- information memorandum - energy absolute public company...

(Translation) - Information Memorandum -

Energy Absolute Public Company Limited (EA) Head Office : 888 I-Tower 15th floor, Viphavadee-Rangsit Road, Jatujak, Jatujak

Bangkok 10900 : Telephone number 02-554-9238-42 : Facimile number 02-554-9243 : www.energyabsolute.co.th Factory : 1)Biodiesel producer and distributor: 507 M. 9 Soi 7, Kabinburi

Industrial Zone, Kabinburi-Nakornratchasima K.M. 12 Road, Nongkee, Kabinburi, Prachinburi 25110

Telephone number 037-455034 Facimile number 037-455031 2)Electric solar energy producer and distributor: 188 M. 3 Khoktoom-

Pa Sak River Road (Hignway number 3333) K.M. 21, Phattana Nikhom, Phattana Nikhom, Lopburi 15140

Listing Date : On January 30, 2013 (Trading commencement on January 30, 2013) Listing Securities : Number of common shares 3,730,000,000 shares, at par value of 0.10

Baht per share, total value of 373,000,000 Baht (Offering to public 560,000,000 shares) Capital : As at January 30, 2013 (First Trading Day) Registered Capital Common Shares 373 million Baht (3,730 million shares) Paid up Capital Common Shares 373 million Baht (3,730 million shares) Secondary Market : MAI Offering Price : 5.50 Baht per share (At par value of 0.10 Baht per share) Offering Date : January 21, 22, 23, 2013 (Total of 3 business days) Purposes of Capital Increase :

Purposes of Capital Increase Capital Amount Period of Capital

Utilisation

1. Construction for 90 megawatts solar farm project in Nakhonsawan

1,670.00 million Baht Within 2013

2. Working Capital 1,316.12 million Baht Within 2013 - 2014

Total 2,986.12 million Baht

Green Shoe Option : - None - Type of Business and Nature of Operation:

Energy Absolute Public Company Limited (“The Company”) is a producer and distributor of biodiesel (B100), high-speed biodiesel, purified glycerine and raw material and byproduct. In addition, the Company expands its business to be a producer and distributor of an alternative energy power plant which is solar power plant.

Biodiesel Business The products of biodiesel business can be divided into 3 main products which are 1) biodiesel

(B100) 2) high-speed biodiesel 3) purified glycerine and raw material and byproduct. The Company has been granted Clause 7 Oil Trader License under Fuel Trade Act B.E. 2543 (Clause 7 Oli Trader means an oil trader who has each type of fuel’s trading volume or overall fuel’s trading volume for 100,000 metrix tons or approximately over 120 million litres). The Company’s products can be described as follows:

1. Biodiesel (B100) is liquid fuel produced from vegetable oil and animal fat engaging in a chemical reaction called Transesterification Process, by combining with alcohol such as methanol to generate ester substance. Ester substance has a similar property to diesel fuel that can directly be substituted for diesel fuel which can be called biodielsel (B100).

2. High-speed diesel (B2, B3, B4, B5) is biodiesel (B100) which is combined with diesel (B0) in a different portion. For example,

- High-speed diesel (B2) is high-speed diesel (B0) which has a combination of 2% biodiesel (B100) and 98% diesel




And high-speed diesel also has a similar property to typical diesel. 3. Purified glycerine has characteristics of liquid, transparent, colorless, scentless, sweet,

well-soluble in alcohol and water but dissoluble in fat. Since glycerine has various chemical properties, therefore it can be used as a substrate to systhesise with other checimal substances. It is commonly applied in food, medicines, cosmetics, and soaps industries. Purified glycerine is made by refining raw glycerine from biodiesel production process through glycerine refining process in order to achieve purified glycerine, which is one of the Company’s products using as an element in many types of products such as cosmetic, medicine, and personal care products such as toothpaste, etc.

4. Raw material and byproduct are crude glycerine and free fatty acid (FFA).

For Liquefied Petroleum Gas business or LPG, the Company started this business in the third quarter of 2010. However, the Company has ceased liquefied petroleum gas business since April 2012 in order to focus on distributing biodiesel which is main product of the Company.

Alternative Energy Power Plant Business The Company operates as a producer and distributor of electricity from solar energy which

consists of 4 plants with total production capacity of 278 megawatts which are 1) Solar power plant with production capacity of 8 megawatts located at 188 M. 3,

Khoktoom-Pa Sak River Road (Hignway number 3333) K.M. 21, Phattana Nikhom, Phattana Nikhom, Lopburi 15140. Its Commercial Operation Date has begun since October 2012, adder rate is 8 Baht per kilowatt per hour for 10 years.

2) Solar power plant with production capacity of 90 megawatts located at Hua Wai, Takhli, Nakhonsawan, which already had a power purchase agreement with Electricity Generating Authority of Thailand (EGAT). At present, the project has been under process of land development and capital raising for project construction and it has not generated any revenues yet. Its adder rate is 6.50 Baht per kilowatt per hour for 10 years.

3) Solar power plant with production capacity of 90 megawatts located at Ban Ueam, Mueng Lampang, Lampang, which already had a power purchase agreement with Electricity Generating Authority of Thailand (EGAT). This project already acquired adequate land for the project and is waiting for the construction. At present, it has not generated any revenues yet .Its adder rate is 6.50 Baht per kilowatt per hour for 10 years.

4) Solar power plant with production capacity of 90 megawatts located at Matong, Phrom Phiram, Phitsanulok, which already had a power purchase agreement with Electricity Generating Authority of Thailand (EGAT). At present, the project has been under process of land acquisition, which has acquired 60% of total project land acquisition target, but not generated any revenues yet. Its adder rate is 6.50 Baht per kilowatt per hour for 10 years.

Revenues Structure

Type of Revenues 2009 2010 2011

9-Month Period ended Sep 30,

2012

MB % MB % MB % MB %

Revenues from Sales 1. Biodiesel 1,664.66 65.48 1,851.55 70.46 3,113.90 57.33 2,518.78 68.69 2. High-speed Diesel 3. Purified Glycerine

758.44 36.87

29.83 1.45

583.45 67.70

22.20 2.58

1,149.61 78.60

21.17 1.45

673.42 17.53

18.36 0.48

4. Liquefied Petroleum Gas/1 - - 117.14 4.46 1,055.85 19.44 366.28 9.99

5. Raw Material and Byproduct/2

79.08 3.11 4.98 0.19 26.01 0.48 71.06 1.94

1) Palm Fatty Acid Distillate

13.88 0.55 2.99 0.11 - - - -

2) Crude Glycerine 5.78 0.23 1.99 0.08 26.01 0.48 70.93 1.93

3) Crude Palm Oil 19.39 0.76 - - - - - -

4) Stearin 40.03 1.57 - - - - - -

5) Other - - - - - - 0.13 0.01

Total Revenues from Sales 2,539.04 99.88 2,624.81 99.89 5,423.98 99.86 3,647.08 99.46

Revenues from Services /3 - - - - - - 6.18 0.17

Other Revenues/4 3.07 0.12 2.92 0.11 7.34 0.14 13.72 0.37

Total Revenues 2,542.12 100.00 2,627.73 100.00 5,431.32 100.00 3,666.98 100.00 Note: - : At present, the Company has revenues from 8 megawatts solar power plant in Lopburi in the

fourth quarter of 2012. The Company had realised actual revenues from electricity supply of 20.55 million Baht, and net profit of 2.46 million Baht from October 17, 2012 to November 30, 2012. The Company has expected its revenue from electricity supply of 34.55 million Baht, and net profit of 10.79 million Baht from October 17, 2012 to December 31, 2012. However, these figures have not been audited by the Company’s certified public accountant.

/1: The Company has generated its revenues from liquefied petroleum gas since the third quarter of 2010, but ceased such operation in April 2012 in order to emphasise on biodiesel business which is significantly considered as the Company’s main product. Since liquefied petroleum gas trading has been in the beginning stage of operation, it has a very low profitability ratio because of labor intensive, large amount of investment for long term competition, and risks on the government policy.

/2: Revenues from raw material and byproduct are revenues from palm fatty acid distillate in 2009-2010, as generated from free fatty acid (FFA). Since the beginning of 2011, the Company has not earned income from palm fatty acid distillate because it has developed production process that can reuse FFA to produce biodiesel. Revenues from crude palm oil and stearin were generated in 2009 since the Company had a major amount of raw material in its inventory, thus, the Company sold some of its products. Revenues from crude glycerine tend to be higher since sales of crude glycerine has a better profitability ratio than sales of pure glycerine because the Company’s former pure glycerine process had some defects which require adjustment for better production process, that can reduce cost and increase the profitability ratio. The tendency on sales of crude glycerine is expected to be lower when the Company will be able to fully engage in pure glycerine production and sales of Sterol Glucoside which is a substance results from biodiesel production process (revenues of 9 months period of 2012).

/3: Revenues from services are equal to 6.18 million Baht which is a last payment from contracting for the construction by Surachai (1997) Company Limited, which is a subsidiary of the Company, regarding to a school restoration contract in 2010 that had occurred before the Company has purchased common shares of Surachai (1997) Company Limited.

/4: Other revenues are gain from exchange rate, gain from sales of assets, interest income, and sales of scraps, etc.

Target Customers and Distribution Channels:

The Company’s target customers can be categorized regarding to product type in each business of the Company as follows:

Biodiesel Business Line 1. Biodiesel (B100)

The target customers of the Company are oil traders under Clause 7 who mostly are major oil traders in Thailand, and oil traders under Clause 10. Generally, the Company engages in biodiesel selling agreement with its major customers with term of contract of 3-6 months to 1 year per contract. Furthermore, more than 99% of total sales from biodiesel are from its biodiesel sold to domestic major oil traders.

At present, the Company has engaged in biodiesel selling agreement with 5 key oil traders as follows:

1) Esso (Thailand) Public Company Limited 2) Chevron (Thailand) Company Limited 3) Star Petroleum Refining Public Company Limited 4) Thai Oil Public Company Limited 5) PTT Public Company Limited

2. High-speed Diesel (B2, B3, B4, B5) The target customers are oil traders under Clause 10 or Clause 12 Petroleum

Transportation Operation of the Fuel Trade Act B.E. 2543 specified by Department of Energy Business, Ministry of Energy.

Oil traders under Clause 7 of the Fuel Trade Act B.E. 2543 can be described as follows: (1) An oil trader who has each type of fuel’s trading volume or overall fuel’s trading

volume more than 100,000 metrix tons per year or approximately over 120 million litres, or

(2) A liquefied petroleum gas trader who trades only single type of liquefied petroleum gas more than 50,000 metrix tons per year.

Oil traders under Clause 10 of the Fuel Trade Act B.E. 2543 can be described as follows: (1) An oil trader who has each type of fuel’s trading volume or overall fuel’s trading

volume more than 30,000 metrix tons but not exceed 100,000 metrix tons, or not exceed 50,000 metrix tons for a liquefied petroleum gas trader.

(2) An oil trader who has strorage tanks with a fuel capacity more than 200,000 litres. Oil traders under Clause 12 of the Fuel Trade Act B.E. 2543 mean contractors who engage

in a transportation of fuel occupied by others, by using specific fuel transportation vehicles with the transporation quantity over 3,000 metrix tons.

3. Purified Glycerine Glycerine is a product which can be classified into several levels regarding to its pureness.

The Company has glycerine which has a pureness less than 99.50%, that can be classified as industrial grade glycerine, commonly uses in general factories which use glycerine as their raw material (If glycerine has a pureness more than 99.50%, it can be classified as pharmaceutical grade glycerine). The purified glycerine target customers of the Company are both domestic and foreign customers, such as India, Pakistan, and Bangladesh, who exploit glycerine as their raw material, or who produce or sell chemical products.

4. Raw Material and Byproduct The target customers are domestic and foreign companies who produce and sell chemical

products.

Alternative Energy Power Plant Business The target customers of its solar power plants are government organisations which are

Provincial Electricity Authority (PEA) for 8 megawatts solar power plant in Lopburi, and Electricity Generating Authority of Thailand (EGAT) for 90 megawatts solar power plants in Nakhonsawan, Lampang, and Phitsanulok, according to details and terms specified in the Power Purchase Agreement (PPA) which support government policy to increase the production of electricity from alternative energy and reduce energy imported from foreign countries in long term period.

Solar Power Plant Project Capacity Target Customer

1. Solar Power Plant in Lopburi 8 Megawatts Provincial Electricity Authority

1. Solar Power Plant in Nakhonnsawan 90 Megawatts Electricity Generating Authority of Thailand

2. Solar Power Plant in Lampang 90 Megawatts Electricity Generating Authority of Thailand

3. Solar Power Plant in Phitsanulok 90 Megawatts Electricity Generating Authority of Thailand

Capacity :

Biodiesel Capacity Year 2009 Year 2010 Year 2011 the first 9 months of

2012

Average Capacity (litres per day) 189,009 167,033 259,209 287,008

Maximum Capacity (litres per day) 400,000 800,000 800,000 800,000

Capacity Usage 47% 21% 32% 36%

Purified glycerine Capacity Year 2009 Year 2010 Year 2011 the first 9 months of

2012

Average Capacity (tons per day) 7.30 11.37 10.98 2.81

Maximum Capacity (tons per day) 20.00 80.00 80.00 80.00

Capacity Usage 37% 14% 14% 4%

Product Procurement:

The Company’s factory is located at 507, M. 9, Kabinburi-Nakornratchasima, Nongkee, Kabinburi, Prachinburi 25110, with the area of 30-1-80 rais consists of office building, palm oil production plant, biodiesel production plant, glycerine production plant, oil distribution station, warehouse, engineering building, and vehicles parking building.

The Company has raw materials procurement method for biodiesel production as follows: 1. Crude Palm Oil (CPO), Stearine and Refined, Bleached and Deodorised Palm Oil (RBD)

Crude palm oil (CPO), stearine and refined, bleached and deodorised palm oil (RBD) are main raw materials for biodiesel production process. The Company directly procures from several suppliers which are vegetablie oil factories, crude palm oil mills or purified palm oil distributors who have factories dispersed in each region of Thailand southern, eastern or central region, in order to protect risks in case of inadequate products in each part of Thailand or inadequate products from out of season. Nowadays, crude palm oil, the main raw material of the Company, is domestically supplied from more than 100 palm oil mills with more than 30 well-known and reliable suppliers. The Company has never faced with any raw material procurement problems, and consistenly improved its production process in order to use various types of raw materials in biodesel production process. The Company uses Palm Fatty Acid Distillated (PFAD), Free Fatty Acid (FFA) as raw materials in biodesel production process to reduce risk if price of any raw material is fluctuatated.

The Company has a policy to consider the above mentioned raw material purchasing by considering from the reservation amount regarding to Clause 7 of Oil Trader License and sales forecast. Moreover, the Company also considers the current risks of raw material cost, market sentiment and the price of biodiesel announced by National Energy Policy Council (NEPC). 2. Methanol

Methanol is a substance that the Company purchases from its domestic chemical distributors, which is used in Transesterification process.

3. Catalyst

The catalyst such as Sodium Methylateis used in biodiesel production process, in order to catalyze the Transeterification process. The Company purchases catalyst substances from domestic chemical producers and distributors.

4. Activated Carbon

The Company uses activated carbon to make glycerine clear. The Company purchases activated carbon from domestic chemical distributors.

Purified glycerine produced and distributed by the Company, is made from raw glycerine,

which is obtained from biodiesel production process and consequently pass through the purification process in order to sell to customers.

For high-speed diesel, the Company purchases diesel fuel from major oil traders who purchase biodiesel (B100) with the Company. The Company will sell high-speed diesel after combine diesel fuel (B0) with biodiesel (B100). Regarding to product procurement, the Company will purchase diesel fuel after have contract with customers, and such customers have to acquire the products at the warehouse of the Company’s diesel fuel suppliers.

Competition:

Biodiesel Business As at November 2012, there are 13 fatty acid methyl ester biodiesel (B100) producers approved for distribution or own for distribution by National Energy Policy Council (NEPC), with the total production capacity of 5,205,800 litres per day. The information can be illustrated as follows:

No. Company Capacity

(Litre/Day) Material Province

1. Bangchak Petroleum PCL 50,000 Used Vegetable Oil,

CPO, RBDPO

Bangkok

2. Bioenergyplus Co.,Ltd. 100,000 Palm Stearine, RBDPO Phranakornsri

Ayutthaya

3. Energy Absolute PCL 800,000 Palm Stearine, CPO Prachinburi

4. Patum Vegetable Oil Co.,Ltd. 1,400,000 RBDPO, CPO Patumthani

5. Green Power Corporation

Co.,Ltd.

200,000 Palm Stearine Chumporn

6. A I Energy Co.,Ltd. 400,000 Palm Stearine, CPO, RBDPO Samutsakorn

7. Verasuwan Co.,Ltd. 200,000 Palm Stearine, RBDPO Samutsakorn

8. Thai Oleochemicals Co.,Ltd. 685,800 CPO Rayong

9. New Biodiesel Co.,Ltd. 220,000 CPO Suratthani

10. Pure Biodiesel Co.,Ltd. 300,000 CPO, RBDPO, Palm Stearine Rayong

11. Bangchak Biofuel Co.,Ltd. 300,000 CPO, Palm Stearine Phranakornsri

Ayutthaya

12. Bio Energy Plus2 Co.,Ltd. 250,000 Palm Stearine, RBDPO Phranakornsri

Ayutthaya

13. Absolute Power P Co.,Ltd. 300,000 CPO, RBDPO, Palm Stearine Rayong

Total 5,205,800

Source: Department of Energy business Remark: - CPO is Crude Palm Oil

- RBDPO is Refined Bleached and Deodorized Palm Oil: RBD Palm Oil - From the table above, there are 3 biodiesel producers, with the total production capacity of

650,000 litres per day, which presently have been ceased their operations.

Alternative Energy Solar Power Plant Business

According to the information from Electricity Generating Authority of Thailand, as at March 2012, there are Very Small Power Producers (VSPP), who have submitted electricity selling proposals to Metropolitan Electricity Authority (MEA) and Provincial Electricity Authority (PEA), and Small Power Producers (SPP) who have submitted electricity selling proposals to Electricity Generating Authority of Thailand (EGAT), totally for 715 companies, with the total electricity installed capacity of 3,430.39 megawatts. There are 110 producers who have already sold electricity to system, with total electricity installed capacity of 228.78 megawatts. Environmental Impact: -none-

Summary Detail of Contracts: 1) Land Rental Contract for Solar Power Plant The Company engaged in 3 long term land rental contacts for solar power plant in Lampang, with the total electricity installed capacity of 90 megawatts, for the total area of 95-2-47 rais. The details of contract are described as follows:

Contract 1 Contract 2 Contract 3

Partner of contract

: Non related person with the Company

Non related person with the Company

Non related person with the Company

Date of Agreement

: October 4, 2011 September 16, 2011

February 22, 2012

Term of Contract

: 30 years from September 16, 2011 to September 15, 2041

30 years from September 16, 2011 to September 15, 2041

30 years from February 22, 2012 to February 22, 2042

Location : Nong Lom, Hang Chat, Lampang

Nong Lom, Hang Chat, Lampang

Muang, Lampang

Rental Area : Area 43-1-58 Rai, Title deed No. 42237

Area 45-2-72 Rai, Title deed No. 42240

Area 6-2-17 Rai, Title deed No. 166471

2) Computer System and Network Advisory Contract The Company engaged in a computer system and network advisory contract with Online Asset Company Limited which is a related person because Miss Supaporn Ahunai who is Financial Division Director and held 0.75 percent of the Company’s paid-up capital (As at July 25, 2012) is an authorised director and held 1.69 percent of Online Asset Company Limited’s paid-up capital. Moreover, she is a sister of Mr. Somphote Ahunai, who is a director, Chairman of Exeucitve Committee and Chieft Executive Officer, as well as a major shareholder held 47.62 percent of the Company’s shares. The details can be described as follows:

Summary of Contract

Partner of Contract : Online Asset Company Limited

Date of Agreement : September 1, 2012

Details : Computer system and network advisory contract including solving problem

from computer system and network, and staff’s procurement to monitor

the system and server for 3 times a week, 0.5 day per time, or not exceed

4 hours per day.

Term of Contract : Service provider agreess to provide service and the Company agrees to

receive the service until any parties terminate the contract according to

the term and conditions specified in this contract.

Fee : - Service fee of 30,000 Baht per month

3) Waste Treatment Contract The Company engaged in a waste treatment contract with Better World Green Public Company Limited which is not related to the Company’s shareholders, directors, authorised directors and executives. The details of contract are mentioned as follows:

Summary of Contract

Partner of Contract : Better World Green Public Company Limited

Date of Agreement : January 4, 2012

Details : The Company engaged in the contract for waste water treatment and

scrap disposal such as sludge from waste water, lampblack from boiler,

bottom ash, fly ash, black bleaching powder waste, white bleaching

powder waste, charcoal powder, salt waste and Mong (Matter Organic

Non Glycerine).

Term of Contract : 1 year: from January 4, 2012 to December 31, 2012

4) Important Sales Agreements with Major Customers

Summary of Agreement

Partner of Contract : Esso (Thailand) Public Company Limited

Date of Agreement : December 8, 2011

Details : The Company will sell biodiesel (b100) to the buyer at the agreed amount.

Term of Contract : 1 year: from January 1, 2012 to December 31, 2012


Partner of Contract : Chevron (Thailand) Limited

Date of Agreement : May 22, 2012


Term of Contract : 6 months: From June 1, 2012 to November 30, 2012


Partner of Contract : Star Petroleum Refining Public Company Limited



Term of Contract : 2 months : During October 1,2012 to November 30, 2012


Partner of Contract : Thai Oil Public Company Limited



Term of Contract : 3 months: from October 1, 2012 to December 31, 2012


Partner of Contract : PTT Public Company Limited

Date of Agreement : October 1, 2012

Condition : The Company will sell biodiesel (b100) to the buyer at the agreed amount.

Term of Contract : 3 months: from October 1, 2012 to December 31, 2012

Summary Details of Business Agreement

Partner of Contract : Advanced Biochemicals (Thailand) Company Limited

Date of Agreement : December 14, 2010

Condition : The Company will sell purified glycerine to the buyer at the agreed amount

(For the first and last year of the agreement, the amount will be calculated

by pro-rate basis.)

Summary Details of Business Agreement

Term of Contract : 5 years: from the first delivery date as accepted by the buyer to December

31of that year and for the following years according to the calendar year.

Note: The Company hasn’t sold the glycerince to Advanced Biochemicals (Thailand) Company Limited as according to the sales agreement yet, because the new glycerince plant is on the construction process. The product will be delivered according to the agreement when the plant construction is completed which the Company already agreed with the customer and both parties are accepted.

5) Insurance Contracts The Company has engaged in insurance contracts for asset risk, public-liability and catastrophe risk of biodiesels plant with Nam Sang Insurance Public Company Limited, under insurance which applied conditions of co-insurance between Nam Sang Insurance Public Company Limited and Dhipaya Insurance Public Company Limited. Dhipaya Insurance Public Company Limited is a related party to the Company because Mr. Somchainuk Engtrakul who is a chairman of the board of the Company is also the chairman of the board of director and chairman of the executive committee of Dhipaya Insurance Public Company Limited. The details of insurance contracts are described as follows:

Summary Detail of Insurance

Insurer : Nam Sang Insurance Public Company Limited

Date of Agreement : August 19, 2012

Type of Insurance : Asset Risk insurance of the Company’s biodiesel Plant on 507 M. 9, Soi

7,Kabinburi Industrial Zone, Kabinburi-Korat Rd. Km.12,Nong Ki,Kabinburi,

Prachinburi.

Period of Insurance : 1 year: from August 19, 2012 to August 19, 2013

Coverage Amount : 700,000,000 Baht

Beneficiary : The Beneficiary is Energy Absolute Public Company Limited, except for the

benefit from building and construction that the Company agrees to transfer

to 2 financial institutions regarding to its obligation.

Summary Details of Insurance



Type of Insurance : Public-liability insurance at the Company’s biodiesel plant at Prajinburi.


Coverage Amount : Not exceed 20,000,000 Baht per accident throughout the insurance period.

This agreement is under the condition of coinsurance between Nam Sang

Insurance Public Company Limited with insured coverage amounts of

10,000,000 Baht and Dhipaya Insurance Public Company Limited with insured

coverage amounts of 10,000,000 Baht.

Beneficiary : Energy Absolute Public Company Limited





Type of Insurance : Catastrophe insurance for biodiesel plant


Insured Assets : According to the assets insured under the Company’s asset risk protection

insurance of its biodiesel plant, it has a coverage amount of 700,000,000

Baht.

Coverage Amount : 1,000,000 Baht

Beneficiary : Energy Absolute Public Company Limited

Note: Value of transaction has been disclosed in Section 11 Related Parties Transaction. EA Solar Company Limited is a subsidiary of the Company, which has insured the asset and catastrophe risks of the construction of solar power plant project with the capacity of 8 megawatts at Phatthananikhom, Lop Buri with Dhipaya Insurance Public Company Limited. Such insurance company is a related party to the Company, because Mr. Somchainuk Engtrakul who is the chairman of the Company’s board of director also is the chairman of the board of director and chairman of the executive board of Dhipaya Insurance Public Company Limited. The details of insurance agreement are described as follows:


Insurer : Dhipaya Insurance Public Company Limited

Date of Agreement : October 17,2012

Type of Insurance : Asset insurance of 8 megawatts solar power plant at Phatthananikhom,Lop

Buri

Period of Insurance : 1 year: from October 17,2012 to October 17,2013

Coverage Amount : The coverage amount is 780,000,000 Baht with the condition of coinsurance

agreement between Dhipaya Insurance Public Company Limited has insured

a 70% of coverage amount and Nam Sang Insurance Public Company

Limited has insured a 30% of coverage amount.

Beneficiary : A local financial institution who provides financial support for 8 megawatts

solar power plant project at Phatthananikhom, Lop Buri.


Insurer : Dhipaya Insurance Public Company Limited

Date of Agreement : October 17, 2012

Type of Insurance : Catastrophe insurance of 8 megawatts solar power plant at

Phatthananikhom, Lop Buri

Period of Insurance : 1 year: from October 17,2012 to October 17,2013

Coverage Amount : The coverage amount is 100,000,000 Baht with the condition of coinsurance

agreement between Dhipaya Insurance Public Company Limited has insured

a 70% of coverage amount and Nam Sang Insurance Public Company

Limited has insured a 30% of coverage amount.

Beneficiary : A local financial institution who provides financial support for 8 megawatts

solar power plant project at Phatthananikhom, Lop Buri.

Note: Value of transaction has been disclosed in Section 11 Related Parties Transaction.

6) Business Cooperation Agreement The Company has engaged in business cooperation agreement with Green Progress Company Limited, which is a production system inventor of Palm Fatty Acid Distillate Esterfication (PFAD Esterfication) with initial production capacity of 20 tons per day (20,000 litres per day) (Current capacity of 80 tons per day) for the Company. Afterward, Green Progress Company Limited transferred the rights to claim the compensation to Plantasia Company Limited. The directors and shareholders of both companies are minority shareholders of the Company (before listed on the SET), but are not related parties to shareholders, directors, authorised directors or executives of the Company. The details of agreement are described as follows:

Summary Details of Business Cooperation Agreement

Partner of Contract : The contract party is Green Progress Company Limited who later

transferred the rights to claim compensation to Plantasia Company Limited

which is a financial provider to Green Progress Company Limited. The

directors and most of shareholders of both companies are the same

persons.

Date of Agreement : The business cooperation agreement was signed on September 23, 2009.

The notification of the result of the right and compensation transfer to

Plantasia Company Limited issued by the Company dated on December 28,

2009.

Condition : The business cooperation agreement for PFAD Esterfication production

system design.

Term of Contract : 10 years contract for the production system that have capacity of 20 tons

per day and further projects (Current capacities is 80 tons per day or

80,000 litres per day)

Project Feasibility Study: -None-

Assistance of Technicality and Management: -None-

Future Projects:

The Company’s future projects are 90 megawatts solar power plants in Lampang and Phitsanulok. All of the generated electricity will be sold to Electricity Generating Authority of Thailand (EGAT) since the Company has already received Power Purchasing Agreement (PPA) from Electricity Generating Authority of Thailand (EGAT). Moreover, the Company also has 16 projects of wind turbine power plants with the total production capacity of 761 megawatts. All of the generated electricity from an investment in wind turbine power plants will be sold to Electricity Generating Authority of Thailand (EGAT)..

The information of 2 solar power plants with the total production capacity of 180 megawatts, and 16 wind turbine power plants with the total production capacity of 761 megawatts can be described as follows:

1) Solar Power Plant with the Total Production Capacity of 180 Megawatts

1.1) Solar Power Plant with the Production Capacity of 90 Megawatts in Lampang Solar Power Plant with the Production Capacity of 90 Megawatts in Lampang in amount of

investment 6,680 million baht is considered as a Small Power Producer (SPP) project which has Electricity Generating Authority of Thailand (EGAT) as a solely electricity buyer. The station is located at Ban Ueam, Ban Pao, Lampang which also covered Nong Lom, Hang Chat, Lampang, which operates under the Company or the subsidiary establishing in the future. The land is owned by the Company with the total area of 2,045-0-12 rais (as of September, 30 2012), which considerably amples to opeate a solar power plant. This land includes parts of 30 years long term land rental agreement with the landlord for 3 plots with total area of 95-2-47 rais. This project will get adder for SPP of alternative energy in the ratio of 6.50

Baht per kilowatt per hour for 10 years from the Commercial Operation Date (COD). Moreover, this project can be applied to receive an investment promotion in the businesss sector of solar power producer from the Board of Investment of Thailand (BOI). The Company expects to start the construction within December 1, 2013 with an approximately contruction period of 1 year, in order to start the Commercial Operation Date (COD) within December 1, 2014 as stated in power purchase agreement with Electricity Generating Authority of Thailand (EGAT).

1.2) Solar Power Plant with the Production Capacity of 90 Megawatts in Phitsanulok

Solar Power Plant with the Production Capacity of 90 Megawatts in Phitsanulok in amount of investment 6,780 million baht is considered as a Small Power Producer (SPP) project which has Electricity Generating Authority of Thailand (EGAT) as a solely electricity buyer. The station is located at M.11, Ban Klong Kla, Matong, Phrom Phiram, Phitsanulok, which operates under the Company or the subsidiary establishing in the future. At present, the project has been under process of land acquisition, which has purchased parts of the land using for the project approximately for 191-2-70 rais (as of September 30, 2012). The sale agreement with the landlord has been signed approximately for the area of 1,000 rais with the total expected purchased area for the project approximately is 2,000 rais, or it can be considered as 60% of total land acquisition in Phitsanulok. This project will get adder for alternative energy in the ratio of 6.50 Baht per kilowatt per hour for 10 years from the Commercial Operation Date (COD). Moreover, this project can be applied to receive an investment promotion in the businesss sector of solar power producer from the Board of Investment of Thailand (BOI). The Company expects to start the construction within December 1, 2014 with an approximately contruction period of 1 year, in order to start the Commercial Operation Date (COD) within December 1, 2015 as stated in power purchase agreement with Electricity Generating Authority of Thailand (EGAT).

2) Wind Turbine Power Plant with the Total Prodoction Capacity of 761 Megawatts

No.

Name of Wind

Turbine Project

Production

Capacity Location

Proposal

Submission

Date to EGAT

Scheduled Commercial

Operation Date

(SCOD) specified in

Purchase Power

Proposal/1

1 Had Gang Han 1 36 megawatts Ranot, Ranot, Songkhla Febaury 1, 2012 March 21, 2015

2 Had Gang Han 2 45 megawatts Hua Sai, Hua Sai,

Nakhonsithammarat

Febaury 1, 2012 March 21, 2015

3 Had Gang Han 3 45 megawatts Khanap Nak, Pak Phanang , Nakhonsithammarat

Febaury 1, 2012 September 30, 2015

4 Hanuman 1 45 megawatts Na Yang Klak, Thep Sathit, Chaiyaphum


5 Hanuman 2 45 megawatts Wa Tabaek, Thep Sathit, Chaiyaphum


6 Hanuman 3 30 megawatts Huai Ton, Mueang Chaiyaphum, Chaiyaphum


7 Hanuman 4 30 megawatts Tha Mafai Wan, Kaeng Khro, Chaiyaphum


8 Hanuman 5 48 megawatts Pong Nok, Thep Sathit, Chaiyaphum


9 Hanuman 6 40 megawatts Nong Bua Daeng, Nong Bua Daeng, Chaiyaphum


10 Hanuman 7 40 megawatts Wa Tabaek, Thep Sathit, Chaiyaphum


No.

Name of Wind

Turbine Project

Production

Capacity Location

Proposal

Submission

Date to EGAT


Operation Date

(SCOD) specified in

Purchase Power

Proposal/1

11 Hanuman 8 45 megawatts Na Yang Klak, Thep Sathit, Chaiyaphum

October 9, 2012 August, 2017

12 Hanuman 9 42 megawatts Pong Nok, Thep Sathit, Chaiyaphum to Wang Takhe, Nong Bua Rawe, Chaiyaphum


13 Hanuman 10 80 megawatts Ban Chuan- T. Khok Phet Phatthana, Bamnet Narong, Chaiyaphum

October 9, 2012 December, 2017

14 Hanuman 11 /2 90 megawatts Ban Rai, Thep Sathit, Chaiyaphum

October 9, 2012 Febuary, 2018

15 Hanuman 12 50 megawatts Khamcha-I, Khamcha-I, Mukdahan

October 9, 2012 Febuary, 2020

16 Hanuman 13 50 megawatts Kok Tum, Dong Luang, Mukdahan


Note: /1 : Scheduled Commercial Operation Date (SCOD) in the table are specified in purchase power proposal. At present, the Company has not engaged in Power Purchase Agreement with EGAT since it is in the process of power purchase consideration from EGAT except for Had Gang Han 1 project – Had Gang Han 3 project which have already had acknowledge notification regarding to power purchase from Electricity Generating Authority of Thailand (EGAT) and the Power Purchase Agreement (PPA) then will be signed with EGAT respectively.

/2 : Had Gang Han 1 – 3 projects, Hanuman 1-10 projects and Hanuman 12-13 projects are wind turbine power plants which has submitted power purchase proposals to the system of Electricity Generating Authority of Thailand (EGAT) on behalf of Energy Absolute Public Company Limited. Hanuman 11 project is a wind turbine power plant which has submitted power purchase proposal on behalf of Thepsathit Wind Farm Company Limited which the Company holds 99.99% of the company’s shares.

Related Transactions:

During 2011 and the first 9 months of 2012, the Company had the transactions with related paties who may have conflicts of interest as follows; 1) Related Parties : C.C. Oil Company Limited

Relationship : - C.C. Oil Company Limited is the company of Mr. Wutthilerd Chiannilkulchai and relatives of Mr. Wutthilerd Chiannikulchai . - Mr. Wutthilerd Chiannikulchai is a shareholder of the Company who holds 2.00% of the Company’s paid-up shares (as of 25 July 2012) and he is an authorized director and executive committee of the Company.

Description of Transaction : (Unit: Bt. million) As of 31 December 2011 As of 30 September 2012 Sales of Hi-Speed Diesel Oil 135.26 - - Account Receivable - -

2) Related Paties : Malee Oil Company Limited

Relationship : - Malee Oil Company Limited is the company of Mr. Wutthilerd Chiannilkulchai and relatives of Mr. Wutthilerd Chiannikulchai .

- Mr. Wutthilerd Chiannikulchai is a shareholder of the Company who holds 2.00% of the Company’s paid-up shares (as of 25 July 2012)

and he is an authorized director and executive committee of the Company.

Description of Transaction : (Unit: Bt. million)

As of 31 December 2011 As of 30 September 2012 Sales of Hi-Speed Diesel Oil 63.15 - - Account Receivable - -

3) Related Parties : Two Plus One Oil Company Limited

Relationship : - Two Plus One Oil Company Limited is the company of Mr. Wutthilerd Chiannikulchai and relatives of Mr. Wutthilerd Chiannikulchai.

- Mr. Wutthilerd Chiannikulchai is a shareholder of the Company who holds 2.00% of the Company’s paid-up shares (as of 25 July 2012) and he is an authorized director and executive committee of the Company.


As of 31 December 2011 As of 30 September 2012 Sales of Hi-Speed Diesel Oil 112.61 - - Other Account Payable 7.59 - Necessary and Rationale of Transaction with C.C. Oil Company Limited, Malee Oil Company Limited, and Two Plus One Oil Company Limited:

1. To increase revenues and profit of the Company, the Company sold hi-speed diesel oil (B4) with the price based on cost structure of diesel oil (B0) that purchased from a vendor. Due to cost structure, there were only C.C. Oil Company Limited, Malee Oil Company Limited, and Two Plus One Company Limited accepted for such price condition which had to accept for the average price fluctuation for the whole week. The Audit Committee considered and had an opinion that the transaction was reasonable. However, the meeting of the Executive Committee No. 8/2012 on August 16, 2012 passed the resolution to cease the selling hi-speed diesel oil to companies related to Mr. Wutthilerd Chiannilkulchai until the Company is able to find measurement to set the price which is appropriate and comparable to market price because it cannot compare the selling price to related company with market price due to the diffirentation of cost structure of diesel oil (B0).

4) Related Parties : R.A. Logistics Compay Limited

Relationship : - Mr. Wutthilerd Chiannikulchai is a shareholder of R.A. Logistics Company Limited who holds 10.00% of paid-up shares and he is a director of R.A Logistics Company Limited.

- Mr. Somphote Ahunai is a shareholder of R.A. Logistics Company Limited who holds 10.00% of paid-up shares and he is a director of R.A Logistics Company Limited. - Mr. Wutthilerd Chiannikulchai is a shareholder of the Company who holds 2.00% of the Company’s paid-up shares (as of 25 July 2012) and he is an authorized director and executive committee of the Company.

- Mr. Somphote Ahunai is a shareholder of the Company who holds 47.62% of the Company’s paid-up shares (as of 25 July 2012) and he is an authorized person, Chairman of the Executive Committee, and Chief Executive Officer of the Company. - Note : The Company’s Board of Ditrector meeting No.2/2012 on March 30, 2012 approved the termination of the Company's sales of liquefied petroleum gas by the end of April 2012. Therefore, the Company has no any transaction with such company since the third quarter of 2012.


As of 31 December 2011 As of 30 September 2012

Transportation of Liquefied Petroleum Gas (LPG) 33.59 11.04 - Other Account Payable 4.64 -

Necessary and Rationale of Transaction: 1. Because the Company did not want to take risks in the transportation of Liquefied Petroleum

Gas (LPG) and the LPG business of the Company was at an early stage and also in stage of the business feasibility study. The Company also did not want to invest at large amount for transporation. Therefore, it hired R.A. Logistics Company Limited to transport the liquefied petroleum gas instead. The Company compared shipping price with other contractors and the offered shipping price of R.A. Logistics Company Limited was considerably lower than the other companies which were not related party to the Company. The Audit Committee considered and had an opinion that the transactions were reasonable becuase the shipping price was below market price. However, the Board of Directors Meeting No. 2/2012 on March 30, 2012 approved the termination of the distribution business of liquefied petroleum gas by the end of April 2012 to focus on selling its core products.

5) Related Parties : Star Gas Company Limited

Relationship : - Miss Nichamon Kaoropkittiwong is a director of the Star Gas Company Limited. - Miss Nichamon Kaoropkittiwong is a wife of Mr. Suwicha Phanichphol who holds 4.65% of the Company’s paid-up shares (as of 25 July 2012) and was the Company’s director, executive committee, and managing director during 2011 and the first quarter of 2012. (At present, Mr. Suwicha Phanichphol resigned from the Company’s director, executive committee, and managing director and was effective since March 31, 2012.) - Note: The Company’s Board of Ditrector meeting No.2/2012 on March 30, 2012 approved the termination of the Company's sales of liquefied petroleum gas by the end of April 2012. Therefore, the Company has no any transaction with such company since the third quarter of 2012.

Description of Transaction (Unit: Bt. million)

As of 31 December 2011 As of 30 September 2012 Agent fee of Liquefied Petroleum Gas (LPG) 11.86 3.39

- Other Account Payable 1.15 - Necessary and Rationale of Transaction:

1. The Company did not have any expertise in Liquefied Petroleum Gas (LPG) business and it also did not have human resource to manage in such business. Furthermore, it avoided to take risks related to accounts receivable. Therefore, the Company assigned Star Gas Company Limited to be its retailing agent and guaranteed the payment of all accounts receivable. The Audit Committee considered and had an opinion that the transactions were reasonable because returns of each party were appropriately considered from risks that each party received. However, the Board of Directors Meeting No. 2/2012 on March 30, 2012 approved the termination of the distribution business of liquefied petroleum gas by the end of April 2012 to focus on selling its core products.

6) Related Parties : Dhipaya Insurance Public Company Limited Relationship : - Dhipaya Insurance Public Company Limited is the company where

Mr. Somchainuk Engtrakul is a chairman of board of directors and chairman of executive committee. - Mr. Somchainuk Engtrakul is a chairman of board of directors of the Company


As of 31 December 2011 As of 30 September 2012 The Company engaged in industrial all risks insurance 0.16 0.38

and public liability insurance of biodiesel plant

- Prepaid Insurance Expense 0.27 0.89 - Accrued Insurance Expense - 1.06

Necessary and Rationale of Transaction: 1. The Company has engaged in insurance with external insuance company which was not

related party to the Company but it had coinsurance clause with a related insurance company but the price was at the general market price. The Audit Committee considered and had an opinion that the transactions were necessary, reasonable, and beneficial to the Company because its premium is worth (add flood disaster insurance).

7) Related Parties : Mr. Somchainuk Engtrakul Relationship : Chairman of the board of directors


As of 31 December 2011 As of 30 September 2012 Hiring for business development consulting 1.20 0.90 - Accrued Expense - -

Necessary and Rationale of Transaction: 1. The Company has hired Mr. Somchainuk Engtrakul to consult on business development of the

Company which was approved by Annual General Meeting of shareholders in 2011 on April 26, 2011 and Annual General Meeting of shareholders in 2012 on April 25, 2012. The Audit Committee considered and had an opinion that the transactions were necessary and beneficial to the Company.

8) Related Parties : Mr. Somphote Ahunai

Relationship : - Mr. Somphote Ahunai is a director, Chairman of the Executive Committee, and Chief Executive Officer of the Company and he is a shareholder of the Company who holds 47.62% of the Company’s paid-up shares (as of 25 July 2012)


As of 31 December 2011 As of 30 September 2012 1. The Company borrowed money with interest rate at 7.25 % per - 40.00

year to be collateral for submitting power purchase proposal to the Electricity Generating Authority of Thailand for investment in wind turbine power plant of the Company in the future.

- Interest Expense - 0.88 - Accrued Interest - - 2. EA Solar Company Limited (subsidiary company) - 45.17

borrowed money to repay to the Company and then to contractor of solar power plant project in Lopburi.

- Interest Expense - 0.84 - Accrued Interest - -

Necessary and Rationale of Transaction: 1. The transactions of such loans were occurred from necessary of issuing letter of guarantee for

submitting power purchase purposal in wind turbine power plant project of the Company. It was a source of capital that could be provided within a short period, in order to execute in the timely manner. The interest rate was considered to be an average MLR of 3 banks which were Bangkok Bank Plc, Kasikornbank Plc, and Siam Commercial Bank Plc. The Audit Committee had an opinion that the transactions were reasonable and the interest rate was an average rate of financial institutions.

2. EA Solar Company Limited took such loan to repay to Energy Absolute Plc. and to contractor of solar power plant project which had capacity of 8 megawatts in Lopburi to ensure that the project will be finished within the stated condition. The Audit Committee had an opinion that the transactions were reasonable.

9) Related Parties : Mr. Surachai Ngamsakulsungroch

Relationship : - Mr. Surachai Ngamsakulsungroch is a shareholder who holds 23.33% of paid-up shares of Surachai (1997) Company Limited which is the subsidiary of the Company and he is a director of Surachai (1997) Company Limited.

- He is a director of Surachai (1997) Solar Company Limited which is the subsidiary of the Company.

- He is a shareholder who holds 14.70% of paid-up shares of EA Solar Company Limited and he is a director of EA Solar Company Limited.

- Note: At the present, Mr. Surachai Ngamsakulsungroch is not a shareholder and director of Surachai (1997) Company Limited, Surachai (1997) Solar Company Limited, and EA Solar Company Limited since September 3, 2012 because he sold all shares to the Company on August 20, 2012.


As of 31 December 2011 As of 30 September 2012 1. The Company loaned to Mr. Surachai Ngamsakulsungroch 60.00 (60.00) - Interest Income 2.41 4.59 - Accrued Interest 2.41 - - Mr. Surachai Ngamsakulsungroch pledged his common - -

shares of EA Solar Company Limited to a financial institution as a guarantee of loan repayment for solar power plant construction of EA Solar Company Limited

2. Surachai (1997) Company Limited (Subsidiary company) had 0.24 0.01 a short-term loan from Mr. Surachai Ngamsakulsungroch to pay for general operation of Surachai (1997) Company Limited

- Interest expense - - - Accrued Interest - - 3. Surachai (1997) Company Limited (Subsidiary company) 30.60 (30.60) had a short-term loan from Mr. Surachai Ngamsakulsungroch for capital increase of EA Solar Company Limitedf where was subsidiary of the Company. - Interrest expense 0.23 0.44 - Accrued Interest 0.23 -

Necessary and Rationale of Transaction: 1. Before the Company acquired Surachai (1997) Company Limited, Mr. Surachai

Ngamsakulsungroch was a major shareholder of the Surachai (1997) Company Limited. Under the terms of business acquisition, the Company provided the rights to all existing shareholders to invest in portion of 30% and such existing shareholders intended to invest with the Company. Due to their financial contratints, the existing shareholders asked for financial support to invest in EA Solar Company Limited. The management had considered that the construction of a power plant in Lopburi had to have a coordinator to operate in various transactions, and in the past, Mr. Surachai Ngamsakulsungroch assisted the Company in various issues. Thus, there was an opinion that, during construction of the power plant, if the Company had local person helping and monitoring in various matters, the operations would be much convenient. Moreover, the Company intends to accelerate the construction, thus, to wait for the existing shareholders to source their fund to invest, would postpone the project from the actual schedule. According to the Board of Directors Meeting No. 2/2011 on July 6, 2011, the meeting passed the resolution to provide such loan and the Audit Committee had an opinion that such transactions were necessary and beneficial to the subsidiary company, EA Solar Company Limited, to be able to construct solar power plants under conditions of financial institution’s loan agreement with the loan interest rate did not exceed the financial cost of the Company in order to compensate the risks of the Company’s loans.

2. The purpose of the loan was for general operational expense of the Company. The Audit Committee had an opinion that such transactions were necessary and beneficial to the subsidiary company as for its sufficient working capital.

3. The purpose of the loan was to use for EA Solar Company Limited’s capital increase regarding to the loan condition of financial institutions of solar power plant construction. The Audit Committee had an opinion that such transactions were necessary and beneficial to the subsidiary company in order to conform with the capital conditions of the loan agreement with financial institutions.

Obligation: 1. As of December 31, 2011 and September 30, 2012, the Company had building rental and service

agreement that term of contract is 3 years. It has total rental and service expenses that have obligations to pay in the future of 8.96 million Baht and 6.72 million Baht respectively.

2. As of December 31, 2011 and September 30, 2012, the Company had land rental contract to operate for solar power plant project that term of contract is 30 years. It has obligations to pay in the future of 0.53 million Baht and 0.55 million Baht respectively.

3. The Company had financial advisory agreement for consulting and operating to take securities to list on the Stock Exchange of Thailand. Its advisory fee will be paid according to conditions in agreement.

4. As of December 31, 2011 and September 30, 2012, the Company had factory construction and machine installation contract of 72.11 million Baht and 11.02 million Baht respectively.

5. As of December 2011, the Company had software purchase agreement for 1.08 million Baht. (As of September 30, 2012, the Company had no obligations to pay for software purchase agreement)

6. As of December 31, 2011 and September 30, 2012, the Company had advisory agreement to develop project of Clean Development Mechanism (CDM) of 2.29 million Baht and 0.72 million Baht respectively.

7. As of December 31, 2011 and September 30, 2012, the Company had solar power plant construction agreement and other services for solar power plant project for 702.58 million Baht and 219.50 million Baht respectively.

8. The Company and subsidiary companies had contingent liabilities in the future from guaranteed contracts issued by banks to various government and private sectors on consolidated financial statement of 140.21 million Baht and 102.24 million Baht respectively.

Risk Factors: 1. Risks Relating to Business 1.1 Relying on primary customers The company manufactures and distributes biodiesel oil (B100), high speed diesel oil which is a combination of diesel oil (B0) and biodiesel oil (B100), purified Glycerine including raw materials and byproducts. For the period of 2011 till the first nine-month of 2012, the sale of biodiesel oil of the company relies on primary customers which is a group of 8 – 10 customers. Mostly, the company distributes its biodiesel oil via sales agreement. However, the portion of the sale for each primary customer accounts for less than 30 percentages of the total sale. It should be noted that the primary customers are the major oil distributors of Thailand. This will be an enhancement to the company due to the financial credibility of the primary customers. In addition, the company strongly believes that the chance of losing these primary customers is very small. This is because these customers are binding by the sales agreements which are termed no-longer than 12 months. For the selling price of biodiesel oil, the company offers a discount from the price which is regulated by the government authorities. Prior to the expiration of the sale agreement, the company offers a new contract to each customer which also includes a discount from the regulated price. For the period of 2011 till the first nine-month of 2012, the company has about 3-6 customers for the distribution of the high speed diesel oil. The company relies on 1 primary customer but the portion of the sale for each primary customer accounts for less than 30 percentages of the total sale. 1.2 Volatility of the price of biodiesel oil For the past 3 years, the degree of competition in biodiesel industry has been strong, while the usage quantity of biodiesel is in accordance with the policy of the government authorities. In 2009, the usage quantity of biodiesel expanded in response to the government policies which support the usage of high speed diesel (B5). However, in the second half of 2009, the overall usage quantity of biodiesel industry was decreasing due to a seasonal effect. Normally, the low season of biodiesel industry is during the rainy season since the majority of consumer of biodiesel oil is in transportation and construction businesses and the rain affects operations of the business.

In 2010, the degree of competition in biodiesel industry was getting stronger. New manufacturers, competitors, entered the industry. This leaded to the increasing in the supply of biodiesel which eventually leaded a price competition. However, in the forth quarter of 2010, the price of biodiesel substantially increased due to the increasing of the price of palm oil which is used for the manufacturing of biodiesel. This was the result of lower-than-expected stock of palm oil, causing by flooding crisis in the southern part of Thailand. In 2011, the shortage of palm oil in late 2010 caused the government to change its supporting policies for biodiesel usage. As a result, the government canceled the supporting policies for biodiesel oil B5 and B3 but maintained the supporting policies for biodiesel oil B2 in the beginning of 2011. The mentioned situation substantially reduced the demand for biodiesel oil in the market. However, in the second half of 2011, the usage of biodiesel oil B4 increased. In 2012, the price of biodiesel oil was not as fluctuated as the past three years due to the increasing of the stock of palm oil in Thailand. Recently, Department of Energy Business (DOEB), Ministry of Energy, issued the notice dated October 21, 2012 which regulated the qualification and quality of diesel oil by limiting the usage range of biodiesel oil, Fatty Acid Methyl Ester type, from 4.5 to 5.0 percentages. The notice has been in effective since November 1, 2012. 1.3 Degree of competition within the industry The degree of competition within the manufacturing and distribution of biodiesel oil tends to be more severe. The mentioned statement is being supported by the alternative energy supporting policies issued by the government, for instance tax benefit issued in 2005 from Board of Investment Office (BOI) which increases the number of the biodiesel manufacturer in Thailand. As of November 2012, there were 13 manufacturers of biodiesel oil, Fatty Acid Methyl Ester type, (including the company) in the approval list of Department of Energy Business (DOEB) which accounts for the production capacity of 5,205,800 liters per day. In addition, according to the information from the management of the company, there are 3 manufacturers which posses the production capacity of 650,000 liters per day which currently stop their production. Moreover, the supports from Ministry of Agricultural and Cooperatives dramatically increase the number of retail biodiesel manufacturer. The increasing in the number of competitors, both major and retail manufacturers, may create a more severe competition in domestic market. However, the biodiesel oil manufactured by the retail is widely used for agricultural machinery only due to the fact that its quality is not applicable for normal machinery. The objective of the retail of biodiesel oil is to reduce the dependency of diesel oil of agriculture sector. On the contrary, the company acknowledge the severe degree of competition among the major manufacturers of biodiesel oil. Therefore, unlike others, the company develops its manufacturing technology and process in order to employ varieties of raw material. The company is able to employ crude palm oil grade B (CPO-B), which is cheaper than crude palm oil grade A (CPO-A), in the manufacturing process in a larger portion when comparing to the other competitors. Moreover, the result of employing CPO-B in the manufacturing process is more Palm Fatty Acid Distillate (PFAD) in comparison with employing CPO-A. The advantage of the manufacturing technology of the company is that the PFAD can be reemployed in the manufacturing process of biodiesel oil once more. At the moment, the company is the only manufacturer in Thailand which possess the technology which can reemploy PFAD in a portion larger than 5 percentages of the raw material used. The manufacturing process and technology are considered as a competitive advantage especially during a fluctuated raw material price period. In addition, the company also improves its manufacturing efficiency in order to improve the quality of the byproduct, purified Glycerine. Finally, due to the varieties of the employable raw material, the company is able to lower the manufacturing cost per unit, while still able to maintain the quality of the manufactured biodiesel oil. These above mentioned advantages are the competitive advantages of the company which pioneer the company through a severe degree of competition within the industry. 1.4 Changes of the policies of the authorities Recently, the fuel price in the world’s market gradually increases. In response to the situation, the government issued policies toward alternative energies. Biodiesel is also one of the strategic alternatives especially when considering the price and available quantity for manufacturing. The government encourages the crude palm oil as a major raw material for the manufacturing of biodiesel. This is considered an opportunity for palm oil farmer and also an assist in maintaining the price of palm oil. With the cooperation of ministry of energy and ministry of agricultural and cooperatives, the strategic plan for developing and promoting the usage of biodiesel manufactured from palm oil is

established. The plan targets to promote the manufacturing and usage of biodiesel oil at 8.5 million liters per day in order to replace the usage of diesel oil of 10 percentages by 2012. As of November 2012, there were 13 manufacturers of biodiesel oil, Fatty Acid Methyl Ester type, (including the company) in the approval list of Department of Energy Business (DOEB) which accounts for the production capacity of 5,205,800 liters per day (including three manufacturers which posses the production capacity of 650,000 liters per day which currently stop their production). The government issued development and promotion plans for promoting the usage of biodiesel, for instance supporting the plantation of palm oil of 4 million rai as a raw material for biodiesel manufacturing, granting the benefits by the Board of Investment Committee (BOI) such as exempt the import tax for machinery, exempt the income tax for 8 years and creating a secondary market for biodiesel oil by using tax implications in order to lower the retail price of biodiesel oil in comparison with the retail price of diesel oil. It is obvious that the government policies substantially benefit entrepreneurs in biodiesel business. On the contrary, it is considered a risk to the company, if there are changes in the supporting and promoting policies of the government. However, the company believe that it is unlikely that the government should cancel the polices toward alternative energies since the price of diesel oil has been continuously increased. The change of the policies of the authorities is an external factor. Therefore, the company tries to mitigate the risk by expanding into a solar power electricity generation and distribution business. 2. Risks Relating to Product and Procurement 2.1 Procuring raw materials The raw materials required for manufacturing of biodiesel oil of the company are Crude Palm Oil (CPO), Stearine and Refined Bleached Deodorized Palm Oil (RBD Palm Oil). The government is responsible for considering the reserved palm oil in the stock in response to the demand and supply of the domestic market and issuing policies toward the usage of palm oil for biodiesel manufacturing which includes nationally encouraging the commercially manufacturing and distributing of high speed diesel oil, the combination of diesel and biodiesel oil. During 2010 and 2011, there was a shortage of supply of palm oil situation because of insufficient production of palm and overwhelm volume of export. The situation affects the domestic palm oil market and the manufacturing of biodiesel oil. The situation could eventually leads to the shortage of raw material for the biodiesel manufacturing of the company. However, since 2008, the company has not encountered the shortage of raw materials yet. In order to prevent the shortage, the company improves its production technology and process to employ varieties of raw material. At present, the company acquires raw material from vegetable and palm oil manufacturer. The company and its raw material suppliers will settle on the purchasing price of each transaction on a one-time basis. Thus, without a long term contract, the company possesses the risk of procuring raw materials, for example suppliers are unable to deliver the raw materials in accordance with the agreed quantity and delivery period or suppliers may not providing the raw materials since the materials are required in the biodiesel oil manufacturing of the suppliers itself. Such risk would directly affect the business operation.

However, to prevent the business operation from the risk of procuring raw materials, the company has maintained businesses and relationship with numbers of suppliers across Thailand. The suppliers of Crude Palm Oil (CPO) are palm oil manufacturers, located in the southern region. The suppliers of Refined Bleached Deodorized Palm Oil (RBD Palm Oil) and Stearine are vegetable oil manufacturer, located in the central and eastern region. Moreover, in order to prevent the risk of procuring raw materials from natural disaster, the company expands its connection with other qualified suppliers in Thailand. The company also develops its manufacturing technology and process in order to employ varieties of raw material. The company is able to employ crude palm oil grade B (CPO-B), which is cheaper than crude palm oil grade A (CPO-A), in the manufacturing process in a larger portion when comparing to the other competitors. Moreover, the company is able to reemploy Palm Fatty Acid Distillate (PFAD), which is the byproduct, in the manufacturing process once more. Therefore, the company believes that the risk is mitigated to some extent and it should be noted that the business operation of the company has never affected a supplier shortage. 2.2 Volatility of the price of raw materials The price of the major raw materials for biodiesel oil manufacturing which are Crude Palm Oil (CPO), Stearine and Refined Bleached Deodorized Palm Oil may be fluctuated by demands and

supplies of the market. In 2009, the farming of palm was affected by the drought crisis which resulted in the shortage of palm production and eventually the high price of palm. Another reason for the shortage and the high price of palm may cause by the reduction of import tariffs of palm of other countries, such as China or India. In order to mitigate the risk of the volatility of the price of raw materials, the company manages the stock of raw materials in coherence with the advanced sales. The company also hedges against the price volatility by entering into forward contract agreements. Moreover, the company improves its production process and technologies to be able to reemploy the byproducts such as Palm Fatty Acid Distillate (PFAD) and Free Fatty Acid (FFA) in the biodiesel manufacturing once more. In addition, according to the resolution of the board of directors meeting No. 2/2012 dated March 30, 2012, the company set up the raw material purchasing committee in order to consider and negotiate for appropriate terms and conditions of the purchasing of the raw materials. 3. Risk Relating To Management

3.1 Executive dependency For the past 5 years, the company’s operation has been managed by the major

shareholder and main executive which is Mr. Somphote Ahunai who is the director, authorized director, chairman of board of executive director, managing director and the major shareholder of the company. He possesses with the essential knowledge, competence and experience in production planning, production development, distribution channel expansion, product quality management. Supplementary, he has professional managerial attitude, vision to expand business to achieve continuously return and growth. Therefore, the business operation of the company still depends on the existing executive.

However, the company begins to transform to a professional management philosophy by delegating duties and respondsibilities to other executives and subordinates explicitly. There are the designation for internal control system and data storage system and also essential information sharing among executives and subordinates regularly. Furthermore, the company also has recruitment policy to recruit the competent subordinates in order to support the business expansion and to build the sustainable growth. 4. Risk Relating To The Investment of The New Project

The company has 4 new investments in solar power plants which overall capacity equals to 278 megawatt (MW). The first project is the 8 MW solar power plant, located at 188 Moo 3 Khoktoom-Maenampasak road Km.21 Pattananikhom region, Pattananikhom district, Lopburi province 15140. The 8 MW solar power plant has commenced its commercial operation date (COD) since October 2012. Th 8 MW power plant is under the operation of EA Solar Co., Ltd. which is the subsidiary which the company holds, directly and indirectly, 100 percentages of the issued shares. The other 3 projects are also the solar power plants with the equal capacity of 90 megawatt (MW) each. The 90 MW projects are located in Nakhon Sawan, Lampang and Phitsanulok province. The expected COD of each project are 2013, 2014 and 2015 respectively. The mentioned solar power plant projects’ performance would enhance sustainable return to the company and disperse business risk. In addition, the solar power plant is considered a renewable and alternative energy which is benefited from the supporting policy of the government.

The Investment budget for each 90 MW solar power project are approximately THB 6,680 million for Nakhonsawan project, THB 6,680 million for Lampang project and THB 6,780 million for Phitsanulok project. The investments are expected between 2013 to 2015. However, the investments are still in the preliminary stage, so there are risks to be consider. Such risks can be described as follow

4.1 Land acquisition for the investment projects The company acquired adequate land for solar power plant in Nakhon Sawan and Lampang

province which are the total area of 1,181-0-39 Rai and 2,045-0-12 Rai respectively (information as at 30 September 2012). For the area of 95-2-47 Rai land located in Lampang province, the company has long term rent contract with the landlord for 30 years. For the 90 MW Solar power plant in Phitsanulok, currently, the company acquired the area of 191-2-70 Rai (Data as at 30 September 2012) and the company is in the acquiring process of the area of 1,000 Rai. The company target to acquire totally 2,000 Rai for the solar power plant operation. At present, the company acquired 60 percentages of the acquisition target for the Phitsanulok project. Thus, there is a risk that the company may not be able to acquire adequate land for the project or the land price may increase

more than market price or fair price. Nevertheless, if the company uses crystalline solar cells technology for the solar power plant in Phitsanulok, the land with territorial area of 1,000 Rai is sufficient to launch the project. It should be noted that the company targets to acquire the additional land to increase the choices of technology for the Phitsanulok project in the future.

4.2 Required documents for the operation of the power plant Currently, the company is the counterparty with Provincial Electricity Authority (PEA) in the

Power Purchase Agreement (PPA) for the 8 MW solar powerplant in Lobburi province. For the 90 MW solar power plants in Nakhon Sawan, Lampang and Phitsanulok, The company signed the PPA with Electricity Generating Authority of Thailand (EGAT). Each solar power plant is contracted to sell its electricity to the government. Therefore, the risk from being a counterparty in the PPA is eliminated. However, the company requires an approval for the factory operation license (Ror.Ngor. 4) before commencing the construction of the solar power plant. If the license is not appoved, the construction may be delayed and the company may not be able to commence its Commercial Operation Date (COD) in accordance with the schedule of the EGAT. The table below describes the schedule for the construction of the 90 MW solar power plants and the Scheduled Commercial Operation Date (SCOD):

Solar Power Plant Capacity Contruction Schedule to

meet SCOD


Operation Date (SCOD)

1. Solar power plant at Nakhon Sawan province

90 MW Land improvement since the forth quarter of year 2012

1 December 2013

2. Solar power plant at Lampang province

90 MW 1 December 2013 1 December 2014

3. Solar power plant at Phitsanulok province

90 MW 1 December 2014 1 December 2015

4.3 Financing the solar power plant investment The company planned to construct three 90 MW solar power plants, located in Nakhon

Sawan, Lampang and Phitsanulok in 2013, 2014 and 2015 respectively. The investment budget of each project are THB 6,680 million, THB 6,680 million and THB 6,780 million respectively. Since the total investment budget is highly substantial,the company may not be able to finance the solar power plant investments, no matter, from both equity and debt from financial institution. Thus, the company has a risk to finance the investment projects according to the schedule. Otherwise, the anticipated financial performance will be affected. Therefore, the company appointed the domestic financial advisor, a financial institution, for fund raising from domestic financial institutions. The appointed financial advisor will assist the company in providing alternatives for loans, project finance, for the three 90 MW solar power plant projects.

The company plans to finance for the 90 MW solar power plants in Nakhon Sawan, Lampang and Phitsanulok with the targetted debt to equity (D/E) ratio of 3:1 times. Hence, the company expects to obtain loans from the domestic financial institution in the proportion of 75 percentages and capital from equity portion of 25 percentages. The table below describes the source of fund for the 3 90-MW solar power plant projects:

Solar Power Plant

Nakhon Sawan Lampang Phitsanulok

Total investment THB 6,680 million THB 6,680 million THB 6,780 million

- Loans from financial institution (75%)

THB 5,010 million THB 5,010 million THB 5,085 million

- Capital from equity (25%) - Source of fund

THB 1,670 million

1) Proceeds from IPO proximately 100%

THB 1,670 million 1) Proceeds from IPO

proximately 78.81% 2) Internal cash flow

proximately 21.19%

THB 1,695 million

1) Internal cash flow proximately 100 percentages

For the laons from financial institution for the 90 MW solar power plant projects, the company

appointed a financial advisor in order to assist the company in providing the loans, project finance. Therefore, the company considers the risk from financing the solar power plant projects is mitigated. The

Nakhon Sawan project will be the first to be processed for financing from domestic financial institutions. Then, the company will process on the financing of the Lampang and the Phitsanulok project accordingly. The company has risk from financing the solar power plant projects. Otherwise, the financial performance will not be as anticipated.

The solar power plant in Nakhon Sawan is in the process of considering offering letters from the 3 domestic financial institutions. Moreover, the project is summarizing conditions and details such as project insurance, contractor reimbursement, financing condition and approval for the loans. The Nakhon Sawan project is operated under EA Solar Nakhonsawan Co., Ltd. which is the subsidiary of the company. For equity portion, the company expects to mainly receive proceeds from initial public offering (IPO). However, If required, the internal cash flow will be included in the equity portion of the Nakhon Sawan Project as well. The company has risk from financing the solar power plant projects. Otherwise, the financial performance will not be as anticipated.

4.4 Financial risk from the power plant operation Since the solar power plant in Lopburi province under EA solar Co., Ltd. has been granted

financial support from financial institution for the construction. The financing causes the debt to equity (D/E) ratio of EA solar Co., Ltd. to increase to 3 : 1 which is higher than D/E of the company which is 1.11 : 1 times, calculated from the consolidated financial statement as at 30 September 2012. Each of the investments in the three 90 MW solar power plants, located in Nahkon Sawan, Lampang and Phitsanulok, are targeted to have the D/E ratio of 3 : 1 times. The mentioned debt to equity ratio will result in increasing company’s financial burden and D/E ratio.

The solar power plant in Nakhonsawan is under the operation of EA Solar Nakhonsawan Co., Ltd. which is the subsidiary of the company. At present, the company is considering the offering letters from 3 domestic financial institutions which have the financial covenants as follow:

• EA Solar Nakhonsawan Co., Ltd. has to maintain D/E (Debt to Equity) ratio not more than 3 : 1 times

• EA Solar Nakhonsawan Co., Ltd. has to maintain debt service coverage (DSCR) ratio : not less than 1.20 times

4.5 The unanticipated return from investment The 8 MW solar power plant, located in Lopburi, has started selling the electricity to the

Provincial Electricity Authority (PEA) since October 2012. According to the financial forecast, the project is expected to generate THB 149.17 million of revenue and net profit of THB 63.49 million in 2013. Moreover, the company is expected to earn revenue from the 90 MW solar power plant, located in Nakhon Sawan, in late 2013. The Nakhon Sawan project is expected to generate THB 1,586.35 million of revenue and net profit of THB 915.75 million in 2014. However, there are factors which may lower the return of the projects from the financial forecast. For instance, firstly, decreasing of the selling price of the electricity (at the selling price during Peak-hour is 3.8548 baht/unit and during the Off-peak-hour is 2.0424 baht/unit) (Peak-hour is from 09.00 – 22.00 from Monday to Friday, Off-peak-hour is from 22.00 – 09.00 from Monday to Friday and from 00.00 - 24.00 in the weekend, the National Labor Day and the official holidays, excluding remuneration holidays and the Royal Ploughing Day), secondly, natural disasters, or the lower unit of electricity generated due to lower rate of solar radiation of average of 5 unit per kilowatt-hour per square meter per day, or, thirdly, higher of cost of selling and administration expenses such as salaries, maintenance expenses, insurance fee, etc. Moreover, the 8 MW solar power plant, located in Lopburi is the first solar power plant project of the company. Without experiences in operating the large scale project, which is the 90 MW solar power plant, the company might be forecasting the size of the investment or the expenses less than actual. This will result in higher actual construction cost and lower return from the project.

4.6 The success in power plant business The solar power generation in Thailand is an alternative energy business which is considered a

technology intensive business. Moreover, the business is in the developing and the commencing of the commercial operating stage. For the success of the solar power business which is the business that the company is inexperience, the company requires expertise to manage the business, operate the power plant efficiently, implement the risk management plan to encounter risks that may arise in the future. However, for the 8 MW solar power plant in Lopburi which commences its commercial operation date (COD) in October 2012, the company studied the possibility of the business and hired independent advisors who are the expertise in alternative energy business for preliminary feasibility. The company

also hired the experienced constructor for Operation and Maintenance Service (O&M) for the first 5 years of project. Coordinating with the mentioned advisor and constructor will enhance the company’s experience which can be applied to the other solar power plant project. Also, the company has negotiated with constructor to guarantee the amount of the generated electricity of the project for the 10 years to ensure the project performance and reduce the risk of the revenue uncertainty to some extent. The company also has insurance for the construction covered for 1 year after the completion of the project. For the 90 MW solar power plant in Nakhon Sawan, the company hired the experienced constructor in Operation and Maintenance Service for the project. Also, the company uses solar cells from a well-known Chinese manufacturer with 25 years life-time guarantee for the power output and 10 years product warranty. For the inverter, the company uses the technology from Switzerland with 5 years product warranty. Moreover, the company sets up Energy Solution Management Co., Ltd, a subsidiary for company, which operates in design, construct and maintenance of the solar power plant in order to have an experience staffs in civil engineering of the business in the long run.

4.7 The delay of the project The company encounters the risk from the delay of the project due to factors such as land

acquisition, financing of the project and construction delay due to the weather such as rain or flood, or technical problem, which might result in longer construction period and might not be able to operate according to the Scheduled Commercial Operation Date (SCOD). This will also postpone the revenue earning. However, the company is able to prolong the scheduled commercial period of selling electricity to EGAT, which will be approve by EGAT to waiver without breaching the contract, with the conditions that the company is required to submit the report explaining the reasons and status updating continuously.

5. Risk Relating To The Security Offering

5.1 The decline of price after trading in MAI due to prior Private Placement and Right Offering in a lower price than the Initial Public Offering

Prior to the initial public offering (IPO), the company completed the private placement and

right offering. Details are shown below. - In March 2010, the company completed the private placement transaction of 293,800,000 shares (from the total offering amount of 550,000,000 shares in 2009) at par 0.1 baht. Details are

- offering to the management of the company 50,000,000 shares, at offering price 0.1 baht per share - private placement of 243,800,000 shares, at price 1.00 baht per shares

The company has the paid-up capital of THB 279.38 million as a result. - In July 2011, the company has sold the leftover of the offering in 2010 which is amount of 256,200,000 shares, at par 0.1 baht, to both existing and new investors at price 1.50 baht per share. The company has the paid-up capital of THB 305.00 million as a result. - In May 2012, the company has right offering in amount of 120,000,000 shares, at par 0.1 baht, to the existing shareholders at price of 1.50 baht per share. As a result, the company has the paid-up capital of THB 317.00 million and registered capital of THB 373.00 million. Since the offering price of the initial public offering price is higher than the prior private

placement and right offering, the investors might face the risk from decline in stock price if the existing shareholders sell the shares and take profit after the listing. These minority existing shareholders is not within the definition as directors and management and will not be limited to Silent Period after the shares are listed and trade in the market.

Legal Disputes: As of 30 September 2012, the company and its subsidiary has no legal dispute which might causes damages of more than 5% of the equity of the company. The company has no other legal dispute that might significantly affect the business.

With reference to the resolution of the board of directors meeting No. 4/2012 dated July 11, 2012, the board of directors approve the company to file a law suit against the 2 resigned executives of the company. The mentioned executives misappropriate the information of the wind power energy

project, intellectual property, of the company for the purpose of competing against the company. Details are as follow

1) The 2 executives established the company No.1 and No.2. Both companies proposed to sell electricity to the Electricity Generating Authority of Thailand (EGAT). The proposal of the 2 companies used the same information regarding the wind power energy project which the company had proposed to the EGAT earlier.

2) Moreover, there is the company No. 3 (which its directors are the same acting in consert group as one of the resigned executive) which also proposed to sell electricity to the EGAT by using the same information regarding the wind power energy project which the company had proposed to the EGAT earlier.

3) The company No. 1, Company No. 2 and Compnay No. 3 proposed to sell electricity by using the same grid connection and the same position of the wind turbines as previously proposed to the EGAT by the company, the Energy Absolute Public Company Limited.

At present, the company is in the process of filing a law suit against the 3 mentioned company

and its directors to the Central Interllectual Property and International Trade Court (CIPITC). The causes for the law suit are violating the trade secret and copy right by copying, modifying or publicly distributing.

The 2 resigned executives remain as shareholders of the company but with the shareholding portion of not exceeding 5 percentages of the registered and paid-ip capital of the company.

Regarding the legally disputed wind power energy project, at present, the company received the confirmation letter for electricity purchasing from the Electricity Generating Authority of Thailand (EGAT).

However, the company has the policy regarding the competing interests and conflicts of interest for the executives and employees. The policy is clearly stated in the employment agreement that “an employee is to maintain the benefit of the company as the first priority including refrain from disclosing secrets of the company to the other. An employee is not to assist or advise the other in the manner which would compromise the competing interest of the company including not accepting benefits, bribes or other compensations from the other. In the event of the violations, the company shall filie a law suit for damages against the employee” , moreover, “During the the effective period of the employment agreement, an employee is mandatory not to render his/her services to the other or to establish a company whether by his/herself or nominee or to be a stakeholder in any company which would result in competing or damaging the company. In the event of the violations, the company shall filie a law suit for damages against the employee” Number of Employee: As of 30 September 2012, the company has employee of 132 people. Background of The Company

Year Major Event

2006 - In 6 March 2006, Suntech Palmoil Co., Ltd. was incorporated with the registered capital of MB 50, at par 100 baht. The main business is to manufacture and distribute biodiesel, methyl ester of fatty acid type, and glycerin. The production capacity was 200,000 liters per day.

2007 - In September 2007, the existing shareholders of Suntech Palmoil Co., Ltd. sold all the shares to the current shareholders, Mr. Somphote Ahunai, Mr. Wutthilerd Chiannikulchai, and Mr. Suwicha Phanichphol (Currently, Mr. Suwicha Phanichphol resigned from director and managing director, with the effective date as of 31 March 2012, but still remain as the shareholder with the holding portion of 4.65% of the paid-up capital as of 25 July, 2012) and the shareholder structure was changed as the result. However, the ex-shareholders are not the related person to current shareholders.

2009 - The construction of the new biodiesel plant was completed, and the company has total production capacity of biodiesel (B100) of 400,000 liters per day. The company also constructed purified glycerin plant with the production capacity of 20 tons per day.

2010 - The company increased its capacity from 400,000 liters per day to 800,000 liters per day by expanding its biodiesel plant. The company also increased its purified glycerin production capacity from 20 tons per day to 80 tons per day. Also the company has constructed the distillery to bring back the leftover methanol which will be reused in the

Year Major Event

production process. - The company improved its biodiesel oil (B100) production process by using Palm Fatty

Acid Distillate (PFAD) as an additional raw material Stearine, Crude Palm Oil (CPO) and Refined Bleached Deodorised Palm Oil (RBD). The production capacity of PFAD Esterification is 20 tons per day (equivalent of 20,000 liters per day).

2011 - The company constructed a Crude Palm Oil Refinery which increased the production capacity of 600,000 liters per day, result in the capacity of 800,000 liters per day in total, and constructed a Purified Glycerin Refinery with capacity of 80 tons per day, to improve the productivity and increase the yield. Also, the company increased the capacity of 40 tons per day of Esterification process in biodiesel oil production, which resulted in the total capacity of 80 tons per day. The company started the commercial operation of the Crude Palm Oil Refinery and the Esterification process in September 2012, while the Purified Glycerin Refinery was still on the test-run for the commercial operation.

- The company expanded its business into an alternative energy business, solar power plant, in May 2011, by acquired the common shares of Surachai (1997) Co., Ltd.. Surachai (1997) entered into the power purchase agreement (PPA) to sell the electricity from its 8 MW solar power plant in Lopburi. Later on, Surachai (1997) transferred its power selling right to Surachai (1997) Solar Co., Ltd., and then transferred again to EA Solar Co., Ltd., which is the company’s subsidiary.

2012 In August 2012, the company set up a subsidiary, EA Solar Nakhon Sawan Co., Ltd., operating as power producer from its 90 MW solar power plant in Nakhon Sawan. The company owned 99.99% of shares in EA Solar Nakhon Sawan Co., Ltd.. At present, the company is in the process of transferring all of the power selling rights with Electricity Generating Authority of Thailand (EGAT) to EA Solar Nakhon Sawan Co., Ltd..

- In October 2012, the 8MW Solar Farm started its commercial operation.

Investment in its subsidiaries associate / related company: As of 30 September 2012, the company has investments in 5 subsidiaries as shown in the table below. (unit: million baht)

Company

Type of Business

Paid-up Capital

% of shares holding

Investment Cost

1) Surachai (1997) Company Limited

Power producer from solar energy 12.00 98.33 53.05

2) Surachai (1997) Solar Company Limited

Power producer from solar energy 1.00 98.13 0.998

3) EA Solar Company Limited

Power producer from solar energy – 8 MW solar power plant in Lopburi

200.00 99.05 141.53

4) Energy Solution Management Company Limited

Provide services regarding design, construction and maintenance of a solar power plant

10.00 99.995 9.99

5) EA Solar Nakhon Sawan Company Limited

Power producer from solar energy – 90 MW solar power plant in Nakhon Sawan

20.00 99.99 19.99

Note: On 11 September 2012, the Company purchased 99.99% shares of Thepsathit Wind Farm Co., Ltd which has registered and paid-up capital of THB 2 million for 90 MW wind power plant in Chaiyaphum province. The company purchased the share at a price of 1 baht according to the Shares Sale and Purchase agreement dated on 20 July 2012 with existing shareholders. The wind power plant (Thepsathit Wind Farm) capacity 90 MW is located in Tambon Bangrai, Thepsathit, Chaiyaphum province. According to the sale and purchase agreement, the company can purchase at the price of 1 baht per share and there is a revised purchase price clause under the conditions that. 1. Thepsathit Wind Farm Co., Ltd can utilise the land which is leased from Land Reform Office of

Chaiyaphum province to process the wind power plant project. 2. Thepsathit Wind Farm Co., Ltd can acquire the source of financing for the project

Revised Purchase Price is compensation to be paid to the share sellers which are Pro Ventum International GmbH (PVI) and Pro Ventum International (Thailand) Co., Ltd. The compensation is at THB 1 million per 1 megawatt (MW) which equals THB 90 million in total, less the liabilities of Thepsathit Wind Farm Co., Ltd as of the signed date of the sale and purchase agreement. In the event that project fails to operate, Thepsathit Wind Farm Co., Ltd and the share purchasers are not responsible for the Revised Purchase Price and has no obligation to the debt of Thepsathit Wind Farm Co., Ltd to Pro Ventum International GmbH (PVI) and Pro Ventum International (Thailand) Co., Ltd. According to the mentioned condition, depend on the success of the project, the company has the obligation to the debt of Thepsathit Wind Farm Co., Ltd. As a result, the company recorded the obligation as an "Advance payment for the purchasing of investments in subsidiaries" in the financial statement of the company. The company will exclude the financial statement of Thepsathit Wind Farm Co., Ltd. from the consolidated financial statements of the company until the mentioned conditions are completed.

Capital increase (Decrease) for the past 3 years :

(unit: Million Baht )

Period Paid-up Equity Increase (Decrease)

Net Paid-up Equity

Note / Objective

February 2008 200.00 250 Right offering to existing shareholder / To expand the company's business operation and working capital within the company

March 2010 29.38 279.38 Private placement at 0.10 baht/share (for 50,000,000 shares) and at 1.00 baht/share (for 243,800,000 shares) / To invest in production and distribution of electricity in the future, and working capital

June 2011 25.62 305.00 Right offering to existing shareholder and Private placement at 1.50 baht/share / To invest in production and distribution of electricity in the future, and working capital

May 2012 12.00 317.00 Right offering to existing shareholder at 1.50 baht/share / To invest in production and distribution of electricity in the future

January 2013 56.00 373.00 Initial Public Offering

Accounting Period : 1 January – 31 December Auditor : Miss Chaovana Viwatpanachati, CPA License No. 4712 of PITISEVI &

COMPANY Securities Registrar : Thailand Securities Depository Co., Ltd. Financial Advisory : Asset Pro Management Co., Ltd. Dividend Policy : According to the article of association of the company and the law, the company set the dividend payout policy at a rate of not less than 30% of net profit after taxes and reserves. The payment of dividends is subject to changes depending on cash flow, investment plan, obligations from the binding contracts and agreements. The obligation also includes legal constrains and other necessary issues in the future. The payment of the dividend will be approved by the meeting of shareholders. Except for the payment of the interim dividend, which the Board of Directors of the company have the authorization to approve. The board of directors are mandatory to report the payment of the interim dividend to the next meeting of shareholders.

BOI Promotion Certificate :

Type of Promoted Business

BOI number Promoted production capacity

Date of Board approval

First operating income due to BOI

1. Pure glycerin production

1657(2)/2551 24,000 Ton/year 12 May 2008 13 May 2010

2. Biodiesel production

2182(9)/2551 240 Million liters/ year 27 Oct 2008 6 Mar 2009

3.Refined Bleached Deodorized Palm Oil (RBD) production

1889(2)/2554 158,075 Ton/ year

23 May 2011 Refined Bleached Deodorized Palm Oil is used for internal process; therefore, it cannot claim for BOI tax promotion

4. Pure glycerin production 1/

2037(2)/2554 124,800 Ton/ year

11 July 2011 No income because it is during testing and preparing for commercial operation.

5. Solar power 2467(1)/2554 8 Mega watt 17 November 2011

17 October 2012

Note: 1/ The same promotion as pure glycerin production BOI number 1657(2)/2551 Number of shareholders : As of January 24, 2013.

Number of shareholders

Number of shares

% of paid-up equity

1. Strategic Shareholders and Related Parties

1.1 Board of director, Manager, Executive, Related parties

12 2,016,689,208 54.07%

1.2 Shareholders who hold > 5% included related parties

1 470,628,593 12.62%

1.3 Authorized person - - -

2. Retail common stock shareholder who hold the share at least 1 Board lot 10,791 1,242,682,199 33.31%

3. Retail common stock shareholder who hold the share less than 1 Board lot

- - -

Sum of common stock share holder 10,804 3,730,000,000 100.00%

The Major Shareholder : As of January 24, 2013.

Name Proportion after IPO Proportion before IPO

Number of share

Percentages of Paid-up Equity

Number of share


1. Ahunai Group/1 1,654,768,083 44.36% 1,653,748,083 52.17%

Mr. Somphote Ahunai 1,509,660,186 40.47% 1,509,660,186 47.62%

Mr. Somboon Ahunai 64,959,188 1.74% 64,959,188 2.05%

Mr. Julin Ahunai 29,448,053 0.79% 29,448,053 0.93%

Ms.Blanca Shulan Huang 25,983,607 0.70% 25,983,607 0.82%

Ms. Supaporn Ahunai 23,697,049 0.64% 23,697,049 0.75%

Name Proportion after IPO Proportion before IPO

Number of share


Number of share


Ms. Wilai Ahunai 1,020,000 0.03% 0 0.00%

2. FIRST ASIA INVESTMENT LIMITED/2 470,628,593 12.62% 470,628,593 14.85%

3. Chiannilkulchai Group 209,615,603 5.62% 209,615,603 6.61%

Ms. Mukda Boonsieng 146,118,154 3.92% 146,118,154 4.61%

Mr. Wutthilerd Chiannilkulchai 63,497,449 1.70% 63,497,449 2.00%

4. Phanichphol Group 151,318,889 4.06% 151,288,889 4.78%

Mr. Suwicha Phanichphol 147,314,426 3.95% 147,314,426 4.65%

Ms. Sujira Sinhathoen 4,004,463 0.11% 3,974,463 0.13%

5. Sapthaweekul Group/3 133,695,522 3.58% 131,370,522 4.14%

Mr. Amorn Sapthaweekul 105,868,316 2.84% 105,868,316 3.34%

Mr. Arnat Sapthaweekul 27,827,206 0.75% 25,502,206 0.80%

6. Mr. Luchai Phukhananant 126,829,508 3.40% 123,429,508 3.89%

7. Ms. Sarinara Fuekkarnka 72,754,098 1.95% 72,754,098 2.30%

8. Ms. Thitiporn Mekjit 39,039,910 1.05% 38,975,410 1.23%

9. Mr. Prasit Srisuwan 29,101,639 0.78% 29,101,639 0.92%

10. Mr. Tharathip Tharathammarat 21,359,923 0.57% 21,359,923 0.67%

Other 820,888,232 22.00% 267,727,732 8.44%

Total 3,730,000,000 100.00% 3,170,000,000 100.00%

Note: /1 - Mr. Somphote Ahunai (Director) has parent who name is Mr.Polsit Ahunai who hold 610,000 shares or 0.0164%

/2 - The ultimate shareholder of FIRST ASIA INVESTMENT LIMITED is Mr. Lee Chee Seng, Christopher, the Singaporean, by holding shares via Green Prosperity holding Limited /3 - Mr. Amorn Sapthaweekul (Director) has parent who name is Mr. Sombat Sapthaweekul who hold 5,000 shares or 0.0001%

Foreign shareholder : As of January 24, 2013. There are 68 foreign shareholders who hold 482,893,026 share or 12.95 percentages of the paid-up equity. Note: The company has restriction on the shares held by foreigner according to the company

regulation No.12 which states that “The company’s shares are freely transferable without restriction, except for the transfer that will result in the increasing of the holding portion of the foreign shareholder over 49 percentages of the total paid up shares of the company”

Board of Directors :

Name Position Effective date

1. Mr. Somjainuek Engtrakul Chairman 12 March 2008

2. Mr. Sutham Songsiri Director 12 March 2008

3. Mr. Wutthilerd Chiannilkulchai Director 1 January 2008

4. Mr. Somphote Ahunai Director and Chief Executive Officer 1 January 2008

5. Mr. Amorn Sapthaweekul Director 17 June 2009

6. Mr. Chaiwat Phongphisitsakun Chairman of the Audit Committee

and Independent Director

12 March 2008

7. Mr. Bawarnchat Chatchai Audit Committee Member


26 November 2010

8. Mr. Banrat Phichayakorn Audit Committee Member 12 March 2008

Name Position Effective date


9. Mr. Chaiyanant Thamsujarit Audit Committee Member


7 August 2012

Remark : Mr. Chaiwat Phongphisitsakun specialized in accounting and finance Audit Committee : Audit Committee as of 30 September 2012

Name Position

1. Mr. Chaiwat Phongphisitsakun Chairman of the Audit Committee

2. Mr. Bawarnchat Chatchai Audit Committee

3. Mr. Banrat Phichayakorn Audit Committee

4. Mr. Chaiyanant Thamsujarit Audit Committee

Remark : The Audit Committee Secretary is Mr.Roongroj Pairojpeerapaisan Roles and responsibilities.

The Audit Committee's duties and responsibilities under the Charter of the Audit Committee of the Company is consistent with the requirements and regulations of SEC and SET. The Audit Committee reports directly to the Board of Directors. The duties and responsibilities can be summarized as follows. 1) Financial Report

- Ensuring the integrity of financial report, considering the completeness the financial report and evaluating the appropriateness of accounting principles used in financial report.

- Reviewing of issues relating to accounting and financial report that are material, complex or unusual transactions which are needed to use judgment in deciding.

- Review the risk evaluation result, in relation to financial reporting and also risk minimizing plan with management and auditor

- Review the Company’s internal control efficiency in relation to financial reporting processes

2) Internal control

- Review that management set internal control including suitable internal control for information technology and communication procedure for important of internal control and enterprise risk management in the whole organization

- Review to ensure that issued about internal control which internal audit and external auditor raised was fixed by management.

3) Internal audit

- Review and approve annual internal audit plan including personel and necessary resourse in operation process.

- Review activities and operation procedure of internal audit department to work in independent environment.

- Review efficiency of internal audit operation that comply with internal audit standard 4) Compliance with relevant laws and regulations

- Consider revised laws and regulations, which related to the Company’s operation, as gradually proposed by internal audit department

- Review the findings by regulators and correction procedure and report to the board of directors

- Review the efficiency of complicance procedure in connection to laws and regulations updating and correction processes

5) Risk management

- Review the adequacy of risk management policy and procedure of the Company and related companies

6) Consider the accuracy and adequacy or the Company’s disclosure in connection with the Connected Transactions or the transactions that may lead to conflicts of interests

7) Consider, select and nominate the auditor and the auditor’s fee

- Be responsible to consider, select and nominate the auditor and the auditor’s fee 8) Comply with Code of Ethic and Code of Conduct

- Review to ensure that Code of Ethic, Code of Conduct and the policy to protect the conflicts of interests are biding and acknowledged by all management and employees

- Promote to comply with Code of Ethic, Code of Conduct and the policy to protect the conflicts of interests

9) Provide audit committee activity report to disclose in the Company’s annual report and the report is signed by the chairman of audit committee

10) Other responsibilities

- Perform any other act as assigned by the Company’s board of directors

- Review and assess the audit comittee charter regularly and request for approval from the board of directors for any revision

- Setting for self assessment at least once a year and present the result to board of director

Term for holding office 1. Chairman 3 years 2. Member 3 years

Condition to get listed : - None-

Silent Period :

Shareholders, who own common shares of 2,051,500,000 shares or 55% of paid up capital

before the company’s public offering, certify to the Stock Exchange of Thailand that, after the initial

public offering, their shares will not be sold for the period of one year from the first trading date. Upon

the expiry of 6 months period of the prescribed time, those shareholders will be allowed to sell of 25%

of the total amount of shares prohibited for sale and the rest after one year.

Any waiver from the SET : - None - Other important matters : -None- Statistics :

Separate Financial Statements

Energy Absolute Public Company Limited -----------Thousand baht--------------------------Baht/Share----------------

Fiscal year Revenue from sale

Net Income/Loss

Net Income/ Loss

Dividend Book value/1

Dividend per net income(%)/2

2009 2,247,175.57 46,158.76 0.02 0.03 0.13 162.48

2010 2,624,814.78 27,048.91 0.01 0.01 0.19 100.00

2011 5,423,982.51 68,426.43 0.02 0.02 0.32 85.28

9 months of 2012 3,647,080.90 84,548.81 0.03 - 0.37 0.00

Note : * Par value at baht 0.10 /1 – Calculated from Equity ÷ paid-up capital shares at year ended /2 – Calculated from dividend paid ÷ Net income from separate financial statements

Consolidated financial statements Energy Absolute Public Company Limited - Consolidated financial statements

-----------Thousand baht--------------------------Baht/Share---------------

Fiscal year Revenue from

sale Net

income/loss Net

income/loss Dividend

Book value/1

Dividend per net income (%)/2

2009 2,539,044.68 47,462.83 0.02 0.03 0.13 158.03

2010 2,624,814.78 26,914.78 0.01 0.01 0.19 100.52

2011 5,423,982.51 63,015.57 0.02 0.02 0.32 92.60

9 months of 2012 3,647,080.90 69,767.20 0.02 - 0.35 0.00

Note : * Par value at baht 0.10 /1 – Calculated from Equity ÷ paid-up capital shares at year ended

/2 – Calculated from dividend paid ÷ Net income from consolidated financial statements Separate financial statement

Energy Absolute Public Company Limited – Separate Financial Statements For the period ended 2009 – 9 months period ended September 30,2012

Statements of Financial Position

Ended 31 Dec 09 (Restated)

Ended 31 Dec 10

Ended 31 Dec 11

Ended 31 Dec 12

Million baht Million baht Million baht Million baht

Cash and cash equivalent 2.73 61.69 96.14 64.35 Trade account receivable - net 127.11 317.89 222.74 194.91

Inventory - Net 101.00 161.19 178.54 160.76

Loan to affliliate company 0.00 0.05 0.05 32.20

Loan to personal and other company 0.00 0.00 0.63 0.39

Deposit for purchase of goods 0.03 3.35 0.00 0.00

Account receivable – revenue department 6.05 0.00 0.00 0.00

Oil fuel fund subsidies receivable 0.10 10.20 7.82 0.22

Advance for purchase of land 0.00 0.00 13.79 14.42

–Other current asset - Net 1.71 9.08 5.60 1.18

Total current asset 238.73 563.45 525.31 468.43

Deposits at financial institutions used as collateral 55.28 55.66 56.10 134.80

Advance for interest in subsidiaries 0.00 0.00 0.00 0.00

Investments in subsidiaries 0.30 0.30 119.15 224.68 Long term loan to personal and affiliated company 0.00 0.00 131.40 71.40

Long term loan from non related parties 0.00 0.00 0.00 0.00

Property plant and equipment - Net 456.57 464.80 823.92 1,033.24

Other non current asset - Net 0.75 0.75 9.65 2.12

Total non current asset 512.90 521.51 1,140.21 1,466.24

Total asset 751.63 1,084.96 1,665.52 1,934.67

Short term loan from financial institutions 176.12 180.67 178.36 449.38

Trade account payable 23.42 104.17 102.21 48.21

Other payable 2.26 16.26 32.35 16.47

Short term loan from related persons 54.00 0.00 0.00 0.00

Payable from factoring contract 0.00 80.80 0.00 0.00 Current portion of long-term loans from financial institutions 34.18 46.69 52.53 65.04

Current portion of finance lease liabilities 0.00 0.00 0.23 1.36

Account payable for asset 30.04 9.67 65.80 16.95

Income tax payable 0.03 1.37 0.00 0.00

Accrued expense 4.03 8.93 0.00 0.00

Advance deposit from goods 1.50 1.78 29.15 3.11

Retention from construction contract 0.00 0.00 0.00 0.00


Ended 31 Dec 10

Ended 31 Dec 11

Ended 31 Dec 12


Other non current liabilities - Net 0.55 54.97 32.93 12.11

Total current liabilities 326.13 505.31 493.55 612.64

Long-term loans from financial institutions - net 89.57 42.87 181.44 149.66

Finance lease liabilities - net 0.00 0.00 0.66 3.19 Employee benefit obligations 0.00 0.00 0.83 0.99

Total non-current liabilities 89.57 42.87 182.93 153.84 Total liabilities 415.70 548.18 676.48 766.48

Authorized share capital 360.00 360.00 360.00 373.00

Issued and paid-up share capital 250.00 279.38 305.00 317.00

Premium on ordinary shares 0.00 219.42 578.10 746.10

Retained earnings

Appropriated– - Legal reserve 4.10 6.80 12.40 12.40

Unappropriated 81.83 31.18 93.54 92.69

Other components of equity 0.00 0.00 0.00 0.00 Equity attributable to owners of the Company 335.93 536.78 989.04 1,168.19

Non-controlling interests 0.00 0.00 0.00 0.00

Total equity 335.93 536.78 989.04 1,168.19

Total liabilities and equity 751.63 1,084.96 1,665.52 1,934.67


Statement of comprehensive income

FY 2009 (Restated)

FY 2010 FY 2011

For 9 months period in 2012

Million baht

Million baht

Million baht

Million baht

Revenue from sale - net Revenue from sale – Biodiesel oil 1,689.79 1,851.55 3,113.90 2,518.78 Revenue from sale – Hi speed diesel oil 441.44 583.45 1,149.62 673.43 Revenue from sale – Pure glycerine 36.87 67.70 78.60 17.53 Revenue from sale – Liquefied petroleum gas 0.00 117.14 1,055.85 366.28 Revenue from sale – Raw material and by product 79.08 4.97 26.01 71.06

Total revenue from sale 2,247.18 2,624.81 5,423.98 3,647.08 Cost of goods sold 2,131.05 2,504.06 5,192.51 3,463.06

Gross profit 116.13 120.75 231.47 184.02 Other income 5.02 2.92 10.22 16.70

Income before expenses 121.14 123.67 241.70 200.72 Selling expense 22.97 38.68 104.02 50.87 Administrative expense 36.01 41.49 51.90 50.62

Profit before finance costs and income tax expense 62.17 43.49 85.78 99.23 Financial costs 9.64 15.03 17.35 14.68

Profit before income tax expense 52.53 28.47 68.43 84.55 Income tax expense 6.37 1.42 0.00 0.00

Profit for the period 46.16 27.05 68.43 84.55


Statements of cash flows Unit : Miliion Baht

FY 2009

(Restated) FY 2010 FY 2011

For 9 months

period in

2012

Net cash provided by (used in) operating activities (135.36) (63.31) 197.31 8.33

Net cash provided by (used in) investing activities (221.36) (48.69) (608.46) (386.48)

Net cash provided by (used in) financing activities 328.63 170.96 445.60 346.36

Net increase (decrease) in cash and cash equivalents (28.09) 58.96 34.45 (31.79)

Cash and cash equivalents at beginning of period 30.82 2.73 61.69 96.14

Cash and cash equivalents at end of period 2.73 61.69 96.14 64.35

Energy Absolute Public Company Limited - Consolidated financial statements For the period ended 2009 – 9 months period ended September 30,2012

Statements of Financial Position


Ended 31 Dec 10

Ended 31 Dec 11

Ended 30 Sep 12


Cash and cash equivalent 3.61 63.34 181.30 123.02 Trade account receivable - net 127.11 302.73 177.84 184.77

Other receivable 6.08 11.85 43.31 4.78

Short term loan to personal and other company 0.00 0.00 10.63 0.39

–Inventory – net 101.59 161.19 178.54 160.76

Oil fuel fund subsidies receivable 0.10 10.20 7.82 0.22

Advance for purchase of land 0.00 0.00 13.79 14.42

–Other current asset - net 1.71 0.59 11.38 35.99

Total current asset 240.20 549.90 624.61 524.35

Deposits at financial institutions used as collateral 55.28 55.65 56.10 136.17

Long term loan to personal and related company 0.00 0.00 60.00 0.00

Long term loan to non related parties 0.00 0.00 4.01 4.01

Property plant and equipment - net 456.57 464.80 927.73 1,621.31

Intangible asset - net 0.00 0.00 42.46 42.46

Other non current asset - net 0.75 0.75 9.97 2.61

Total non current asset 512.60 521.20 1,100.27 1,806.56

Total asset 752.80 1,071.10 1,724.88 2,330.91

Short term loan from financial institutions 176.12 180.67 178.36 449.38

Trade account payable 22.93 125.91 102.21 48.21

Other payable 2.26 3.50 32.92 18.17

Short term loan from related parties 54.00 0.00 30.60 0.00

Account payable from factoring contract 0.00 80.80 0.00 0.00 Current portion of long-term loans from financial institutions 34.18 46.69 52.53 109.17

Current portion of finance lease liabilities 0.00 0.00 0.23 1.36

Account payable for asset 30.04 9.67 65.80 16.97

Income tax payable 0.16 1.37 0.00 0.00

Accrued expense 4.05 0.00 0.00 0.00

Advance deposit from goods 1.50 15.67 29.15 3.11

Retention from construction contract 0.00 0.00 0.00 53.61

Other current liabilities 0.67 25.92 33.00 26.83


Ended 31 Dec 10

Ended 31 Dec 11

Ended 30 Sep 12


Total current liabilities 325.91 490.20 524.80 726.81

Long term loan from related parties 0.00 0.00 0.24 0.25

Long-term loans from financial institutions - net 89.56 42.87 181.44 495.35

Finance lease liabilities - net 0.00 0.00 0.66 3.19 Employee benefit obligations 0.00 0.00 0.82 0.99

Total non current liabilities 89.56 42.87 183.16 499.78 Total liabilities 415.47 533.07 707.96 1,226.59

Authorized share capital 360.00 360.00 360.00 373.00

Issued and paid-up share capital 250.00 279.38 305.00 317.00

Premium on ordinary shares 0.00 219.42 578.10 746.10

Retained earnings

Appropriated– - Legal reserve 4.10 6.80 12.40 12.40

Unappropriated 83.21 32.42 89.37 73.74

Other components of equity 0.00 0.00 0.00 (46.39) Equity attributable to owners of the Company 337.31 538.02 984.87 1,102.85

Non-controlling interests 0.01 0.01 32.03 1.47

Total equity 337.32 538.03 1,016.90 1,104.32

Total liabilities and equity 752.80 1,071.10 1,724.88 2,330.91


Statement of comprehensive income

FY 2009 (Restated)

FY 2010 FY 2011


Million baht Million baht

Million baht

Million baht

Revenue from sale - net Revenue from sale – Biodiesel oil 1,664.66 1,851.55 3,113.90 2,518.78 Revenue from sale – Hi speed diesel oil 758.44 583.45 1,149.62 673.43 Revenue from sale – Pure glycerine 36.87 67.70 78.60 17.53 Revenue from sale – Liquefied petroleum gas 0.00 117.14 1,055.85 366.28 Revenue from sale – Raw material and by product 79.07 4.98 26.01 71.06

Total revenue from sale 2,539.04 2,624.82 5,423.98 3,647.08 Revenue from rendering of services 0.00 0.00 0.00 6.18

Total revenue 2,539.04 2,624.82 5,423.98 3,653.26 Cost of goods sold 2,418.86 2,504.05 5,192.51 3,463.06 Cost of rendering of service 0.00 0.00 0.00 5.83 Total cost of goods sold and rendering of serice 2,418.86 2,504.05 5,192.51 3,468.89

Gross profit 120.18 120.77 231.47 184.37 Other income 3.07 2.91 7.34 13.72

Income before expenses 123.25 123.68 238.81 198.09 Selling expenses 23.34 38.68 104.02 51.39 Administrative expenses 36.20 41.64 56.09 55.76

Profit before finance costs and income tax expense 63.71 43.36 78.70 90.94 Financial costs 9.58 15.03 17.58 21.33

Profit before income tax expense 54.13 28.33 61.12 69.61 Income tax expense 6.66 1.42 0.00 0.00

Profit for the period 47.47 26.91 61.12 69.61

Other comprehensive income 0.00 0.00 0.00 0.00

FY 2009 (Restated)

FY 2010 FY 2011


Million baht Million baht

Million baht

Million baht

Total comprehensive income for the period 47.47 26.91 61.12 69.61

Profit (loss) attributable to: Owners of the Company 47.46 26.91 63.01 69.76 Non-controlling interests 0.01 0.00 (1.89) (0.15)


Statements of cash flows Unit : Miliion Baht

FY 2009

(Restated) FY 2010 FY 2011

For 9 months

period in 2012

Net cash provided by (used in) operating activities (135.64) (62.59) 188.43 36.61

Net cash provided by (used in) investing activities (221.36) (48.64) (544.34) (800.48)

Net cash provided by (used in) financing activities 328.63 170.97 473.87 705.58

Net increase (decrease) in cash and cash equivalents (28.37) 59.73 117.96 (58.29)

Cash and cash equivalents at beginning of period 31.97 3.61 63.34 181.30

Cash and cash equivalents at end of period 3.61 63.34 181.30 123.02

Additional Information :

Currently, the company generates revenue its solar power plant project which is the 8-MW Solar Power plant in Lopburi. The expected revenue of full-year operation of 2013 is 149.17 million baht, with net profit of 63.49 million baht per year. The company also expects to generate revenue from another solar power plant project 90-MW Solar Power plant in Nakhonsawan in late 2013. The expected revenue of full-year operation of 2014 is 1,586.35 million baht, with net profit of 915.75 million baht. Combining the mention projects, the company revenue structure is shown below.

Company Performance (full-year)

Financial Projection of Biodiesel Business and 8-MW

Solar Power plant

Financial Projection of Biodiesel Business, 8-MW Solar Power plant

and 90-MW Solar Power plant

For 2013 For 2014

Amount (million baht)

% Amount (million baht)

%

Revenue

Biodiesel 4,374.40 96.70 4,374.40 71.60

8-MW Solar Power plant 149.17 3.30 149.17 2.44

90-MW Solar Power plant - - 1,586.35 25.96

Total Revenue 4,523.57 100.00 6,109.92 100.00

Net Profit

Biodiesel 73.30 53.59 73.30 6.96

Solar Power plant Project 63.49 46.41 979.24 93.04

Total Net Profit 136.79 100.00 1,052.54 100.00

Net Profit Margin 3.02 % 17.23 %

EPS 0.0367 baht per share 0.2822 baht per share

Remark : - Revenue and net profit is calculated from annualized of 9 month actual performance in 2012, excluding liquefied petroleum gas business which is discontinued and revenue from service which is not the company’s core business

- EPS is calculated on the base share of 3,730,000,000 shares, which is the total paid-up shares after the Initial Public Offering (IPO)

Moreover, the company’s projected cash flow in 2014 from the full-year revenue of Solar Power plant in both Lopburi and Nakhonsawan which will be used for construction of 90-MW Solar Power plant in Lampang in 2014 and the company’s projected cash flow in 2015 from the full-year revenue of Solar Power plant in Lopburi, Nakhonsawan and Lampang which will be used for construction of 90-MW Solar Power plant in Phitsanulok in 2015 are shown below.

Summary of expected cash flow for the fiscal year 2014, demonstrates the funding for 90-MW solar power plant in Lampang province for the fiscal year 2014.

FY 2014

Financial Projection

Biodiesel, 8-MW solar power plant (Lopburi) and 90-MW solar power plant (Nakhon Sawan)

FY 2014 (Baht million)

Base Case Powerplants’ profit decreases by 10%

Powerplants’ profit decreases by 20%

Revenue from sale - Biodiesel 4,374.40 4,374.40 4,374.40

Revenue from sale – 8-MW solar power plant, Lopburi 149.17

Revenue from sale – 90-MW solar power plant, Nakhon Sawan 1,586.35

Total Revenue 6,109.92

Profit - Biodiesel 73.30 73.30 73.30

Profit – 8-MW solar power plant, Lopburi 63.49 57.14 50.79

Profit – 90-MW solar power plant, Nakhon Sawan 915.75 824.18 732.60

Total Net Profit 1,052.54 954.62 856.69

Add depreciation – Biodiesel 53.65 53.65 53.65

Add depreciation - 8-MW solar power plant, Lopburi 33.14 33.14 33.14

Add depreciation - 90-MW solar power plant, Nakhon Sawan 274.65 274.65 274.65

Net cash provided by (used in) operating activities 1,413.98 1,316.05 1,218.13

Remark: The internal cash flow of the company using to calculate the funding for 90-MW solar power plant (Lampang) in the fiscal year 2014, comes from cash flow from biodiesel business, and is calculated from 9 months performance of the fiscal year 2012 and annualized. But the calculation is not included revenue and profit from liquidated LPG business, and not included other non-core businesses. Moreover cash flow from solar power plant business is calculated from cash flow in the fiscal year 2014 of 8-MW solar power plant (Lopburi) and 90-MW solar power plant, (Nakhon Sawan).

Summary of expected cash flows for the fiscal year 2015, demonstrates the funding for 90MW solar power plant in Phitsanulok province for the fiscal year 2015.

FY 2015

Financial Projection

Biodiesel, 8-MW solar power plant (Lopburi) and 90-MW solar power plant (Nakhon Sawan)

FY 2015 (Baht million)

Base Case Powerplants’ profit decreases by 10%

Powerplants’ profit decreases by 20%

Revenue from sale - Biodiesel 4,374.40 4,374.40 4,374.40

Revenue from sale – 8-MW solar power plant, Lopburi 149.17

Revenue from sale – 90-MW solar power plant, Nakhon Sawan 1,586.35

Revenue from sale – 90-MW solar power plant, Lampang 1,586.35

Total Revenue 7,696.27

Profit - Biodiesel 73.30 73.30 73.30

Profit – 8-MW solar power plant, Lopburi 63.49 57.14 50.79

Profit – 90-MW solar power plant, Nakhon Sawan 915.75 824.18 732.60

Profit – 90-MW solar power plant, Lampang 915.75 824.18 732.60

Total Net Profit 1,968.29 1,778.79 1,589.29

Add depreciation – Biodiesel 53.65 53.65 53.65

Add depreciation - 8-MW solar power plant, Lopburi 33.14 33.14 33.14

Add depreciation - 90-MW solar power plant, Nakhon Sawan 274.65 274.65 274.65

Add depreciation - 90-MW solar power plant, Lampang 274.65 274.65 274.65

Net cash provided by (used in) operating activities 2,604.38 2,414.88 2,225.38

หมายเหตุ: The internal cash flow of the company using to calculate the funding for 90-MW solar power plant (Phitsanulok) in the fiscal year 2015, comes from cash flow from biodiesel business, and is calculated from 9 months performance of the fiscal year 2012 and annualized. But the calculation is not included revenue and profit from liquidated LPG business, and not included other non-core businesses. Moreover cash flow from solar power plant business is calculated from cash flow in the fiscal year 2015 of 8-MW solar power plant (Lopburi), 90-MW solar power plant, (Nakhon Sawan) and 90-MW solar power plant, (Lampang).

Prepared by : Asset Pro Management Company Limited

I responsible for the correction of information

(Company seal)

_____________________________ _____________________________ (Mr. Amorn Sapthaweekul) (Mr. Wutthilerd Chiannikulchai) Director Director

- information memorandum - energy absolute public company...

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