ms. Anne Li

Pico Paris succ de Pico Exhibition (UK) Ltd. 14/30 rue de Mantes 92700 Colombes, France Tel 33 1 464 98000 Fax 33 1 568 31373 Marc.tronson@picoworld.com Contact Person: Mr. Marc Tronson

Pico International Ltd. Tokuda Building 4F 7-3 Nihonbashi Kabutocho, Chuo-ku Tokyo 103-0026, Japan Tel 81 - 3 - 38080891 Fax 81 - 3 - 38080897 tyoinfo@picoworld.com Contact Person: Mr. Tsunemichi Yui

(Thailand) Public Company Limited

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Other Operating Companies Albert Smith China Co., Ltd. Shanghai Head Office Albert Smith Bldg, 36 Cao Lian Road Lian Xi Cun, Huangdu Town Jiading District, Shanghai 201804, China Tel 86 - 21 - 6959 6990 Fax 86 - 21 - 6959 0611/6959 0633 Geninfo@albertsmithchina.com Contact Person: Mr. Danny Ku Beijing Rep Office: Tel 86 - 10 - 8484 8880 Fax 86 - 10 - 8484 7780 Shenzhen Rep Office: Tel 86 - 755 - 8290 0516 Fax 86 - 755 - 8295 1282

Meeting Planners

Paris

Awards the company has received are as follows: Meeting Planners International PtendLtd 20 Kallang Avenue, 2 Floor Pico Creative Centre Singapore 339411 Tel 65 - 6297 2822 Fax 65 - 6296 2670 sylviaphua@mpgroupasia.com Contact Person: Ms. Sylvia Phua Beijing Pico Exhibition Services Co., Ltd. Pico Centre, 8 Li Shui Qiao Bei Chaoyang District 102218, Beijing Tel 86 - 10 - 8481 5260 Fax 86 - 10 - 8484 7780 estherho@picoworld.com Contact Person: Ms. Esther Ho Meeting Planners International (HK) Limited 23/F, Pico Tower, 66 Gloucestor Road Wanchai, Hong Kong SAR Tel 852 - 2509 3430 Fax 852 - 2509 0637 Anita.cheng@picoworld.com Contact Person: Ms. Anita Cheng

Ankara Omni International Yesityurt Sokok No 3/6 06690 - Kavaklidere Ankara, Turkey Tel 90 - 312 - 4677054/4679129 Fax 90 - 312 - 4677036 Contact Person: Mr. Feyzan Erel Pico Contact: Mr. Ngew Thye On Helsinki Fairmatura Ky Huopalahdentie 16 B 32 FIN-00330 Helsinki, Finland BizArt Asia Ltd Tel 358 - 9 - 4584544 11/F, Pico Tower, 66 Gloucester Road Fax 358 - 9 - 4584566 Bangkok Wanchai, Hong Kong SAR maarit.pico@kolumbus.fi Tel 852 - 2804 0888 Contact Person: Ms. Maarit Kaasinen Fax 852 - 2529 3311 Pico Contact: Mr. Daren Chia Pjung@picoworld.com Contact Person: Mr. Peter Jung Kingston Unilink 98 Kenwoods Circle, Kingston, ON GMC Worldwide Limited K7K 6Y2, Canada Pico House 4 Dai Fu Street Tel 613 549 0404 Tai Po Industrial Estate NT Fax 613 549 2528 HONG KONG SAR dc@unilinkfairs.com Tel 852 - 2660 4506 Contact Person: Derek V. Complin Fax 852 - 2664 9084 Pico Contact: Ms. Florence Tan Sharonsoh@pico.com Pico Projects Ltd. Contact Person: Ms. Sharon Soh Pico House, 4 Dai Fu Street Madrid Tai Po Industrial Estate, N.T. Brifer Services S.L. Inter-Expo Exhibition Services Ltd. Hong Kong SAR Arturo Soria, 320 Tel 852 - 2689 5100 28033 Madrid, Spain Fax 852 2665 7929 Tel 34 - 91 - 7672767 BEIJING OFFICE: Exhiinfo@picoworld.com Fax 34 - 91 - 7669932 Pico Center, 8 , Li Shui Qiao Bei Contact Person: Mr. E K Cheng bseligmann-brifer@telefonica.net Chaoyang District, Beijing 102218, China Contact Person: Ms. Brita Seligmann Tel 86 - 10 - 8484 7975 ext 1002 Pico Contact: Mr. Daren Chia Fax 86 - 10 - 8484 7957 Pico Sourcing Kirin.li@picoworld.com Services Co. Ltd. Milano Contact Person: Mr. Kirin Li Room 701-2, Dongshan Plaza Seint Sri (Int'l Exhibition Services) 69 Xian Lie Road Central Centro Direzionale Milanofiori Guangzhou 510095, China GUANGZHOU OFFICE: Shanghai Palazzo F1, 20090 Assago (Milano) Tel 86 - 20 - 8732 2990 Rm 701A Dongshan Plaza Italy Fax 86 - 20 - 8732 2996 Chicago 69 Xianlie Road Central Tel 39 - 02 - 8253326/8254110 Henry.lee@picoworld.com Guangzhou 510095, China Fax 39 - 02 - 8255019 Contact Person: Mr. Henry Lee Tel 86 - 20 - 8732 2990 seint@seint.com Fax 86 - 20 - 3758 8731/3758 8911 Contact Person: Ms. Franca Veglia Shanghai Pico Media gz.ies@picoworld.com Pico Contact: Mr. Daren Chia Service Co., Ltd. Contact Person: Ms. Carol Lin Room 502, Bus Building Stockholm 525 Jianguo Road East Fallco Expo AB HONG KONG OFFICE: Shanghai 200025, China Blomstervagen 7 Pico House, 4 Dai Fu Street Tel 86 21 6385 8613 SE-645 40 Strangnas, Sweden Tai Po Industrial Estate Fax 86 21 6387 4498 Tel 46 - 152 - 22480 New Territories, Hong Kong cookie.ni@imidigital.tv Fax 46 - 152 - 22481 Tel 852 - 2665 0990 Contact Person: Mr. Alec Chau christer.fall@fallco.se Fax 852 - 2664 2313 Contact Person: Mr. Christer Falls Kwcheung@picoworld.com World Expo Pico Contact: Mr. Richard Ng Contact Person: Mr. Cheung Kwok Wing Shanghai Bizarts China Co., Ltd. Flat F, 11/F, Block 2, Jin Ming Building Athens SHANGHAI OFFICE: 8 Zun Yi Road South, Shanghai 200336, China Xenophon Stefanidis No. 3, 28 Lane Yulu Road Tel 86 - 21 - 6219 9990 Consulting Architect Jing Xin Industrial Park Fax 86 - 21 - 6295 9215 10 Nirvana Street Malu Town, Jiading District Richng@picoworld.com GR 15451 Athens, Greece Shanghai 201801, China Contact Person: Mr. Richard Ng Tel 30210 - 6717222 Tel 86 - 21 - 6915 5880/ Fax 30210 - 6729382 6915 3403/6915 6411/6915 5874 xstefa@xstefanidis.com VTI Hong Kong Fax 86 - 21 - 6915 5800 Contact Person: Xenophon Stefanidis 11/F, Pico Tower, 66 Gloucester Road Alloysius.teng@picoworld.com Pico Contact: Mr. Ng Meng Chuen Wanchai, Hong Kong SAR Contact Person: Mr. Alloysius Teng Tel 852 - 9182 2522 Fax 852 - 3102 9188 Chongqing International tchiu@vtihk.com Convention and Exhibition Contact Person: Mr.Terence Chiu Center Chongqing Nanping Convention And Exhibition Center Management Co. Ltd. World Events Organisation 2 Jiang Nan Avenue, Nan An District Pte Limited Chongqing 400060, China 2nd Floor, Pico Creative Centre Tel 86 - 23 - 6260 9001/6260 9000 20 Kallang Aveneue, Singapore 339411 Fax 86 - 23 - 6260 9090 Tel 65 - 6393 0206 louis.cheng@cqcec.com Fax 65 - 6392 2905 louis.cheng@picoworld.com Andrewlee@worldeventsorganisation.com Contact Person: Mr. Louis Cheng Contact Person: Mr. Andrew Lee 8

(Thailand) Public Company Limited

2. Awards and Recognition

Agents

Name of Award Best Project Award (Event & Promotions) Best Project Award (Permanent Exhibits) Best Office Award Most Outstanding Account Servicing Manager Award Best Project Award (Exhibition) Best Office Award Best Manager Award Excellent Performance Under The Standard of ISO 9002 The Best Constructor (The 22nd Bangkok International Motor Show) Cleaner Technology Promotion Facility (Certificate) Best Project Award (Museum Exhibits)

Presented by The Pico Group The Pico Group The Pico Group The Pico Group The Pico Group The Pico Group The Pico Group Grand Prix Organizer Grand Prix Organizer Thailand Environment Institute (TEI) The Pico Group

Project Assigned by Designer of temporary structure (tent) with equipment and Grand Prix International Group air-conditioning system in place Constructor of exhibition center for products and tourism, The Tourism Authority of Thailand the Golden Triangle, Chiangrai Province (Lighting arrangement) Contractor to oversee decoration of King Prajadhipok Museum King Prajadhipok Institute Bangkok International Motor Show 2002 Ford Sales and Service (Thailand) Co., Ltd. Nokia 5210 Launch Nokia (Thailand) Ltd. th Selected as Standard Constructor for the 19 Inter-Media Consultant Co., Ltd. Thailand International Motor Expo Bangkok International Motor Show, 2001 Ford Sales and Service (Thailand) Co., Ltd. The Motor Expo, 2001 Exhibitor of world class event (Expo 2000 Hannover) Ministry of Science, Technology and Environment The 22nd International Bangkok Motor Show Grand Prix International Group Contractor of exhibition and part of the Children Museum Bangkok (Science/nature and environment/exhibition honoring Plan Publishing Co., Ltd. His Majesty the Queen) Organizer of mobile exhibition entitled "Astrology and Mankind" Department of Informal Education Installer of tent and decorator of pavilion during the Asian Games Thai Airways International PLC at Thammasat Rangsit Sport facilities Installer of temporary structure (tent) with air-conditioning and lighting systems at the Thammasat Rangsit Sport facilities Ministry of Finance th for the 13 Asian Games. Exhibition organizer at the Thai pavilion during Ministry of University Affairs the World Agriculture and Industry Fair The 12th CEPSI Exhibition Bangkok Rai The International Bangkok Motor Show Mercedes-Benz (Thailand) Ltd.

Year 2004 2004 2003 2003 2002 2002 2002 2002 2001 2001 1998

Year 2003 2003 2003 2002 2001 2001 2001 2001 2000 2000 2000 1999 1999 1999 1999 1999 (Thailand) Public Company Limited

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Business Operation

OUR BUSINESS

1. Background/Growth and Development Background Pico (Thailand ) Company Limited (Public) was incorporated in 1981 when Pico Far East Holding Limited (Pico Far East), a Hong Kong listed company and well known in trade exhibition with 26 offices worldwide, joined forces with Thai investors led by Mr. Pised Chungyampin. Pico Thai Exhibition Contractor Co., Ltd. was incorporated with Pico Art International Pte., Ltd., Singapore (çPico Arté) as a partner. With the expansion of business, an organizational change involving investment and shareholding to accommodate future growth was made resulting in the incorporation of Pico International Enterprise (Thailand) Co., Ltd. with a capital of Baht 15 mil ion with Pico Art as the nominee for Pico Far East holding 49% and Thai shareholders 51%.

Tradeshows B2B Event Marketing

2. Overview of Pico and related group companies The principal business is in the face to face marketing such as exhibition, event marketing and museum through the planning of a communication package to reach the clientûs target customers. The service package is planned in close consultation with the client and his marketing objectives. With the subsidiaries in related services, a more effective and integrated service and management can be delivered. The services are: trade exhibition, product launch, interior decoration, multimedia and museum exhibition.

Artcom Graphic Co., Ltd. Multi Designs Co., Ltd. *Inkjet Images (Thailand) Co., Ltd.

(Thailand) Public Company Limited

Business Acquisition of facilities for event marketing e.g. booth rental in an exhibition Graphic design for interior and exterior e.g. billboards. New creative innovation in exhibition business Printing of graphic design e.g. billboards

Consumer Shows B2C

Our Business Face to Face Marketing

Sponsorships (Sports/Ent.) Museum

Growth and Development Trade show was the primary area of the marketing communication business. Over the years, new services were initiated to accommodate the changing market environment and customer demand. Additional subsidiaries were formed to provide a more effective product offering and service delivery. These subsidiaries are: Px System Co., Ltd. (PX) Atrcom Graphic Co., Ltd. (Artcom) Multi Designs Co., Ltd. (Multi Designs) A associate company was also created; Inkjet Images (Thailand) Co., Ltd. (Inkjet) Subsequently the name was changed to Pico (Thailand) Co., Ltd. and transformed to become Pico (Thailand) Public Co., Ltd. under the Public Company Act of B.E. 2535 on 16th September 2003. Capital was also increased to Baht 65 million and Baht 115 million on 16th September 2003 and 25th February 2005 respectively.

Company PX System Co., Ltd.

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BUSINESS MODEL

Road Shows

Others

Convention Seminars Public Event G2C

BUSINESS OVERVIEW Pico Project Management

PX

Multi Designs

Event Asset Management

Creative Design Talent Management

Artcom Printing & Technology Management

(Thailand) Public Company Limited

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Business Segments There are 3 distinct business segments of Pico: 1. Event marketing 2. Museum and permanent exhibition 3. Others Details of product/service offerings

The company offers an extensive product and service range depending on each clientûs requirement: 1. Turnkey event and exhibition management. This service begins with conceptualization, design, production and installation of the package for a specific product. This service is available for all business segments. 2. Production and installation in accordance with design of client. This can be executed, in part or in full, depending on clientûs desire. 3. Service contract for the assembly/installation of interior decoration with materials provided by client. Past work/services performed 1. Event Marketing

Merchandise exhibition management for various products Automobile exhibition booths in the Motor Expo and the Bangkok International Motor show for clients such as Grand Prix International Group, Mercedes-Benz, Chevrolet, Toyota, Land Rover etc. ICT Expo 2004-2005 Retail Finance Asia Pacific XV International Aids Conference Asian Sport Summit & EXPO Thailand Science & Technology 2003, 2005 Product promotion activities Event marketing: Road shows for various automobile brands e.g. Chevrolet, Mercedes-Benz, Ford and Jeep. Others: Nokia and AIS. Product launch: Chevrolet Colorado launch, Chevy OK Day, Chevy Homecoming Day. Road shows for Thailand Elite Card for Tourism Authority of Thailand in Taiwan and Korea.

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(Thailand) Public Company Limited

120 years anniversary for Electricity Generating Authority of Thailand, Bicentennial anniversary of the King Mongkutûs Institute of Technology, Ladkrabang. Annual meeting of National Science and Technology Development Agency (NSTDA) Transform Thailand Exhibition Product launch: Grand Opening Ceremony for General Motor (Thailand) assembly center and first Zafira drive off assembly line in Rayong 2000 CP Orange launch, Bang Sai, Phra Nakhon Si Ayutthaya 2002. Festival/Gala: Nokia Big Bang Festival at Siam Square 2001. Fendi Party Night at The Species, Bangkok and Thailand 2000. Seminars: IBM Japan convention 2000 at the Shangrila Bangkok. Design and construction of Subaru pavilion in the 22nd Thailand International Motor expo 2005. Pavilion construction for Heineken, Tiger Beer and Cheers Beer in the çBest of Nonthaburié festival 2005. çThai Metalexé 2005 of Siam-Fuchs Lubricants Company Limited Design, construction and decoration display in the çOTOPé Premium and çKitchen to the World 2005é, at the exhibition hall of the Department of External Trade Promotion, Ratchadaphisek Road. Asean Energy Business Forum 2004 held at World Trade Center, Metro Manila, Philippines under contract from PTT Public Company Limited 2. Permanent and Museum Exhibition

Museum

Renovation and interior decoration Arts and Culture Hall for the eastern region, phase II Burapha University, Chon Buri. BLCP Visitor Center of the BLCP Power Plant in the Mab Ta Phut industrial estate, Rayong. Design and decoration for a display center for Isan folk knowledge for the çSUPPORTé foundation under H.M. the Queenûs patronage, Ubon Ratchathani for Office of Small and Medium Enterprises Promotion.

(Thailand) Public Company Limited

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Design and decoration of the sports museum for the Sport Authority of Thailand. Design for 5 storey building behind the King Prajadhipok museum of the King Prajadhipok Institute at Lan Luang. District museum for 4 districts of Bangkok depicting life in the community of Samphanthawong, Bang Rak, Bangkok Noi, Bang Khun Thian. Historical archive of the Bangkok Universityûs Surat Osathanugraha library. Rangsit campus. Design and installation of Electricity and the Thai energy display for the National Science Museum Organization. Project for the development of a historical park and museum to commemorate the heroism of 2484. ç8 December 1941 Memorial Museum Wing 53 Historical Parké, for Air Command 4, Ao Manao, Prachuap Khiri Khan. Ramkhamhaeng Museum (Sukhothai) for the Department of Fine Arts. Buddhism Museum, Phutthamonthon for the National Buddhism Office. King Prajadhipok Museum with display depicting life and activities history of King Rama 7 at the King Prajadhipok Institute, Lan Luang. Design and installation of display materials for Hall of Opium of the Tourism Authority of Thailand (TAT) phase 2, Chiang Rai. Design and installation of inside display for H.M. the Princess Motherûs archive for the Mae Fah Luang foundation and the TAT. Improvements to the museum archive of Prince Paribatra, Suan Pakkad palace for the Chumbhot-Pantip Foundation, Bangkok The Three Kingdom Project, Chon Buri. Mobile display, çAstronomy and the Peopleé of the Science Center for Education, Ekamai for the Non Formal Education Department of the Ministry of Education. Design and construction in the exhibition hall of the Securities Exchange of Thailand main building. Design and construction of the Family Planning Museum for the Ministry Public of Health. Internal display of the Childrenûs Museum for Bangkok Metropolitan Administration, The science, nature and the King sections. The prevention and action against narcotics display for the Office of the Narcotics Control Board. Semi permanent exhibition Design and decoration of the Asean Handicrafts archive of the SUPPORT international division, Bang Sai. Internal display for visitors at Khao Yai National Park, Sarika and Nang Rong waterfalls for the Parks and Wildlife Department. King Rama 9 display hall with çmagic visioné display board in the compound of Armed Forces Preparatory School, Nakhon Nayok. Renovation and decoration for the library, club house, technical display, control, graphic and çmagic visioné at the Armed Forces Preparatory School. Historical display of the history of Maha That Chedi of the Doi Inthanon, Chiang Mai for the Royal Thai Air Force. 14

(Thailand) Public Company Limited

Museum of the lignite mining in honor of King Rama 7 at Mae Mo Mine, Lampang. çNatural Disastersé display for the Science Education Office. çTimeé display for the Science Center for Education. çMan and his Environmenté and çLife and the starsé for the Science Center for Education. Museum at the undersea park Chulabhorn 36, Phang-nga Province. Museum for the Sino Thai relationship under the auspices of H.M. the King for Hua Chiew University. çRoads to Natureé display for the Science Museum Office of the Ministry of Science, Technology and Environment. çAstronomy and Spaceé at the Science Park at Wa Ko, Prachuap Khiri Khan for the Ministry of Education. Her Royal Highness Mother Memorial, SCB Park Plaza çThe Father of Thai Sciencesé display at the Science Park, Wa Ko, Prachuap Khiri Khan for the Ministry of Education. 3. Others Rental of large air-conditioned tents from 1,000 sq.m. to 20,000 sq.m. This serves to provide additional temporary space to exhibition organizers or large projects requiring significant covered space. Graphic design for signage and banner projects used in advertising and/or public relation work. Furnishings complementing the merchandise display to enhance sale such as display cabinets. These are eye catching units placed in the exhibition booth to increase sale in accordance with the clientûs marketing plan Interior design of offices. Logo design based on clientûs business concept and philosophy. Recent commissionings and installations Erection of large tents at the Bangkok International Motors Show 2001-2005 at BITEC. Erection of large tents for the Worldûs AIDS conference 2004. Interior decoration of Siemens Retail Shop Various design of logos for financial institution clients e.g. United Securities Public Co., Ltd. Lighted boxes and installation at designated spots for çFirst Choiceé. Provide various models and graphic work Erection of tented traveling road shows for Chevrolet nationwide. Interior design for retail banking of Land and Houses Retail Bank Public Co., Ltd.

(Thailand) Public Company Limited

15


Board of Directors Mr. Viriya Pholpoke

OUR TEAM

as of October 31, 2005 of

Pico (Thailand) Public Company Limited

Director

Age 52 Yrs Work experience 2 Sep. 2005-present Director and Advisor - Pico (Thailand) Public Co., Ltd. 2003-1 Sep. 2005 Audit Committee and Independent Director Pico (Thailand) Public Co., Ltd.

Mr. Chia Song Heng Chairman of the Board of Directors

Age 53 Yrs Work experience 2003-present Chairman of the Board of Directors and Vice Chairman of Executive Committee - Pico (Thailand) Public Co., Ltd. 2001-present Director - Pico Far East Holding Pte Ltd.

Mr. Pised Chungyampin

Mr. Silchai Kiatpapan Director

Age 49 Yrs Work experience 2003-present Chief Operating Officer - Pico (Thailand) Public Co., Ltd. 1992-present Director - Pico (Thailand) Public Co., Ltd.

Vice Chairman of the Board of Directors

Age 51 Yrs Work experience 2003-present Vice Chairman and Chief Executive Officer Pico (Thailand) Public Co., Ltd. 1992-2003 Director - Pico (Thailand) Public Co., Ltd. 2001-2003 President - Trade Exhibition Association (Thai) (TEA)

Ms. Nitida Thamasoontra Director

Age 44 Yrs Work experience 2003-present Chief Financial Officer - Pico (Thailand) Public Co., Ltd. 1991-present Director - Pico (Thailand) Public Co., Ltd.

Mr. Chong Mang Yong Dr. Chaiyod Bunyagidj Independent Director

Age 51 Yrs Work experience 2003-present Chairman of the Audit Committee and Independent Director Pico (Thailand) Public Co., Ltd. 1997-present Vice President - Thailand Environment Institute (TEI)

Director

Age 49 Yrs Work experience 2003-present Director - Pico (Thailand) Public Co., Ltd. 2000-present Vice - President Finance, South Asia Pico Art International Pte., Ltd. 1995-2000 Group Financial Officer United Motor Works International Pte., Ltd.

Ms. Sasitorn Phongsathorn Independent Director

Mr. Sern Vithespongse Independent Director

Age 52 Yrs Work experience 2003-present Audit Committee and Independent Director Pico (Thailand) Public Co., Ltd. 1992-present Director - Palmer & Turner (Thailand) Co., Ltd. 16

(Thailand) Public Company Limited

Age 48 Yrs Work experience 17 Nov. 2005-present

Audit Committee and Independent Director Pico (Thailand) Public Co., Ltd. 19 Dec. 2005-present President - Land and Houses Retail Bank Public Co., Ltd. 1 Jul. 2005-18 Dec. 2005 Vice President - Book Club Finance Public Co., Ltd. 2004-2005 President - United Securities Public Co., Ltd. 2000-2003 Senior Director, Corporate Finance United Advisory Services Co., Ltd. (Thailand) Public Company Limited

17


The Audit Committee

The Executive Committee as of October 31, 2005 of

as of October 31, 2005 of

Pico (Thailand) Public Company Limited

Pico (Thailand) Public Company Limited

Mr. Pised Chungyampin

Dr. Chaiyod Bunyagidj Chairman of the Audit Committee

Age 51 Yrs Work experience 2003-present Chairman of the Audit Committee and Independent Director Pico (Thailand) Public Co., Ltd. 1997-present Vice President - Thailand Environment Institute (TEI)

Chairman of the Executive Committee

Age 51 Yrs Work experience 2003-present Vice Chairman and Chief Executive Officer Pico (Thailand) Public Co., Ltd. 1992-2003 Director - Pico (Thailand) Public Co., Ltd. 2001-2003 President - Trade Exhibition Association (Thai) (TEA)

1

Mr. Chia Song Heng

Mr. Sern Vithespongse

Vice Chairman of the Executive Committee

Audit Committee

Age 53 Yrs Work experience 2003-present Chairman of the Board of Directors and Vice Chairman of the Executive Committee Pico (Thailand) Public Co., Ltd. 2001-present Director - Pico Far East Holding Pte., Ltd.

Age 52 Yrs Work experience 2003-present Audit Committee and Independent Director Pico (Thailand) Public Co., Ltd. 1992-present Director - Palmer & Turner (Thailand) Co., Ltd.

2

Ms. Sasitorn Phongsathorn Audit Committee

Age 48 Yrs Work experience 17 Nov. 2005-present

Audit Committee and Independent Director Pico (Thailand) Public Co., Ltd. 19 Dec. 2005-present President - Land and Houses Retail Bank Public Co., Ltd. 1 Jul. 2005-18 Dec. 2005 Vice President - Book Club Finance Public Co., Ltd. 2004-2005 President - United Securities Public Co., Ltd. 2000-2003 Senior Director, Corporate Finance United Advisory Services Co., Ltd.

Mr. Silchai Kiatpapan Chief Operating Officer

Age 49 Yrs Work experience 2003-present Chief Operating Officer Pico (Thailand) Public Co., Ltd. 1992-present Director - Pico (Thailand) Public Co., Ltd.

3

Ms. Nitida Thamasoontra Chief Financial Officer

Age 44 Yrs Work experience 2003-present Chief Financial Officer Pico (Thailand) Public Co., Ltd. 1991-present Director - Pico (Thailand) Public Co., Ltd. 18

(Thailand) Public Company Limited

4

(Thailand) Public Company Limited

19


The Executive Committee as of October 31, 2005 of

Pico (Thailand) Public Company Limited

Mr. Chokechai Vatcharanirunkul Senior Executive Vice President Event Marketing & Special Project

Age 45 Yrs Work experience 2001-present Senior Executive Vice President / Event Marketing & Special Project Pico (Thailand) Public Co., Ltd. 1995-2000 General Manager/Event Marketing & Special Project Pico International Enterprise (Thailand) Co., Ltd.

5

Ms. Supaporn Sawangjitt

Ms. Amara Banditakon Accounting Manager

Age 45 Yrs Work experience 2004-present Accounting Manager - Pico (Thailand) Public Co., Ltd. 1996-2004 Finance and Accounting Manager - Pico (Thailand) Public Co., Ltd.

9

Executive Vice President Event Marketing I

Age 37 Yrs Work experience 2004-present Executive Vice President / Event Marketing I Pico (Thailand) Public Co., Ltd. 2000-2003 Assistant General Manager / Event Marketing Pico International Enterprise (Thailand) Co., Ltd. 1995-2000 Project Manager / Event Marketing Pico International Enterprise (Thailand) Co., Ltd. Mr. Pornchai Tangsunawan

6

Assistant Vice President Strategic Marketing

Age 38 Yrs Work experience 2005-present Assistant Vice President / Strategic Marketing Pico (Thailand) Public Co., Ltd. 2003-2004 Project Manager The Shell Company of Thailand Limited & Mekong Cluster 1999-2003 Engineering Support Manager The Shell Company of Thailand Limited & Mekong Cluster

7

Ms. Nareerat Jiamwattanasuk General Affairs Manager

Age 49 Yrs Work experience 1994-present General Affairs Manager Pico (Thailand) Public Co., Ltd.

20

(Thailand) Public Company Limited

8 (Thailand) Public Company Limited

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1. Organization Structure as of 31 October, 2005

Organizational and Management Structure

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Organization Structure of Directors There are 3 Boards within the organizational structure. 1.) The Board of Directors

As of 31st October, 2005 the companyûs Board consists of 9 directors namely 1. Mr. Chia Song Heng Chairman 2. Mr. Pised Chungyampin Vice Chairman 3. Mr. Silchai Kiatpapan Director 4. Ms. Nitida Thamasoontra Director 5. Mr. Chong Mang Yong Director 6. Mr. Viriya Pholpoke Director 7. Dr. Chaiyod Bunyagidj Independent Director and Chairman of the Audit Committee 8. Mr. Sern Vithespongse Independent Director and Audit Committee member *9. Ms. Sasitorn Phongsathorn Independent Director and Audit Committee member *Note : Ms. Sasitorn Phongsathorn was appointed to the Board effective November 17, 2005 Directors authorized to sign and bind the company:

Directors authorized to sign and bind the company are Mr. Pised Chungyampin together with Mr. Chia Song Heng or Mr. Silchai Kiatpapan or Miss Nitida Thamasoontra or Mr. Chong Mang Yong constituting 2 signatures with the companyûs seal affixed. Scope of authority of the Board of Directors

1.1 The Board of Directorûs functions The Board of Directors shall act to ensure maximum benefits toward the conduct of the companyûs business by using its knowledge and experience to the fullest capability. It shall conduct its role according to the companyûs memorandum of association and bylaws with due care and discretion to protect the rights of and be responsible to the shareholders. 1.2 Establishing the companyûs objectives, business direction and policy The Board is charged with the setting of appropriate policy and business direction of the company except the policy or business direction which requires shareholdersû approval. 1.3 Appointment and Supervision of the Executive Committee The Board is empowered to appoint a committee consisting of directors to act as an Executive Committee to manage on its behalf. In this respect the Board of Directors at its meeting 1/2003 held on 29th August 2003 resolved to appoint an Executive Committee and clearly established its scope, power and duties. The Board of Directors will be responsible for the supervision to ensure that the Executive Committee effectively follows the approved policy.

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1.4 Appointments and delegation of authority to other persons. The Board of Directors may appoint any other person to conduct the company没s business under its supervision or it may delegate authority to the said person as it deems appropriate. The time period of this delegation shall be set as the Board deems appropriate and the Board may rescind, remove, alter or modify such delegation. Such appointment or delegation shall fall under the following rules: (1) Any appointment and authority delegation shall not be bestowed on person(s) with a vested interest in or is in conflict with the company or its subsidiaries. (2) Person(s) so appointed and delegated shall not be able to approve transactions that involve themselves or persons that may be in conflict with, possessing vested interest in or having any other potential conflict of interest against the company or its subsidiaries (3) Appointment and delegation must be accompanied by a clear establishment of scope of authority, duty, and responsibility and must be in accordance with the resolution of the Board of Directors meeting attended by independent directors or members of the audit committee. In the case that such delegation of power is objected to by a member of the independent director or an audit committee member such objection shall be clearly recorded in the minutes of the meeting. 2.) The Executive Committee

As of 31st October 2005 the company has 4 executive committee members. 1. Mr. Pised Chungyampin Chairman of the Executive Committee 2. Mr. Chia Song Heng Vice Chairman of the Executive Committee 3. Mr. Silchai Kiatpapan Chief Operating Officer 4. Ms. Nitida Thamasoontra Chief Financial Officer Scope of duty and authority of the Executive Committee

2.1 To propose for the Approval of the Board of Directors the followings: Business objectives and direction. Business strategy and policy. Annual business plan and budget. Organizational structure and management profile including details on selection, training, recruitment and termination of employees. 2.2 Supervision and overseeing that the company没s business operation follows the Board没s approved business strategy, policy and plan 2.3 Screening of business contractual obligations of the company, acquisition of assets or rights to be used to the benefit of the company. This includes the setting up of negotiating processes toward the closing of the said contracts. 2.4 Screening of fiduciary contracts, lending, borrowing and undertaking of guarantee by the company. 2.5 Acting on contract amendment and termination in accordance with the Executive Committee没s discretion. 2.6 To consider the profit and loss account of the company and the proposal of an interim or annual dividend payment to the Board of Directors for approval. 2.7 To engage in any other action in order to support the above or as may be delegated by the Board of Directors from time to time. 24


The foregoing duties and powers of the Executive Committee shall be under the law and the companyûs bylaws. The Executive Committee shall not have the authority to approve transaction that its members or others may be in conflict with or possess a vested interest in or having any conflict of interest against the company or its subsidiaries. Should such a case arise the Executive Committee shall refer the case for consideration by the Board of Directors. Management: 9 executives comprise the senior management team: 1. Mr. Pised Chungyampin Chairman of Executive Committee 2. Mr. Chia Song Heng Vice Chairman 3. Mr. Silchai Kiatpapan Chief Operating Officer 4. Ms. Nitida Thamasoontra Chief Financial Officer 5. Mr. Chokechai Vatcharanirunkul Senior Executive Vice President/ Event Marketing & Special Project 6. Ms. Supaporn Sawangjitt Executive Vice President/ Event Marketing I 7. Mr. Pornchai Tungsunawan Assistant Vice President/Strategic Marketing 8. Ms. Nareerat Jiamwattanasuk General Affairs Manager 9. Ms. Amara Banditakol Accounting Manager 3.) The Audit Committee

In fiscal 2005 there were 5 members of the audit committee. 1) Dr. Chaiyod Bunyagidj Chairman of the Audit Committee 2) Mr. Sern Vithespongse Audit Committee 3) Ms. Sasitorn Phongsathorn Audit Committee (Was appointed effective November 17, 2005) 4) Mr. Viriya Pholpoke Audit Committee (Resigned from audit committee effective September 2, 2005) 5) Dr. Teerayout Wattanasupachoke Audit Committee (Was appointed effective September 2, 2005 and resigned from position effective October 31, 2005) Ms. Nitida Thamasoontra serves as the secretary to this committee. Scope of authority of the audit committee

3.1 Review to ensure that the companyûs financial reports are correct and with adequate disclosure. This is done through coordination with the external auditor and line management tasked with the preparation of quarterly and annual financial reports. 3.2 Review to ensure that the company has an adequate and effective internal control and audit process. 3.3 Review to ensure that the companyûs operation is in compliance with the laws concerning securities and the Security Exchange of Thailand (SET), the decrees of the SET or the laws pertinent to the companyûs business. 3.4 Selection of the companyûs auditor and set its remuneration to be proposed to the companyûs Board of Directors to be forwarded to the shareholders for appointment. 25


3.5 Release a complete and accurate disclosure of intercompany translations or other transactions that may be of conflict of interest in nature. 3.6 Preparation of the audit committeeûs report on its supervision of the companyûs operation and to disclose this in the companyûs annual report under the signature of the committeeûs chairman. 3.7 Engage in any other functions as assigned by the Board of Directors. 2. Selection of Directors and Management Executive The selection of directors and management executives is not done through the selection committee. This is done by the Board of Directors using the criteria as set forth in the code 68 of the Public Company Act of 1992 and the relevant announcements of the Securities Exchange Commission (SEC) and The Stock Exchange of Thailand (SET). Additionally, consideration is given to the candidateûs experience, knowledge and ability before proposing to the shareholders for election as director. As for executive management position the selection process by the Executive Committee uses similar criteria and procedure for the selection process. 3. Directorsû Compensation (1) Monetary compensation Directors Monetary compensation to directors in 2005 is in the form of meeting allowance, directorûs fee and special bonus totalling Baht 3,988,871 as per the following details: Name-Surname

Position

1. Mr. Chia Song Heng

Chairman/Vice Chairman of Executive Committee Vice Chairman/Chairman of Executive Committee Chief Operating Officer/Director Chief Finance Officer/Director Director Director Director Independent Director/Chairman of the Audit Committee Independent Director/Audit Committee Independent Director/Audit Committee Total

2. Mr. Pised Chungyampin 3. Mr. Silchai Kiatpapan 4. Ms. Nitida Thamasoontra 5. Mr. Chong Mang Yong *6. Ms. Phua Mui Hwa 7. Mr. Viriya Pholpoke 8. Dr. Chaiyod Bunyagidj 9. Mr. Sern Vithespongse 10. Ms. Sasitorn Phongsathorn

Total Compensation (Baht/Year) 135,000 135,000 135,000 135,000 135,000 93,871 910,000 1,070,000 1,015,000 225,000 3,988,871

*Note : 1. Dr. Teerayout Wattanasupachoke was appointed to replace Miss Phua Mui Hwa who resigned. He became a member of the audit committee and independent director replacing Mr. Viriya Pholpoke who resigned effective 2 September 2005. Dr. Teerayout Wattanasupachoke resigned from his directorship effective 31 October 2005. 2. Ms. Sasitorn Phongsathorn appointed to the director, audit committee and independent director replacing Dr. Teerayout Wattanasupachoke effective 17 November 2005. 26


Management In 2004 monetary compensation of Baht 26,659,488 was paid to 12 senior executives in form of salary and bonuses. In 2005 this amount was Baht 27,229,091 paid to 9 senior executives and 1 advisor. (2) Other compensation. -None4. Good Corporate Governance The companyûs policy is for its member of the Board to comply with the regulations of listed companies with respect to the duty and responsibility of directors. Subsequent to the companyûs transformation to a public company, the Board of Directors and the Audit Committee together established supervisory guidelines in overseeing the companyûs operation and to clearly define the scope of authority of directors and management. This covers compliance to the law, memorandum of the association, bylaws and the resolutions of the shareholders with honesty, integrity and utmost care to ensure maximum benefits to the company. The directors are also charged with establishing the companyûs policy and business direction and to ensure that the set policy is followed by management. With regard to the 15 practices of good governance established by the SET we would like to report as follows: 1) Supervisory Policy The companyûs policy is to ensure a consistent, stable and steady growth and to instill confidence in investors and all concerned. The Executive Committee is charged with this supervisory function. It is to function with due care, responsibility, expertise and effectiveness to ensure maximum benefits to shareholders. This must be conducted in a transparent manner and subject to audit with adequate disclosure to all parties concerned. It must ensure avoidance of conflicts of interest and ensure that equal and equitable treatment is available to shareholders and to all parties concerned. 2) Rights of shareholders Equal rights are given to all shareholders. The company sends all meeting announcements with related information to all shareholders 7 days prior to the meeting date. The minutes of all meetings are completely and accurately recorded for examination by the shareholders. Additionally, shareholders are afforded equal opportunity in their audit of and question on the companyûs operation and are encouraged to offer opinions and suggestions during each meeting. 3) Rights of parties with vested interest The company recognizes the importance of each group as follows: Employees: Equal and non discriminate treatment is afforded to all employees including just compensation. Suppliers: Trade practice and agreed contracts are honored with all suppliers. Clients: Customers receive quality care and service from the company. Clientûs information is treated in the strictest confidence. A complaint section or a person is in place to receive a customerûs complaints and to provide an immediate remedy and resolution. 27


Competitors: Community:

The company values a healthy competitive environment and avoids dishonest and destructive practices in its business competition. Pico recognizes its responsibility to the community and strictly adheres to the laws and regulations pertaining to the rights of people in the community. We have participated with General Motors (Thailand) and Chevrolet Sales (Thailand) in the construction of libraries for rural schools. Todate, 2 libraries have been delivered to elementary schools : Ban Rongdu School in Phetchabun and Ban Pho Noi School in Trang, with 14 more to be delivered in 2006 onward.

4) Shareholdersû Meeting The shareholders are informed of a meeting by a notice. In the notice the date, time, place and the various agenda to be considered will be clearly stated. During the meeting shareholders will be encouraged to question and propose opinions and suggestions. Additionally, members of the audit committee will attend the meeting to respond to questions. 5) Leadership and Vision The companyûs policy is to have the Board of directors participate in (or consent to) the setting of vision, strategy, mission, objectives, business plan and budget of the company. This includes the supervision to ensure that management effectively carries out business plan and budget to the maximum economic benefits to the company and the shareholders. Besides, the companyûs policy is to clearly define the role and responsibility between directors and management so that each phase of operation is transparent and subject to audit. 6) Conflict of Interest The companyûs policy on potential conflict of interest incidents is to render the case to the Audit Committee for an opinion to rule whether the case is a normal business practice and that the price is fair. This wil be further referred to the Board for its deliberation. In this connection, laws pertaining to securities and SET, announcements, orders or decrees of the SET will be consulted and strictly adhered to. Parties with vested interest in will not be able to vote in the deliberation of such transaction. 7) Business Ethics The companyûs policy mandates that all of its employees, managers and directors perform their functions with honesty, integrity, highest degree of ethics and moral responsibility to create a fair business environment with a sound and upright business conduct. 8) Non management directors The members of the Board of Directors are elected so that no person or group of persons has the sole authority in decision making. This is to foster effective management and provide a check and balance within the company. Executive committee Board members 4 Non executive committee Board members 5 Independent directors 3 The company has 3 independent directors or 1 in 3 of the total number of the Board of Directors which is deemed to be an adequate representation. The independent directorûs attributes are: 28


1. Less than 5% shareholding of outstanding shares in the company, subsidiaries joint ventures or persons with potential conflict of interest (Including persons defined in code 258 of the Securities and Exchange Act 1992) 2. Has no part in management and is not an employee, staff, salaried advisor or has control of the company, subsidiaries and joint ventures. Is not considered to be a person with a conflict of interest and must not have been involved in such conflicts during the past year. 3. Has no business relation, benefits, vested interest direct or indirect in both monetary or management of the company, subsidiaries, joint ventures. Is not connected to persons who may potentially be in such conflicts that will impair independence. 4. Is not a close relative of the management, major shareholders of the company, subsidiaries, joint ventures or persons who are in conflict against the company. Is not appointed as a proxy to look after the interest of directors and major shareholders 9) Separation of function/authority The Board of Directors has appointed an Executive committee to perform the various tasks. The Board of Directors is responsible to monitor to ensure that this delegation is effectively executed. In this connection the chairman of the Board of Director shall be a different person from the chairman of the Executive Committee, so that a balance is maintained. Additionally, 3 audit committee members consisting of 3 independent directors are appointed to oversee the implementation of the business plan and to ensure that there is no domination by the Executive committee or any other group of persons. 10) Director and Executive Compensation Director Compensation: The policy on director compensation is clearly and transparently set out with the compensation closely following the industry's norm. Compensation of Executive Committee members: This compensation is related to the overall company没s performance and individual performance of each committee member. At present, the company does not have a sub-committee to determine individual compensation. However, there is a process to review and determine compensation using comparative compensation at similar sized companies within the same industry. The company没s and individual performance are also factored in this determination.

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11) Board of Directors meeting. A minimum of one meeting is scheduled per quarter with additional meetings as needed. Directors are informed in advance of the date, place and time of each meeting together with the agenda and related documents. Directors may introduce additional agenda to the meeting and are encouraged to express their opinions openly and freely. The company没s secretary acts as the recorder of the minutes and the preparation thereof. During the period ended, 6 meetings were held as per the following details: Name of the Board of Directors 1. Mr. Chia Song Heng 2. Mr. Pised Chungyampin 3. Mr. Silchai Kiatpapan 4. Ms. Nitida Thamasoontra 5. Mr. Chong Mang Yong 6. Mr. Viriya Pholpoke 7. Dr. Chaiyod Bunyagidj 8. Mr. Sern Vithespongse * 9. Ms. Sasitorn Phongsathorn

Total Attendance BOD Meeting of 2005 5 6 6 6 5 6 6 5 1

Total 5/6 6/6 6/6 6/6 5/6 6/6 6/6 5/6 1/6

* Note Ms. Sasitorn Phongsathorn was appointed to the Board effective November 17, 2005 12) Sub committee The Board of Directors appointed an Audit Committee consisting of outside independent directors to assist in the supervision of the company没s operation. The audit committee meets quarterly and reports to the Board of Directors. In 2005, 4 meetings were held. Total Attendance Name of the Audit Committee Audit Committee Meeting Total In 2005 1. Dr. Chaiyod Bunyagidj 4 4/4 2. Mr. Sern Vithespongse 3 3/4 * 3. Mr. Viriya Pholpoke 3 3/4 **4. Ms. Sasitorn Phongsathorn 1 1/4 * Resigned from the Audit Committee and Independent Director and remains as a member of Board of Directors of the Company effective 2 September 2005 ** Appointed a member of Audit Committee on 17 November 2005 13) Internal control and internal audit. The company maintains an adequate internal control process commensurate with its business activity. The process is constantly reviewed and improved. Management has audited to ensure that rules and regulations are effective and adhered to. The internal control process and mechanisms are constantly evaluated in line with the growth of and changes in the organization.

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14) Investor Relation The Directors are well aware that financial and non financial information are critical to investor没s decision to invest in the company. The company没s policy is for management to consistently disclose complete and accurate data and information in a timely fashion to potential investors. Management is committed to disclosure and is fully cognizant of its significance. There is no plan in the near future to establish an investor relations department in the company. This is currently assigned to the group head in charge of finance and accounting who will liase with shareholders, securities analysts and concerned regulatory agencies. 5. Insider information supervision A policy is established so that inside information is not to be used for personal gain. This covers spouses and minor children of employees. The details are as follows: 1) Ensure that all members of management in every department are informed of their responsibility to report their stockholding and the penalties for failure to comply in accordance with The Securities and SET Act of 1992 and the regulations of the SET. 2) The company没s policy is to allow senior management to disclose only minimal internal information to staff so as to permit the conduct of operation. Additionally members of management are prohibited to use insider information in the trading of the company没s stock. 6. Personnel 1) Litigation/Legal disputes -None2) Number of staff: There are a total of 202 employees in Pico and subsidiaries as of 31st October, 2005 as per following details: - Pico (Thailand) Public Company Limited 94 persons - Px System Company Limited 67 persons - Artcom Graphic Company Limited 33 persons - Multi Designs Company Limited 8 persons Total 202 persons

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As for Pico Thailand alone the breakdown is as follows: - Management 9 persons - Operation Department 9 persons - General Affairs Department 14 persons - Finance and Account Department 9 persons - Event Marketing Department 43 persons - Exhibition and Museum Departments 10 persons Total 94 persons 3) Compensation A total of Baht 67.59 million was paid as compensation in salary and bonuses in 2004 and Baht 78.13 million in 2005. The company contributes 3% of salary into a provident fund with matching amount by employees. Employees are eligible to receive the benefits according to the time of service ranging from 30%, 50% and 100% for 2, 3 and 5 years of service respectively. 4) Human Resources Development. The company places the highest value on its human resources on which future growth is dependent. It is committed to recruit, train and maintain its talent through training and equitable compensation as follows: 1) Recruit the most talented, capable and creative mind. 2) Ensure that the compensation and benefits package is attractive, competitive and equitable. 3) Commitment to career development of staff to his/her maximum potential. 4) Commitment to continuing training programs. 5) Commitment to and promotion of a team spirit so that employees work together as a team at all levels. In human resources development a continuing training program and courses both internally and externally are firmly established for all levels of management. Some of these are courses in project management, teamwork building, leadership skills and programs for middle and senior management such as managerial leadership workshop and synergistic teamwork. Overseas training (Golden hammer and Golden image courses) and visits to our affiliates are also regularly provided. The company is committed to an ongoing review of its benefits program to ensure that it is a competitive employer in the market. These include hospitalization, allowances for uniforms, meals, telephones and per diem. Additionally, an outside consultant (SRI Consultant) was commissioned to review, design and improve the human resources management. An operation manual was completed and implemented covering job description and evaluation, position classification, performance appraisal, salary structure, career path, succession plan short and medium term HR plan and a training road map. For 2006 a new performance appraisal process using clearly defined key performance indicators and core competency review process will be implemented to ensure of a measurable and standardized evaluation criteria. This will lead to a more effective career path planning and equitable compensation program.

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Shareholding Structure

1. Stock of the company The company has a registered capital of Baht 115,000,000 with Baht 114,999,980 paid up divided into 114,670,000 common shares and 330,000 preferred shares at Baht 1 par value.

Rights of common and preferred shares With respect to receipt of dividend payment, the company没s bylaws establish no difference in rights between common and preferred shares. In voting rights, preferred shares will be subordinated to common shares. 10,000 preferred shares will count as 1 vote whereas one common share equals one vote. 2. Shareholders List of 10 top shareholders as of 31 October 2005 Items 1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Shareholder Pico Art International Pte., Ltd. Mr. Pised Chungyampin Thai NVDR Co., Ltd. DBS VICKERS SECURITIES (SINGAPORE) PTE., LTD. Mr. Supawit Wattanphan Mr. Suwiphan Ditsayamolthon Mr. Pipit Pichaisorathat Mr. Silchai Kiatpapan Miss Jintana Karnchanakamnerd Mr. Niphan Treejedlarp Total

Share amount 34,500,000 29,003,138 3,685,761 2,766,900 1,672,600 1,640,138 1,600,000 1,407,677 1,273,185 1,271,000 78,820,399

Portion (%) 30.09 25.29 3.21 2.41 1.46 1.43 1.40 1.23 1.11 1.11 68.74

3. Dividend Policy Provided that there are no other needs such as major business expansion or an investment plan, the policy is to pay out 40% of net profit after taxes. With regard to the 3 subsidiaries PX System, Artcom Graphic and Multi Designs, the policy is the same at 40% of net after taxes provided that there are no business expansion needs.

33


Business Objectives

OUR OBJECTIVES 34

Pico is committed to consistent quality and excellence as defined by the ISO 9002, ISO 9001:2000, under a management that is transparent to the clients, investors and staff. Since inception we have paid utmost attention to : 1) Maximize returns to our investors. 2) Create value with measurable results to services rendered to our customers. 3) Value the contribution of our employees with a fair compensation and benefits, which will enhance our ability to recruit future talents. 4) Be a good corporate citizen with a strong commitment to social responsibility.

Transparency and Governance Pico is committed to transparency in its business conduct. A rigorous internal control process has been implemented and strictly adhered to. As a listed company it closely follows the regulations of the SET specifically with the rights of investors, frequent transparent and timely disclosures. These are factors that will lead to credibility and success of the operation.

Social Responsibility All community members are equally important to Pico whether they be the clients, trade partners or the community at large. As a good corporate citizen we value a fair and equal treatment to all in the community.


Market and Competition

OUR ENVIRONMENT

The market for the event and exhibition is estimated to be valued at Baht 7,000 million in 2004 (excluding trade transacted in the exhibition) and growing at 20% per annum. This expansion is estimated to be at 15% in 2005 due to the economic slowdown and market maturity. The government sector business is expected to play a significant role. The government is expected to showcase its achievements, increase its public relations drive on its mega projects, boost the tourism prospects following the disastrous tsunami and the southern unrest. This type of communication is widely recognized as most effective, soliciting a high consumerûs response and providing a good reach to the public. In the private sector, intense market competition in traditional media channels also led to an increase in çbelow the lineé advertising like event marketing. The market is characterized by high degree of competition with small and large operators and multinationals competing for the business. As one of the top five players, with a proven track record of over 25 years, Pico is in an excellent position to grow with the market Our extensive network covering 26 countries, access to market information and a well established clientûs base will further enhance our market opportunities.

Research and Development Our distinct advantage is the ability to tap the resources of Picoûs worldwide network for the Thai market. We are committed to the human capital development and encourage our staff to visit the various trade exhibitions in and out of Thailand so that they are always kept abreast of the industryûs latest development and trend.

35


Future Plan At Pico we constantly search for new market opportunities and business alliances to strengthen our position and to ensure a stable growth. The potential projects in the foreseeable future are summarized as follows: A joint venture with synergistic service providers that will be mutually beneficial. In this regard we have executed memoranda of understanding with BEC Tero Entertainment Public Co., Ltd. and Asia Congress Events Co., Ltd. specifically to form an operation targeting niche and specialized businesses that can be more effectively tapped by the collaboration of resources. An alliance with leading multinational designers in order to raise our capability and qualifications in the exhibition and various communicative creations in the museum and learning centers. This will result in the transfer of technology and know how and prequalify us for greater opportunities in future projects. To open a regional branch office to capture additional businesses pertaining to the Government没s plan to develop Thailand and cities like Chiang Mai to become a hub for the convention and exhibition business.

36


Pico firmly believes that the event marketing and trade exhibition business have a strong growth potential that can lead to additional opportunities. Our policy is to extensively expand our investment in businesses that are connected to our main product line. We are presently studying several possibilities and are in the process of planning our human resources and managerial staff allocation accordingly.

37


The Thai Economy 2005 and Trends for 2006

Despite the surging oil prices, and the drop in tourism from the tsunami disaster the Thai economy looks set to record a 4.5-4.7% growth in 2005. The growth reflects the resiliency of the Thai economy and successful government policies to counter the externally imposed conditions. The country took the initiative to float the oil prices which will lead to effective energy saving and smoother adjustment process for future increases. The banking and financial sectors appear to have recovered from the crisis of 1997 and are attuned to more effective risk management. Energy costs have driven up the inflation rate and eroded consumer spending with resultant interest rate hikes. However, with overall high liquidity in the market the hikes have not significantly hampered consumer spending and investment. The balance of trade deficit and current account shortfalls are not expected to be problematic as the majority of the imports are capital goods and raw products for the industrial sector. The Baht has been relatively stable in 2005 and its free float will ease future adjustment processes. Outlook for 2006 continues to be one of optimism. High energy prices have stabilized but will slightly erode consumerûs confidence and spending pattern. On a brighter note, the governmentûs stability, having been returned with an unprecedented landslide, will ensure that its supportive policies will prevail. To counter the expected consumption decline the government will further jumpstart the economy by accelerating the disbursement of its approved fiscal budget. Additionally the announced spending in mega infrastructural projects over the next 4 years will further boost investment. Key industrial sectors such as automobile, banking, telecommunication and media are expected to continue to do well in 2006. The governmentûs strategy to position Thailand as the regionûs exhibition hub for 2006 will positively impact our groupûs business. A specific vehicle, Thailand Convention and Exhibition Bureau (TCEB) was established with the responsibility to develop the MICE (Meeting, Incentive, Convention and Exhibition) related businesses with the goal of putting Thailand as the center for international conferences and trade exhibition. Moreover, the government has established the National Discovery Museum Institute as another specific public organization responsible to develop and establish countrywide museums and permanent exhibitions to showcase the nationûs arts, cultural heritage and achievements. This will open new opportunities for Pico given our extensive experience and the expertise of our partners locally and abroad.

38


39


Risk Factors

Risks that may have an impact on the companyรปs operation are summarized as follows: 1. Oil price fluctuation

The steady rises in oil prices from the second quarter of 2005 adversely impacted economic growth throughout the world and created an inflationary trend in all costs of goods and services. At Pico the risks are assuaged through a careful review of our planned capital investment, which is closely monitored once implemented 2. The communicable diseases pandemic

Communicable diseases like the bird flu and SARS for which no effective treatment or vaccines are available are spreading almost uncontrollably and may adversely impact international travel and result in quarantine. The world community appears to be committed to the halt of the spread of the diseases with the bird flu very much under control in Thailand. This risk is valid although the direct effect on the Thai economy is not extensive. 3. Terrorism

Risks associated with terrorism are twofold, from cross border terrorism to the troubles in the restive south of Thailand for which no solutions are in sight. Fortunately this will have no impact on Picoรปs immediate business as only a nominal income is derived from the area. These risks can, understandably, create an immediate shock effect to the economy. However, it is believed that our core business of event marketing will continue to be the best value communication tool in business/marketing. 4. Creative and Technological obsolescence

In the product promotion business, customerรปs acceptance comes from the ability to create and retain the brand perception in the consumerรปs mind. Latest technology and know how are the keys success factors. Picoรปs strengths in this area are from its affiliation with the extensive Pico network and the ability to source latest and state of the art technology and know how to complement its local knowledge.

40


5. Customer没s Budget Allocation

In today没s business, intense competitive pressure calls for clients没 frequent revisions of promotional budgets to conform with changing conditions in order to maintain market leadership. This risk is faced by all in the industry and not just Pico. Pico没s over 2 decades of experience has given it a thorough understanding of the market and an organization that is flexible and quick to adjust and cope with the changing situation. To further soften the impact of these risks, Pico has broadened its customer base by going after the non traditional sectors such as financial, insurance and energy industry. Government museum and related installations are also being targeted as new businesses to offset the seasonality of the traditional commercial business.

41


Operating Results and Financial Standing

OUR ACHIEVEMENTS

1) Summary of auditorûs opinion The past unqualified opinion of the auditor for the 5 years between 2001 to 2005 confirms that the companyûs financial statements, operating results and accompanying cash flows conform materially to the generally accepted accounting principles. Fiscal Year 2005 2004 2003 2002 2001

Certified Public Accountant (Thailand) Somporn Dulyavit Somporn Dulyavit Somporn Dulyavit Somporn Dulyavit Somporn Dulyavit

Auditorûs Office Deloitte toucheû Tohmatsu Jaiyos Co., Ltd. Deloitte toucheû Tohmatsu Jaiyos Co., Ltd. Deloitte toucheû Tohmatsu Jaiyos Co., Ltd. Deloitte toucheû Tohmatsu Jaiyos Co., Ltd. Deloitte toucheû Tohmatsu Jaiyos Co., Ltd.

Registration No. 3709 3709 3709 3709 3709

Auditorûs opinion Unqualified Unqualified Unqualified Unqualified Unqualified

2) Summary of operating results and financial standing Summary of Picoûs operating results and financial condition for 2003 to 2005 are as follows: Thousand Baht Consolidated Company 2005 2004 2003 2005 2004 2003 Total Revenue 720,220 642,003 449,337 626,313 559,861 388,232 Total Expenses 662,664 578,015 401,250 575,901 503,089 344,670 Net Income 41,702 41,167 30,142 41,702 41,167 30,142 Earnings per share 0.36 0.39 0.89 0.36 0.39 0.89 Weighted average no. of ordinary shares (Thousand shares) 114,670 102,652 33,741 114,670 102,652 33,741 Total Assets 429,237 369,983 235,154 391,816 337,191 214,274 Total Liabilities 144,869 125,998 113,206 116,413 100,534 97,975 Total company shareholderûs equity 284,368 243,986 121,948 275,403 236,657 116,299 Book value per share (Baht) 2.48 2.38 3.61 2.40 2.31 3.45 No. of shares issued and outstanding as at year end (Thousand shares) 115,000 65,000 15,000 115,000 65,000 15,000

Remarks : - Fiscal year of the company October 31 - In 2005 there are 330,000 preferred shares and 114,669,980 common shares both at Baht 1 par value - The comparison of earning per share and book value per share 2004 and 2005 based on weighted average number of shares

42


Pico (Thailand) Public Company Limited Balance Sheets As at October 31

Assets Current assets Cash and cash equivalents Current investments Trade account receivables, net Related parties Others Trade accounts receivable, net Amounts due from related parties Short-term loan to a related party Inventories Other current assets The gross amount due from customers for contract work Others Total current assets Non-Current Assets Deposits at banks used as collateral Investments using the equity method Other long-term investment Property, plant and equipment, net Other non-current assets Total Non-current Assets TOTAL ASSETS

Consolidated 2005 2004 2003

Thousand Baht The company only 2005 2004 2003

55,669 76,467

73,682 21,561

34,728 1,740

28,238 75,014

54,372 22,695 20,119 308

6,398 104,102 110,500 20 271

4,512 94,867 99,379 81 556

5,518 72,026 77,544 191 401

6,278 84,912 91,190 701 271

4,350 5,183 75,443 63,557 79,793 68,740 707 2,289 300 250 556 401

73,197 87,180 41,210 69,253 85,713 37,308 20,364 14,096 10,074 18,307 15,917 8,901 336,488 296,535 165,888 282,974 257,477 140,892 810 2,810 2,500 - 2,000 5,608 5,502 5,061 33,319 26,215 930 480 120 82,509 61,432 61,388 72,726 48,421 2,892 3,224 197 2,797 3,078 92,749 73,448 69,266 108,842 79,714 429,237 369,983 235,154 391,816 337,191

2,000 22,979 48,243 160 73,382 214,274

43


Pico (Thailand) Public Company Limited Balance Sheets (Continued) As at October 31

Liabilities and Shareholder没s Equity Current Liabilities Trade accounts payable Related parties Others Total trade accounts payables Current portion of long term debt Current portion of obligations under hire-purchase agreement Amount due to related parties Other current liabilities Accrued expenses The gross amount due to customers for contract work Deposits received from customers Dividend payable Others Total Current Liabilities Non Current Liabilities Long term debt Obligations under hire-purchase agreement Total Non-current Liabilities Total Liabilities

44

Consolidated 2005 2004 2003

Thousand Baht The company only 2005 2004 2003

1,727 80,817 82,544 -

1,344 68,093 69,437 -

3,619 48,693 52,312 3,571

4,358 64,246 68,604 -

5,984 6,765 52,523 40,803 58,507 47,568 - 3,571

1,831 4,536

1,731 7,142

2,049 5,274

1,830 4,573

1,731 7,136

24,626

23,143

20,209

17,328

18,105 16,833

9,144 5,696 4,680 5,455 644 32 238 644 - 1,307 17,386 15,509 17,489 13,821 140,711 123,997 105,822 112,255

1,905 672 32 238 11,117 15,214 98,533 90,591

-

-

6,250

-

-

1,221 5,274

6,250

4,158 2,001 1,134 4,158 2,001 1,134 4,158 2,001 7,384 4,158 2,001 7,384 144,869 125,998 113,206 116,413 100,534 97,975


Pico (Thailand) Public Company Limited Balance Sheets (Continued) As at October 31 Thousand Baht The company only 2005 2004 2003

Consolidated 2005 2004 2003 Shareholders没 Equity Share Capital 330,000 preferred shares of Baht 1 each 146,700,000 ordinary shares of Baht 1 each 50,000,000 ordinary shares of Baht 1 each 64,670,000 ordinary shares of Baht 1 each 114,670,000 ordinary shares of Baht 1 each Issued and paid-up share capital 330,000 preferred shares of Baht 1 each, fully paid 14,670,000 ordinary shares of Baht 1 each, fully paid 64,670,000 ordinary shares of Baht 1 each, fully paid 114,669,980 ordinary shares of Baht 1 each, fully paid Additional Paid-in Capital Premium on ordinary shares, net Land Revaluation Surplus Retained Earnings Appropriated Legal reserve Unappropriated Total company shareholders没 equity Minority Interest Total shareholders没 equity Total Liabilities and Shareholders没 Equity

330

330

330

330

-

-

14,670

-

- 14,670

-

-

50,000

-

- 50,000

-

64,670

-

-

114,670 115,000

65,000

330

330

330

330

-

-

14,670

-

-

64,670

-

-

114,670 115,000

65,000

- 114,670 65,000 115,000

- 114,670 15,000 115,000

330

64,670

330

330

- 14,670 64,670

-

65,000 15,000

- 101,250 101,250 9,217 27,917 9,217

7,150 24,086

3,007 89,075

7,150 24,086

-

65,000 65,000

101,250 101,250 27,917 9,217 5,065 56,124

330

9,217

5,066 3,007 56,124 89,075

275,403 236,656 116,299 275,403 236,657 116,299 8,965 7,329 5,649 284,368 243,985 121,948 275,403 236,657 116,299 429,237 369,983 235,154 391,816 337,191 214,274

45


Pico (Thailand) Public Company Limited Statements of Income For the years ended October 31 2005

Consolidated 2004 2003

Revenues Revenues from the rendering of services 716,499 Other income 3,278 Share of profits from investments using the equity method 443 Total revenues 720,220 Expenses Cost of the rendering of services 533,995 Selling and administrative expenses 128,669 Total expenses 662,664 Income Before Interest Expenses and Income Tax 57,556 Interest expenses (318) Income tax (12,899) Income After Income Tax 44,339 Net Income of Minority Interest (2,637) Net income 41,702 Basic earnings per share 0.36 Weighted average number of ordinary shares 115,000

46

Thousand Baht The company only 2005 2004 2003

639,065 447,098 611,994 547,347 380,526 2,094 1,916 4,216 4,042 4,356 844 324 10,103 8,472 3,350 642,003 449,338 626,313 559,861 388,232 466,926 323,149 472,309 413,384 282,526 111,089 78,101 103,591 89,705 62,143 578,015 401,250 575,900 503,089 344,669 63,988 48,088 50,413 56,772 43,563 (1,653) (1,606) (318) (1,611) (1,449) (17,980) (14,795) (8,393) (13,994) (11,972) 44,355 31,687 41,702 41,167 30,142 (3,188) (1,545) 41,167 30,142 41,702 41,167 30,142 0.39 0.89 0.36 0.39 0.89 102,652

33,741 115,000 102,652 33,741


Pico (Thailand) Public Company Limited Statements of Cash Flows For the years ended October 31 Consolidated 2005 2004 2003 Cash flows from operating activities Net income 41,702 Items to reconcile net income to net cash flows from operating activities:

41,167

30,142

Thousand Baht The company only 2005 2004 2003 41,702

41,167 30,142

Depreciation and amortization 11,776 11,504 9,710 6,349 5,975 Doubtful accounts and bad debt 1,406 1,969 217 702 1,651 (Gain) loss on sale of fixed assets (1,020) 7 (647) (263) (30) Loss on writing off of fixed assets 310 32 994 288 5 Unrealized gain on exchange rate 1 1 Loss on sales of investment in trading securities (18) (62) (48) (42) Dividend received from investments using the equity method 337 403 225 6,303 1,932 Share of profits from investments using the equity method (443) (844) (324) (10,102) (8,472) Net income of minority interest 2,637 3,188 1,545 Income from operations before changes in operating assets and liabilities 56,687 57,365 41,814 44,979 42,187 Operating assets (increase) decrease Current investment - investment in trading security - (127) Trade accounts receivable (12,403) (23,741) (15,499) (11,992) (12,661) Amounts due from related parties 61 111 (148) 5 1,583 Inventories 285 (155) (123) 285 (155) The gross amount due from customers for contract work 13,982 (45,970) (17,193) 16,461 (48,405) Other current assets (6,267) (4,022) (1,258) (5,693) (3,712) Other non-current assets 519 (1,734) 200 476 (1,727) Operating liabilities increase (decrease) Trade accounts payable 13,106 17,124 20,989 10,096 10,939 Amounts due to related parties (2,606) 1,866 1,958 (2,563) 1,860 Accrued expenses 1,483 2,934 5,965 (778) 1,272 The gross amount due to customers for contract work 3,448 1,017 2,921 3,550 1,233 Deposits received from customers 612 (206) (3,404) 612 (206) Other payable - (4,682) 4,682 - (4,682) Other current liabilities 1,171 2,499 (4,402) 1,862 237 Net cash provided by (used in) operating activities 70,078 2,406 36,375 57,300 (12,237)

4,914 (543) 502 (48) 900 (3,350) 32,517 (127) (16,390) (1,016) (123) (14,972) (1,143) 24,415 1,958 6,096 (812) (3,404) 4,682 (5,289) 26,392 47


Pico (Thailand) Public Company Limited Statements of Cash Flows (Continued) For the years ended October 31 Thousand Baht The company only 2005 2004 2003

Consolidated 2005 2004 2003 Cash flows from investing activities Cash received from deposit at bank used as collateral 2,000 Cash payment from deposit at bank used as collateral Cash payment for purchases of fixed assets (10,645) Cash payment for purchase of software (328) Purchase of investment in other company (450) Cash paid for fixed assets Cash received from sale of investment in trading security Repayment from short-term loan to a related party Repayment from short-term loans to other companies Cash received from sale of fixed assets 1,992 Cash received from sale of investment in other company Cash payment for short-term loan to a related company Net cash used in investing activities (7,431) Cash Flows from Financing Activities Bank overdrafts increase (decrease) Cash payment for loans from directors Cash received from long-term loan from financial institution Proceed from issuance of share capital Cash payment for obligations under hire-purchase agreements (1,793) Cash payment for long-term loan Dividends paid (21,655) Dividends of subsidiary paid to minority shareholders (2,307) Net cash provided by (used in) financing activities (25,755) Net increase in cash and cash equivalents 36,892 Cash and cash equivalents balance as at beginning 95,243 Cash and cash equivalents balance as at ending 132,135 48

-

5,000

2,000

-

5,000

(310)

-

-

-

-

(7,141)

(6,326) (7,872)

(1,509) (4,301)

(1,355)

-

(325)

(1,244)

-

(610) -

(3,922)

-

(250)

(3,922)

197

-

-

197

-

-

-

300

250

-

97

1,700 1,515

806

61

1,700 1,304

250

-

-

250

-

(2,033) (5,091)

(300) (2,545)

(219)

-

(14) -

- 5,000 - 151,250

-

(8,872) -

(14) (1,900)

5,000 151,250

-

(3,730) (14,821) (72,060) (201)

-

(3,683) (1,793) (2,902) (2,128) (3,571) - (14,821) (3,571) (5,000) (21,655) (72,060) (5,000) (101)

-

-

-

65,438 (14,269) (23,448)

66,467 (10,713)

58,972

20,073

28,761

51,685 15,460

36,271

16,198

74,491

22,806

95,243

36,271 103,252

7,346

74,491 22,806


Comparative financial Ratios 2003-2005 Financial Ratios

Liquidity Ratios Current ratio (time) Quick ratio (time) Cash current ratio (time) Trade payables turnover (time) Receivables turnover (days) Profitability Ratios Gross operating profit (%) Operating profit (%) Net profit (%) Net Return on shareholders没 equity, (ROE) (%) Operating Efficiency Return on Assets (%) Return on Fixed Assets (%) Assets Turnover (time) Key Financial Indicators Leverage (Debt to Equity) (time) Interest Coverage (time) Book Value per share (baht) Earning per share (EPS) (baht)

Consolidated 2005 2004 2003

The company only 2005 2004 2003

2.39 1.72 0.53 6.65 54.16

2.39 1.57 0.02 7.22 51

2.52 1.74 0.54 7.03 51

25.47% 8.03% 5.82%

26.94% 10.01% 6.44%

27.72% 22.82% 10.75% 8.24% 6.74% 6.81%

24.47% 25.75% 10.37% 11.45% 7.52% 7.92%

15.79%

22.50%

28.39% 16.29%

23.33% 29.77%

10.44% 57.94% 1.80

13.61% 67.04% 2.12

14.27% 11.44% 47.04% 68.84% 2.13 1.71

14.93% 15.82% 85.17% 61.63% 2.03 2.04

0.51 262.16 2.48 0.36

0.52 38.70 2.38 0.39

1.57 1.08 0.38 6.39 57

0.93 29.95 3.61 0.89

0.42 207.58 2.40 0.36

2.61 1.58 -0.13 7.37 49

0.42 35.26 2.31 0.39

1.56 1.01 0.33 6.28 58

0.84 30.07 3.45 0.89

49


3) Explanation Operating Results A slight decline in the turnover growth rate for 2005 is due principally to the sudden and continued oil price rises. The resultant inflationary trend was compounded by the bird flu scare and the unsolved southern unrest causing consumers to withhold their spending and advertisers to review their budget. However, we were successful in raising our total revenue by 12.2% to Baht 720.2 mil ion with a net income after taxes of Baht 41.7 mil ion or an increase of 1.3% over that of 2004. Income from services rendered Income from services rendered amounted to Baht 716 mil ion or an increase of 12% over the previous year. With the exception of the third quarter we recorded a steady expansion in all business segments. The oil çshocké effect was sudden and affected the entire industry during the seasonally low season in the third quarter. Breakdown of our revenue by segments is as follows: 1) Event marketing activities Baht 254 mil ion, an 18% increase. 2) Trade exhibition business Baht 250 mil ion, an 11% decline. 3) Museum exhibition Baht 103 mil ion, a 73% increase. 4) Others, such as the erection of large air-conditioned tents, bil boards and interior design Baht 110 mil ion, a 31% increase. Income for services rendered to most business segments continued on the upward trend. The governmentûs big ticket museum display especial y registered a substantial increase in line with our marketing thrust for this business segment which wil become a consistent and non seasonal revenue source. Income from trade exhibition recorded a slight decline due to the abrupt cancellations of several projects as after effect of the çoil shocké. Gross Profit Margin Our gross profit margin is normally at 15-35% of revenues from the services rendered depending on the business segment. Complexity of work, clientûs budget size and the intensity of competition in the securing of the contract are factors that determine the gross profit margin. Our gross profit margin decline in 2005 is due primarily to the increased costs related to the oil price rises that we were not able to pass on to customers under fixed price contracts. Selling, General and Administration Expenses This expense increased by 16% to Baht 129 mil ion as we substantial y invested in our human resources and improvement to our organizational structure and operating system to accommodate expected future growth and diversification into other related areas. Net Income Based on the foregoings our consolidated net income increased nominally to Baht 41.7 mil ion.

50


Financial Standing Our consolidated assets stood at Baht 429 mil ion with 78% in current assets and 22% non current assets. Our land and buildings were revalued as per periodic requirement in 2005 and resulted in a Baht 19 mil ion increase in value. This increase translated directly to our net worth resulting in an improved capital fund. Net Worth With the increase in net worth as described above to Baht 284 mil ion. Total liabilities, consisting mostly of short term trade obligations, our respectable debt to equity of 0.5 was maintained as of fiscal year end. Liquidity and internal cash generation Our internal cash generation continued to be strong despite the increased turnover. The operating needs from increased receivables extension was adequately matched by the lengthening of trade payables. The internal operation generated cash was adequate to cover the office renovation and improvement in information technology and dividend payment with no outside borrowing needed. The operation continues to remain debt free. As at fiscal year end our liquid assets of Baht 132 mil ion was in the form of Baht 56 mil ion in cash and cash equivalents, and Baht 76 mil ion investments in short term government bonds, Bank of Thailand没s bonds and certificate of deposits at finance companies. We recognize the need for a strong working capital in business expansion. For 2005 we were able to maintain our current position at 2.4 which wil put us in a strong financial position and a leverage in our business conduct as we pursue new businesses. Contingent obligations As at October 31, 2005 the contingent obligations stood at Baht 47 million an increase of Baht 24 mil ion. This is due primarily to the increased performance bonds issued by our bankers for works tendered under our government business.

51


References

Name / Office / Telephone No. / Fax No.

Registrar

52

Common Share Thailand Securities Depository Co., Ltd. Preferred Share Capital Market Academy Building, The Stock Exchange of Thailand 2/7 Moo 4, (North Park Project) Vibhavadi-Rangsit Road, Km. 27, Tung Song Hong, Laksi, Bangkok 10210 Tel. : (66) 2596-9000 Fax : (66) 2832-4994 to 4996

Auditor

Ms. Somporn Dulyavit Certified Public Accountant No. 3709 Deloitte Touche没 Tohmatsu Jaiyos Co., Ltd. Rajanakarn Building, 25th Floor, 183 South Sathorn Road, Yannawa, Sathorn, Bangkok 10120 Tel. : (66) 2676 - 5700 Fax : (66) 2676 - 676 5757 to 8

Legal Advisor

Dharmniti Law Office 4th floor, Nai Lert Tower, 2/4 Wireless Road, Lumphini, Pathumwan, Bangkok 10330 Tel. : (66) 2252-1260 Fax : (66) 2252-1104

Financial Advisor

- None -


1. Revenues from the rendering of services

Account

Company

Relationship

13,959,238

21,065,729

Transaction Value (Baht) 2005 2004 1 Nov. 04-31 Oct. 05 1 Nov. 03-31 Oct. 04 Pico Art International Pte., Ltd. Major Shareholder 3,133,989 4,138,094 Pico Art Exhibition Inc. Same Ultimate Holding Company 73,666 Visualspace Tech International Pte., Ltd. Same Ultimate Holding Company 345,000 Pico International Taiwan Ltd. Same Ultimate Holding Company 508,146 Pico International Ltd. Same Ultimate Holding Company 2,596,583 1,750,293 Pico International (M) Sdn. Bhd. Same Ultimate Holding Company 269,579 5,601,684 Pico International (China) Limited Same Ultimate Holding Company 2,053,528 2,017,691 Pico (China) Ltd. Same Ultimate Holding Company 1,430,841 Pico Hong Kong Limited Same Ultimate Holding Company 721,957 2,164,194 Pico Global Services Limited Same Ultimate Holding Company 307,934 Pico International (Dubai) L.L.C. Same Ultimate Holding Company 304,393 PICO / VTI Beijing Same Ultimate Holding Company 485,636 Pico Paris Same Ultimate Holding Company 597,290 Pico Exhibition (UK) Ltd. Same Ultimate Holding Company 714,860 583,411 Pico International (HK) Ltd. Same Ultimate Holding Company 2,411,732 1,799,435 Meeting Planners International (HK) Ltd. Same Ultimate Holding Company 296,800 U-Rent Company Limited Associated Company 255,703 439,601 Inkjet Images (Thailand) Co., Ltd. Associated Company 22,927

Income from service provided to companies with common majority shareholders. This is due to the policy to leverage the extensive network of the company to provide an integrated service to clients. Service charges are computed on a cost plus basis consistent with the method charged others. The transactions are therefore normal trade transactions.

Remarks

During the year transactions were made between affiliated companies with prices and charges levied for merchandises sold and services rendered. The prices and charges constituted our normal business transaction with subsidiaries, joint ventures and persons who may be seen as having conflicts of interest. The terms and conditions in these transactions are in line with normal business transaction. These transactions are disclosed in the notes to financial statements no. 20 as of October 31, 2005. Details of transactions with affiliated companies and persons described above are as follows:

Intercompany Transactions

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Major Shareholder Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Associated Company Associated Company Major Shareholder Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Associated Company Associated Company

Pico Art International Pte., Ltd. Pico Art Exhibition Pico International (China) Limited Pico International Taiwan Ltd. Pico International Ltd. Pico (China) Ltd. Meeting Planners International (HK) Ltd. Pico Hong Kong Limited Pico International (M) Sdn. Bhd. Pico Exhibition (UK) Ltd. Pico International (HK) Ltd. U-Rent Company Limited Inkjet Images (Thailand) Co., Ltd.

2. Trade accounts receivable

3. Costs of the Pico Art International Pte., Ltd. rendering of services Visualspace Tech International Pte., Ltd. Pico International Taiwan Ltd. Pico International Ltd. Pico International (M) Sdn. Bhd. Pico International (China) Limited Pico International (Dubai) L.L.C. Pico International (Qatar) W.L.L. Pico International (HK) Ltd. Inter-Expo Exhibition Services Limited U-Rent Company Limited Inkjet Images (Thailand) Co., Ltd.

Relationship

Company

Account

9,692,334

19,892,607

Transaction Value (Baht) 2005 2004 1 Nov. 04-31 Oct. 05 1 Nov. 03-31 Oct. 04 98,375 679,110 81,382 701,109 318,649 2,505,010 1,531,000 317,576 75,500 202,850 624,250 1,640,047 1,951,203 21,732 156,405 5,628 6,397,972 4,511,854 1,369,829 383,352 12,052,500 966,148 7,347 2,641,741 333,846 23,251 489,345 50,000 246,285 3,823 7,375 5,585,951 3,283,065 1,182,900 958,183 Cost of services arises from services rendered by group companies. These are in accordance with the company没s agreement with affiliates to leverage the specialized expertise of Pico没s group of companies to deliver an integrated service package to the customer. The company can select on particular expertise of a PICO company within the group. The transpired transactions are therefore normal trade practice with similar charges as with others outside the group.

Trade receivables arose from the services provided to companies within the group (details in 1). Credit terms extended to companies with common majority shareholders average 60-90 days consistent with normal trade transactions, and normal business terms. Therefore these transactions are normal trade transactions.

Remarks


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Pico International (China) Limited Pico International (M) Sdn. Bhd. Pico International (HK) Ltd. U-Rent Company Limited Inkjet Images (Thailand) Co., Ltd.

Pico Art International Pte., Ltd. Pico International (M) Sdn. Bhd. U-Rent Company Limited

Pico Art International Pte., Ltd. U-Rent Company Limited

5. The gross amount due from customers for contract work

6. Accrued Cost

Company

4. Trade accounts payable

Account

Major Shareholder Associated Company

Major Shareholder Same Ultimate Holding Company Associated Company

709,142 1,078,654 3,855,651 20,705

4,955,010 383,352 251,803

635,155

1,506,998 500

500 219,722

219,722

Transaction Value (Baht) 2005 2004 1 Nov. 04-31 Oct. 05 1 Nov. 03-31 Oct. 04 Same Ultimate Holding Company 22,415 Same Ultimate Holding Company 333,846 Same Ultimate Holding Company 3,816 Associated Company 1,117,762 599,231 Associated Company 55,390 83,680 Relationship

This represents an amount due to affiliated companies for services received but not in receipt of invoice as of the account closing date. On receipt of invoice the amount will be booked as trade payables with credit terms as in (4).

This represents the amount for services rendered and income recognized as per progress of work without invoicing to the client. Once the project is completed as per contract invoice will be issued and this transaction will revert to trade receivables with credit terms as in (2).

The trade payables are from the transactions for services described in (3) both with affiliated companies and companies with common majority shareholders. Credit terms are 60-90 days consistent with market practice. The transactions therefore constitute normal business.

Remarks


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Pico Art International Pte., Ltd. Pico Global Services Limited Inkjet Images (Thailand) Co., Ltd.

Inkjet Images (Thailand) Co., Ltd. U-Rent Company Limited

Pico Hong Kong Limited Pico International (China) Ltd. Pico Global Services Limited U-Rent Company Limited

8. Dividend income

9. Amounts due from related parties

Company

7. Amounts due to related parties

Account

Same Ultimate Holding Company Same Ultimate Holding Company Same Ultimate Holding Company Associated Company 80,908

Associated Company Associated Company

7,142,352 133,333 270,000 403,333 2,247 1,998 3,600 73,063

80,908

4,535,948 337,500 337,500 2,564 17,848 190,496

20,412

Transaction Value (Baht) Relationship 2005 2004 1 Nov. 04-31 Oct. 05 1 Nov. 03-31 Oct. 04 Major Shareholder 4,508,550 7,016,256 Same Ultimate Holding Company 27,398 120,066 Associated Company 6,030

This represents services rendered to companies in Pico Network and our subsidiaries consisting of advances in payment of utilities, office rental and document delivery charges. 60-90 days are given which is considered normal trade transaction.

PX System which is Pico没s subsidiary is a shareholder of U-Rent Co., Ltd. and received a dividend payment of Baht 337,500. This is deemed reasonable return from a normal investment.

This is due to Pico Art in (10) for management services and for advertising media and various marketing materials to companies in Pico network and its affiliates. These expenses are considered normal as these intercompany transactions are priced similar to outside companies.

Remarks


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Pico Art International Pte., Ltd.

Pico Art International Pte., Ltd. U-Rent Company Limited Inkjet Images (Thailand) Co., Ltd.

Pico Art International Pte., Ltd. Directors

11. Other income

12. Dividends declared for the year

Company

10. Management fee (Expenses)

Account

Major Shareholder Directors

Major Shareholder Associated Company Associated Company

Major Shareholder

Relationship

648,348 31,353

679.701 33,086,400 27,294,166

60,380,566

110,642 648,348 -

758,990 21,496,667 19,854,359

41,351,026

Transaction Value (Baht) 2005 2004 1 Nov. 04-31 Oct. 05 1 Nov. 03-31 Oct. 04 15,493,753 13,847,889

The company paid dividends to major shareholders and directors: Pico Art International, Pised, Silchai, Nitida in amount of Baht 21,496,667, Baht 18,277,458.10, Baht 995,982.41 and Baht 580,919.20 respectively. This payment is consistent with rate paid to other shareholders.

Rental income for space leased to U-Rent Co., Ltd. at rates consistent with market. Income received from Pico Art was for management coordination at rate which is consistent with Pico Art没s payment to other subsidiaries.

This represents management fee according to the Intellectual Property License Agreement and Offshore Services Agreement. 2.53% of total revenue is paid for trade and copyrights related to Pico Art. The fee covers cooperation and assistance form Pico Art in technology, training and personnel development and marketing cooperation.

Remarks


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Associated Company

Associated Company

Directors

U-Rent Company Limited

Inkjet Images (Thailand) Co., Ltd.

14. Directors' remuneration

15. Investments using the equity method

* The company is an indirect shareholder of U-Rent Co., Ltd. through PX System at 22.5% of total.

Director

Pico Art International Pte., Ltd. Pico International Ltd. Pico Global Services Limited Expoman Limited

Company

13. Other expenses

Account

4,190,385

5,502,225

5,607,602

1,311,840

134,116 3,285,000

4,047,447

1,560,155

487,896 4,000,000

Transaction Value (Baht) Relationship 2005 2004 1 Nov. 04-31 Oct. 05 1 Nov. 03-31 Oct. 04 Major Shareholder 152,223 Same Ultimate Holding Company 90,239 Same Ultimate Holding Company 245,434 118,090 Same Ultimate Holding Company 16,026

Pico (Thailand) Plc. and PX System Co., Ltd. recorded the investment at net book value which is deemed to represent a fair value.

Pico invested in PX System Co., Ltd. and Inkjet Images (Thailand) Co., Ltd. at 89.95% and 22.22% respectively. PX System invested in U-Rent at 22.5%.

The directors没 compensation is in line with industry没s standard.

Purchases from Pico Art没s group companies such as office materials with Pico logo and marketing fees. The prices for these goods and services are consistent with prices paid by other Pico group companies.

Remarks


Procedures for approval of intercompany transactions

The policy for approval of intercompany transactions calls for deliberation by independent directors and final approval by the Board of Directors during which directors with vested interest shall abstain from voting. Trend for future intercompany transaction

In the past, as a limited liability company, Pico was not subject to regulations concerning intercompany transactions, as is the case with a public company. There were transactions that management was involved in the approval process with related companies and individuals related to intellectual property rights, which were considered normal business transactions. In the conduct of these transactions the maximum benefits to the company was of primary concern. It is expected that such transaction with related companies such as sale or purchases with credit terms extended or received will continue in a normal course of business. These transactions with related individuals will be screened by independent directors to ensure that they are consistent with normal trade transaction. The company will strictly follow the relevant SET announcements with no person with vested interest taking part in the approval process of such transaction.

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Pico (Thailand) Public Company Limited and Subsidiaries

Report of the Independent Certified Public Accountants


Pico (Thailand) Public Company Limited and Subsidiaries

Consolidated and Company

Financial Statements

Year ended October 31, 2005


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PICO: Annual Report 2005