สรุปข้อสนเทศ- information memorandum - namyong terminal public company...

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(Translation: If there is any discrepancy, please refer to the Thai version)

- Information Memorandum -

Namyong Terminal Public Company Limited (“NYT”)

Head Office 19th Floor Lumpini Tower (Room No. 1168/52) Rama 4 Road, Thungmahamek, Sathorn, Bangkok 10120

Tel.: 0-2679-7357 Fax.: 0-2285-6642 Website: www.namyongterminal.com

Terminal Location A5 Terminal, Laem Chabang Port, Tungsukla, Sriracha, Chonburi Tel.: 038-401062-4 Fax.: 038-401051

Listing Date As at 25 November 2013 (Trading commencement on 25 November 2013)

Listing Securities 620,000,000 common shares with a par value of 1 baht per share, totaling 620,000,000 baht

Capital As of 25 November 2013 (Trading commencement) Registered Capital 620 million baht

Common Shares 620 million baht Paid-up Capital 620 million baht

Common Shares 620 million baht

Secondary Market The Stock Exchange of Thailand (the “SET”)

Offering Price 11.90 baht per share

Offering Date 13-15 November 2013

Objectives and Plans for Utilizing the Capital Increase

Namyong Terminal Public Company Limited (“NYT” or the “Company”) intends to use the proceeds from this share offering, approximate amount of 2,380 million baht (after the selling and underwriting fee, and other related expenses), for the following objectives:

Objectives Estimated Amount

(million baht) Estimated Period to Use the Proceed

1. Loan repayment to financial institutions 800 Within 2013 2. Business expansion 800 - 1,500 2014 - 2015

3. Working capital The residual from above

investment -

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Green Shoe Option

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Type of Business and Nature of Operation

Product Characteristics

NYT is a Roll-on/Roll-off (“Ro/Ro”) and general cargo terminal operator of A5 Terminal which is located at Laem-Chabang Port (Sriracha district, Chonburi), Thailand’s main deep-sea port for international shipment. The main goods that shipped through A5 Terminal are exported cars produced in Thailand and imported cars from foreign countries. NYT is a Ro/Ro terminal operator with the highest volume of cars exported through the terminal in Thailand as for year 2010 to 2012 and first-half of 2013, number of cars exported through A5 Terminal are 739,040 units, 596,277 units, 833,231 units, and 427,522 units, respectively which accounted for an average market share of 81.18% of total Thailand’s car exports.

In addition, large-sized and high-valued goods used for a project cargo can also be shipped through A5 Terminal as its berth’s depth allows for a large vessel to dock. Beside the terminal’s physical advantage, NYT’s professtional terminal management resulted in seamless handling process and efficient shipment.

NYT provides full scope of services for car exports and imports through A5 Terminal which can be categorized as follows:

1. Terminal service

1.1 Service to shipping lines for the use of berth in docking their vessels at berth (Berth Hire)

A5 Terminal is composed of 3 berths with total berth length of 697 metres and berth depth of approximately 17 metres from the mean sea level. Therefore, the feature of the terminal is sufficient for a vessel with the maximum permissible deadweight up to 80,000 DWT to dock at berth.

The main clients of A5 Terminal are exporters and importers, and shipping lines. Most of the exporters are car makers having production hubs in Thailand such as Toyota, Honda, Isuzu, Mitsubishi, Ford & Mazda, and Nissan, etc. These car makers will contact shipping lines that specialize in cars’ shipment to pick-up cars from the terminal and deliver to their destinations worldwide.

1.2 Service to shipping lines for the use of berth in moving cars on and off vessels (Wharfage)

When shipping lines dock their vessels at A5 Terminal’s berth, NYT will provide wharfage service by allowing shipping lines’ stevedore to move the cars from the berth area on and off vessels. Types of goods shipped through the terminal consist of export cargo, import cargo, through cargo, and transshipment cargo.

1.3 Service to car makers for moving cars (or cargo) within the terminal (Wharf Handling)

The terminal area for wharf handling service is 247,000 square metres which is able to accommodate 15,437 cars simultaneously. For wharf handling service, NYT will move exported cars from receiving area to

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pre-loading area in order to hand over exported cars to shipping lines and move imported cars from berth area to import area in order to pass on to importers. Moreover, NYT also moves transshipment cargo from berth area to be kept at pre-loading area in order to hand over to the next shipping lines.

1.4 Service to car makers for short-term car storage at the terminal

When the Company receives exported cargo at receiving area and receive imported or transshipment cargo at berth area, exporters or importers can store their cars or cargo in the terminal without any charges for a specified period of time (free-time). A tariff would be imposed when the storing peiod exceeds free-time.

2. Supporting car storage area and warehousing services

2.1 Supporting car storage area service

NYT provides supporting car storage area service for cars preparation before being exported or after being imported. Car storage areas are in proximity of A5 Terminal and in Laem Chabang Industrial Estate. The total supporting car storage area is 486,123 square metres (as of 30 June 2013) which can accommodate approxminately 30,113 cars simultaneously.

2.2 Warehousing service

As of 30 June 2013, NYT has a total warehousing area of 155,113 square metres which can be divided into open yard area of 55,763 square metres, covered storage of 98,350 square metres, and a storehouse at Zone 1A of 1,000 square metres. A storehouse at Zone 1A is currentlly used to store general cargoes such as forklift trucks and boxes of automotive parts, etc.

3. Other services related to NYT’s core business

3.1 Service to shipping lines for moving cars from the berth area on and off vessels (Stevedore on Board)

Normally, the shipping lines will be responsible for handling stevedore on board process. However, Toyofuji Shipping Company Limited (“Toyofuji”), the shipping line of Toyota, trusts in NYT to provide this service. To serve Toyofuji, NYT outsources this service to a specialized company while still remains in control of the service quality.

3.2 Office rental service at A5 Terminal

NYT offers an office area at the terminal to its main business partners such as shipping lines and contractors to be used as thier operation center, resulting in an effective cooperation between NYT and its business partners.

3.3 Other services related to the shipment such as equipments rental service and cars cleaning service

In addition to A5 Terminal service as described above, in year 2012 NYT and Nippon Yusen Kabushiki Kaisha (NYK) Group, a leading global shipping company listed in the Stock Exchange of Japan, jointly invested in Laemchabang International Ro-Ro Terminal Limited (“LRT”) which is a general cargo and Ro/Ro terminal operator of

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C0 Terminal, Laem Chabang Port. LRT provides similar type of services as A5 Terminal such as terminal service and other services relating to core business but does not provide supporting car storage area service, warehousing service, stevedore on board service, and office rental service. Currently, the majority of goods shipped through C0 Terminal is general cargo such as special projects, steel product, etc. However, number of cars shipped through C0 Terminal in the future is expected to increase in accordance with the business plan of NYT. (Please see the details of investment in LRT under “Company Background”)

Revenue Structure

Revenue structure of NYT and its subsidiary can be summarized as follows: Company Consolidated

Items 2010 2011 2012 2012 Jan – Jun 2013

million baht

% million baht

% million baht

% million baht

% million baht

%

Service Revenue: Terminal Services 617.01 68.67 536.39 62.96 758.32 65.08 758.32 65.16 367.58 60.20 Storage Services 231.61 25.78 285.76 33.54 357.90 30.72 357.90 30.75 211.62 34.66 Other Services 26.78 2.98 25.74 3.02 33.62 2.89 33.62 2.89 19.63 3.21 Total Service Revenue 875.41 97.43 847.90 99.53 1,149.85 98.68 1,149.85 98.80 598.83 98.07 Other Revenue 23.05 2.57 4.00 0.47 15.33 1.32 9.56 0.82 6.08 1.00 Profit Sharing from Investment in associate

- - - - - - 4.36 0.37 5.69 0.93

Total Revenues 898.46 100.00 851.90 100.00 1,165.17 100.00 1,163.77 100.00 610.60 100.00

Target Customers

NYT’s target customers are car makers that export cars to worldwide destinations. These customers use the terminal services to export cars to overseas and car storage service to prepare cars before being loaded to the terminal. In addition, cars’ importers are also the Company’s customer.

Nonetheless, car makers that export cars to worldwide destinations are the core customer group of the Company which can be seen from the number of cars exported through A5 in the past decade and the latest half year 2013 showing the exported cars’ proportion of greater than 90.00 percent of total cars through A5.

Source of Supply

1. Supply of area for business operation

1.1 Area according to Agreement for Investment, Construction, Management and Operation of A5 Terminal

NYT signed the Agreement for Investment, Construction, Management and Operation of A5 Terminal with Port Authority of Thailand (“PAT”) on 11 April 1996 and the second amendment on 20 July 2004. Under such agreement, NYT is allowed to develop, manage, and operate A5 Terminal for an export and import cars and general cargoes.

As the main goods that are exported and imported through A5 Terminal are cars, NYT has continuously invested in the infrastructure and expanded the area to support the operations. NYT improved and developed the

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area of 247,000 sq.m. on the terminal to be the world-class standard car parking area. Additionally, the Company constructed water drainage system, facilities, security system as well as prevention system from any dust, dandelion, pine leaf etc. The car parking area on A5 Terminal is highly suitable for car export and import as it is a clear and wide area without any heavy equipment such as cranes that may damage to cars.

Moreover, NYT constructed 2 office buildings (2-storied and 6-storied buildings with total usable area of 2,960 sq.m.) on the terminal using as the center for operations. NYT also constructed a 1,000 sq.m. warehouse on the terminal to keep general cargo as another service to customers.

1.2 Rental area from PAT and Industrial Estate Authority of Thailand (“IEAT”)

NYT signed on rental agreements with PAT and IEAT totaling 12 agreements (as of 30 June 2013) to develop areas to be used as a car storage service and warehousing service. The Company pays a monthly rental fee to PAT and IEAT as stated in each agreement.

2. Outsourcing Service

NYT outsources the stevedore services which include inspect, count and move cars to a third party. In the past, these services were outsourced to Chokechai Group comprised of Chokchai & Son Service Co., Ltd., Chokechai Stevedore Service Co., Ltd., P.D.C. Inspector Co., Ltd., P.D.C. Greenworld Group (Thailand) Co., Ltd., etc. as the group is specialized and reached NYT’s standard for stevedoring services. Later in year 2012, Chokechai Group re-organized its group structure and incorporated a new company named Regent World Plus Co., Ltd. (“Regent”); therefore, since 2013 the stevedore services are provided solely by Regent but with the same stevedore team as Chokechai Group.

Details of stevedore services are as follow:

2.1 Car inspection and counting number of cars

The oursouced company is responsible for counting number of cars and inspecting the cars’ conditions of every car types that are exported and imported through A5 Terminal. The oursouced company is also required to issue reports to NYT upon the completion of cars’ export/import of each vessel, and responsible for any damages that may occur due to its careless and/or negligent actions. Moreover, the stevedores who drive cars are required to pass the training course and the test of NYT to ensure that they truly understand the service operations such as details of each car’s model and characteristics of terminal area.

2.2 Moving cars

The oursouced company is responsible in moving all cars that export and import through A5 Terminal by professional stevedores. It is also required to issue reports to NYT everyday, and responsible for any damages that may occur due to its careless and/or negligent actions. Moreover, the stevedores who drive cars are required to pass the training course and the test of NYT to ensure that they truly understand the service operations such as details of each car’s model and characteristics of terminal area.

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Market Competition

Industries having a direct affect to NYT’s business operation are ports industry for car exports and imports and Thailand’s automotive industry for exports as 80.25% - 89.69% of NYT’s total revenue in year 2010 to a period of 6 months ended 30 June 2013 is the revenue relating to car exports.

1. Ports industry for car exports and imports

Ports in Thailand are established with various objectives which can be divided into 7 categories according to the types of cargoes as follows: (1) container (2) fishing (3) passenger (4) general cargo (5) bulk cargo (6) liquid and (7) automotive

Currently, ports for automotive - Ro/Ro terminal type that provide services for exporting and importing cars are only located at Laem Chabang Port as it is a deep sea port abling to facilitate an extra large vessel (Super Post Panamax) which includes car carrier vessels. Morever, Laem Chabang Port is located in a proximity area of car makers’ production hubs which can help car makers saving their logistics cost and reducing acid ental risk that may occur. At Laem Chabang Port, three terminals are allowed to operate as Ro/Ro terminal for car exports and imports: A1 Terminal, A5 Terminal, and C0 Terminal. Among the three, A5 Terminal is a Ro/Ro terminal with full scope of Ro/Ro terminal services; while A1 Terminal is a passenger and Ro/Ro terminal with the priority giving to passenger vessels. C0 Terminal is a Ro/Ro and general cargo terminal which currently has general cargoes as main goods shipped through the terminal. Therefore, A1 and C0 Terminal do not have a full scope of Ro/Ro terminal service as A5 Terminal. For the past 3 years (2010 – 2012) A5 Terminal has the highest market share among three terminals, i.e. more than 80% of Thailand’s total car exports are exported through A5 Terminal. This proves that A5 Terminal consistently provides a high quality service which resulted in clients’ satisfaction.

2. Thailand’s automotive industry for exports

The export value of cars is in a top rank of Thailand’s total export value. In addition, the number of cars produced and exported has been continually growing. The graph below illustrated the increasing number of cars produced and cars exported in year 2003 to 2012 with CAGR of 14.07% and 17.79%, respectively.

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Number of Thailand’s Cars Produced and Exported Year 2003 – 2012

and for a Period of 6-Month ended 30 June 2012 and 30 June 2013

Sources: The Federation of Thai Industries

In 2009, number of Thailand’s cars produced and exported plummeted due to a worldwide financial crisis which affected many industries, including automotive industry. As a result, world’s leading car makers reduced their production and export capacity, including Thailand that had a decreased number of cars produced from 1,394,029 units in year 2008 to 999,378 units in year 2009 or equivalent to a negative growth rate of 28.31%. In addition, a number of exported cars also reduced from 776,152 units in year 2008 to 535,563 units in year 2009, or equivalent to a negative growth rate of 31.00%. However, in year 2010 number of Thailand’s cars produced and exported rapidly recovered from the year before, with number of cars produced and exported of 1,654,304 units and 895,855 units or equivalent to a growth rate of 64.63% and 67.27% respectively.

In 2011, number of Thailand’s cars produced and exported declined due to Japan’s earthquake and Tsunami, resulting in a shortage of automotive parts supply from Japan. As a result, Thailand’s car makers needed to cut their production and export accordingly. Moreover, during the end of the year Thailand faced a severe flooding crisis, especially in industrial estate zone which is a location of production hubs for automotive parts. Therefore, car makers could not continue manufacturing the cars due to a shortage of automotive parts. This situation leaded to a reduce in number of Thailand’s cars produced and cars exported in year 2011 to 1,457,795 units and 735,627 units respectively, or equivalent ot a negative growth rate of 11.40% and 17.89% respectively. However, there was no announcement from car makers to move their production hubs out from Thailand even they were strongly affected by this flooding crisis. Even the well-known car maker brand Honda, which was severely affected, announced that Thailand is still one of its main production hub in Asia and Oceania, and confirmed that Honda will definitely not move their Thailand’s production hub to Indonesia.

From 2007 onwards, the proportion of Thailand’s cars exported is greater than 50% of Thailand’s cars produced, regardless of Thailand’s and world’s economic conditions, except in year 2012-2013 that the proportion of

Number of cars (Units)

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Thailand’s cars exported to cars produced reduced due to a significant increase in number of cars sold domestically, resulting from the government’s policy of supporting first car purchased.

Number of Thailand’s Cars Produced and Exported for a Year 2003 – 2012 and for a Period of 6-Month ended 30 June 2012 and 30 June 2013

Items 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Jan – Jun

2012 Jan – Jun

2013

Number of Cars Produced (million units)

0.75 0.93 1.13 1.19 1.29 1.39 1.00 1.65 1.46 2.45 1.06 1.34

Growth Rate (%) 28.30 23.66 21.25 5.57 8.36 8.29 (28.31) 64.63 (11.40) 68.32 30.93 26.35

Number of Cars Exported (million units)

0.24 0.33 0.44 0.54 0.69 0.78 0.54 0.90 0.74 1.03 0.46 0.53

Growth Rate (%) 29.51 41.29 32.72 22.29 28.04 12.47 (31.00) 67.27 (17.89) 39.56 14.00 16.92

Proportion of Thailand’s cars exported to produced (%)

31.31 35.78 39.16 45.37 53.61 55.68 53.59 54.45 50.46 41.84 43.07 39.85

Sources: The Federation of Thai Industries

In 2012, cars industry has significantly expanded yoy with 2,453,717 units of cars produced or equivalent to a growth rate of 68.32% as car makers hurrily produced the cars to meed clients’ needs on time and to compensate the amount of cars could not be produced during flooding crisis in year 2011. Besides, there is also a government policy for supporting first car purchased and new car campaign launched to the market that boost car production in year 2012. For car exports, there is an expansion for car exports in Asia, Oceania, Middle East, Africa, Middle America, and South America in which Thailand has 1,026,671 units of cars exports or equivalent to a growth rate of 39.56%.

For a period of first 6 months in year 2013, number of cars produced and exported growed at 26.35% and 16.92% respectively, comparing to the same period of last year. However, the proportion of cars exports to cars production reduced to 39.85% as number of cars sold domestically has significantly increased comparing to a growth rate of cars exports, resulting from a government’s policy of supporting first car purchased and new car campaign launched by car makers. For automotive industry in the third quarter of year 2013, The Office of Industrial Economics of Ministry of Industry Thailand reported that production plan of car makers is expected to produce more than 600,000 cars which are dividied into production for domestic sales of 50% - 55% and for exports of 45% - 50%.

Environmental Impacts

NYT has been emphasizing and recognizing on the environmental impacts by continuously investigate and follow up effects from its business operation on environment. In addition, NYT has prepared the Environmental Impact Assesment Report, which is approved by Office of Natural Resources and Environmental Policy and Planning on 18

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May 2001, and employed Thai Environmental Technic Limited, a juristic person and a laboratory for environmental quality analysis registered with Department of Industrial Works under Ministry of Industry Thailand, to investigate and follow up quality of environment together with preparing a report for NYT to submit to related agencies every 6 months. Thai Environmental Technic Limited prepared a report describing the result of environmental impacts after following preventive and corrective measures. The latest preventive measures from June to December 2011 showed that there was no any problems on environment and completely reported such results to related agencies.

Moreover, NYT is granted a license by Industrail Estate Authority of Thailand to operate business in industrial estate, according to Industrial Estate Authority of Thailand Act, B.E.2522 (1979), and is allowed by Laemchabang City Municipality to operate harzadous-to-health business for providing a supporting car storage area service for car preparation before being exported and warehousing area service, respectively. This approval license specified that NYT must follow envitonmental regulations such as wastewater treatment, wastewater control and investigation, municipal ordinance, Factory Act, B.E. 2535, etc. NYT has been following those environmental regulations restrictly and being granted a renewed license continually.

Summary of Material Contracts 1. Agreement for Investment, Construction, Management and Operation of A5 Terminal

The Parties: Namyong Terminal Public Company Limited (the “Company”) and Port Authority of Thailand (“PAT”)

Objective of the Agreement:

To operate a terminal for Ro/Ro and general cargos at A5 Terminal located in Laem Chabang Port, Chonburi Province.

Term of the Agreement: 25 years, starting from 1 May 1996 – 30 April 2021. The Company may request to extend the agreement period for another 5 years (under the condition that mutually agreed between the parties), by submitting a written application 2 years prior to the agreement expiration date.

Remuneration of the Agreement:

The remuneration includes Annual Fee and Additional Fee. Annual Fee shall be equally paid in each quarter, in which the payments are due at the beginning of the quarter. Additional Fee will incur in the event that cargos transported through the terminal in that year exceed the number stated in the agreement. The payment of Additional Fee shall be paid on an annual basis and are due at the end of the year.

Significant Conditions: ● An Individual and/or juristic persons with Thai Citizen shall hold not less than 51.00% of the Company total shares throughout the agreement period and the Company shall have a registered capital of not less than THB 120 million.

● The Company has its rights over the properties that it acquired for the terminal operation throughout the agreement period, including

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infrastructure, equipment and utilities. However, after the expiration of the agreement, all the immovable properties includes infrastructure shall become the property of PAT. PAT also has the rights to buy all or partial of the movable properties from the Company at current book value.

● PAT will announce Port Charges and Port Tariff rate, in which the Company must not charge its clients exceed PAT’s announced rate.

Termination of the Agreement:

The agreement shall be terminated on the occurrence of the following events: ● The agreement period expires. ● The Company breach any condition set forth in the agreement which

may cause an obstruction or any damages to the management and the operation of the terminal.

● National security reasons, safety or the necessity of public or by the Government’s order, or other reasons likewise.

2. Agreement for Investment, Management and Operation of C0 Terminal

The Parties: Laem Chabang Internaltion RoRo Terminal Company Limited (“LRT”) and Port Authority of Thailand (“PAT”)

Objective of the Agreement:

To provide terminal services for Ro/Ro, conventional and container ships only. Services for other kind of cargo require prior approval from PAT’s before the operation.

Term of the Agreement: 30 years, starting from 1 September 2005 – 31 August 2035. LRT may request to extend the agreement period for another 10 years for 2 times (under the condition that mutually agreed between the parties), by submitting a written application 2 years prior to the agreement expiration date.

Remuneration of the Agreement:

The remuneration includes fixed Annual Fee and Additional Fee. The fees shall be equally paid in each quarter, in which the payments are due at the beginning of the quarter.

Significant Conditions: ● An Individual and/or juristic persons with Thai Citizen shall hold not less than 51.00% of the Company total shares throughout the agreement period and the Company shall have a registered capital of not less than THB 50 million.

● LRT has its rights over the properties that LRT acquired for the terminal operations throughout the agreement period, including

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infrastructure, equipment and other facilities. However, after the expiration of the agreement, all the immovable properties includes infrastructure shall become the property of PAT. PAT also has the rights to buy all or partial of the movable properties from the Company at current book value.

● PAT will announce Port Charges and Port Tariff rate, in which LRT must not charge its clients exceed PAT’s announced rate.

Termination of the Agreement:

The agreement shall be terminated on the occurrence of the following events: ● The agreement period expires. ● LRT breach any condition set forth in the agreement which may

cause an obstruction or any damages to the management and the operation of the terminal.

● National security reasons, safety or the necessity of public or by the Government’s order, or other reasons likewise.

3. Area/Land Rental Agreement for Car Storage Area and Warehouse

Leasor No. of

Contract Contract Period

(Year) Total Area

(Rai)

Total Rental Fee per Month (Baht: Million)

Significant Conditions

PAT 8 1 - 16 years (End 2014– 2022)

304-1-68 The agreement cannot be transferred or sub-lease to others

The Company has the rights over the infrastructure that it acquired. However, after the expiration of the agreement, all the immovable properties shall become the property of PAT. The Company shall demolish other properties that PAT does not require. PAT also has the rights to buy all or partial of the movable properties from the Company at current book value.

PAT may increase rental rates during the agreement period.

IEAT* 4 12 - 20 years (End 2018 - 2025)

109-0-71 The Company has the rights over the properties that it acquired. After the expiration of the agreement, the Company shall vacate the land and/or demolish any structure or building that

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Leasor No. of

Contract Contract Period

(Year) Total Area

(Rai)

Total Rental Fee per Month (Baht: Million)

Significant Conditions

has been erected on the land. The Company may pledge, mortgage or

the leasehold and building with financial institution. However, the Company must inform IEAT within 30 days from such date.

IEAT may increase rental rates during the agreement period in some agreements.

Others 2 3 - 6 years (End 2015 – 2518)

36-1-77 The agreements are services agreement, in which the service provider rent the area from PAT and lease some area to others.

After the expiration of the agreement, all the building shall become the property of PAT. The Company shall demolish other properties that PAT does not require.

Total 14 450-0-16 11.71

* IEAT = Industrial Estate Authority of Thailand

Feasibility Study

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Technical and Management Assistance

- None -

Future Projects

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Related Transactions

1. Related party transaction with related parties

Related party transaction with related parties for a year ended 31 December 2012 and for a period of 6 months ended 30 June 2013 can be summarized as follows:

1.1 Nam Yuen Yong Shipping Company Limited (“Nam Yuen Yong Shipping”) (Operating domestic and international shipping business)

Nam Yuen Yong Shipping is NYT’s major shareholder that holds 30.40% of NYT’s paid-up capital. In addition, NYT and Nam Yuen Yong Shipping have 2 common directors: Mr. Theparak Leungsuwan and Miss Pensri Leungsuwan.

Type of Transaction Description of Transaction

Transaction Value (million baht)

Rationale for and Necessity of Transaction Audit Committee Opinion For a year ended 31 December 2012

For 6 months ended 30 June 2013

Guarantee Nam Yuen Yong Shipping acts as a guarantor against NYT’s loans from financial institutions.

Guarantee Line 170.00


NYT has credit facilities with 2 financial institutions to be used for different purposes. As of 31 December 2012 and 30 June 2013, Nam Yuen Yong Shipping acts as a guarantor against 2 credit facilities: 1 short-term loan and 1 letter of guarantee. Nam Yuen Yong Shipping’s act as a guarantor is one of the other collaterals, according to financial institutions’ conditions. Moreover, NYT is not charged any guarantee fees by Nam Yuen Yong Shipping.

This transaction occurred with necessity to obtain credit facilities from financial institutions which are used for NYT’s operation. Moreover, NYT is not charged any fees for the guarantee. Audit Committee considered and had an opinion that this transaction is reasonable and advantageous to NYT.

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1.2 Laemchabang International Ro-Ro Terminal Limited (“LRT”) (Providing terminal service for transshipment)

LRT is NYT’s associated company as Sapphire RoRo (Thailand) Limited, NYT’s subsidiary, holds 20% of LRT’s common shares. In addition, NYT and LRT have 2 common directors: Mr. Pongthep Leungsuwan and Mr. Amornnat Janyong.





Loan to related parties NYT loans to LRT amounted to 70.00 million baht, which is equivalent to a proportion of NYT’s shareholding in LRT. NYT and LRT enter into a loan agreement dated 24 April 2012.

Beginning Increase Received Ending

0.00 70.00 (0.00) 70.00

Beginning Increase Received Ending

70.00 0.00 (10.00) 60.00

After NYT holding 20% of LRT’s shares, LRT’s former shareholder wanted to discharge their liabilities of a guarantee on loan amounted to 350.00 million baht which LRT obtained from a financial institution. As a result, LRT needs to make a loan repayment for such amount while LRT is not yet granted a loan from other financial institutions to make a loan repayment. Therefore, NYT and NYK Group, as a major shareholder of LRT, decided to loan to LRT according to each shareholding percentage, totaling to 350.00 million baht. NYT provided 20% of total loans or equivalent to 70.00 million baht and charged LRT an interest rate of 6.25% per annum. For a period of 6 months ended 30 June 2013, LRT repaid 10.00 million baht of principle. Moreover, NYT and LRT have made an amendment to a loan agreement by changing an interest rate from a fixed rate to

This transaction occurred with necessity and the loan is granted according to each shareholder’s percentage of shareholding with appropriate interest rate charged. Audit Committee considered and had an opinion that this transaction is reasonable.

Interest received 3.03 2.06

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be a float rate at BIBOR+3%, starting effective from 30 March 2013. Therefore, from 30 March 2013 to 31 October 2013 BIBOR rate will be referred to a rate as of 1 March 2013 which equals to 3.06% or an interest rate charged by NYT to LRT at 6.06% per annum. In addition, this interest rate of 6.06% is also higher than an interest rate of the NYT’s loan from financial institution. However, the reference of BIBOR rate will be changed every 6 months to reflect the market interest rate which next period’s BIBOR rate will be referred to a BIBOR rate as of 1 October 2013.

Other revenue NYT charges LRT a service fee for sending NYT’s employees to work at LRT.

0.93 0.68 NYT sends its employees to work at LRT in order to enable LRT to operate effectively. NYT and LRT have entered into a service agreement dated on 31 March 2013 which will be expired on 31 March 2013 and automatically renewed for another period of 1 year each. NYT also charges LRT a service fee which is the same amount as NYK Group, LRT’s shareholder, charges to LRT.

This transaction occurred with necessity and the service fee charged is appropriate. Audit Committee considered and had an opinion that this transaction is reasonable.

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Guarantee against a letter of guarantee

NYT guarantees against LRT’s letter of guarantee issued by a financial institution. As a result, NYT charges LRT a service fee at a rate of 0.2% of 12.18 milion baht guarantee line.



Since LRT needed to hand on a letter of guarantee to the Port Authority of Thailand in order to be used as a guarantee for the investment in, management and operation of C0 Terminal, NYT as one of the shareholders needs to be a joint-guarantor against this letter of guarantee. In addition, NYT guarantees this letter of guarantee only for a proportion of NYT’s shareholding in LRT. NYT also charges LRT a service fee at a rate of 0.2% of 12.18 milion baht guarantee line which is also the same rate as NYK Group charges to LRT.

This transaction occurred with necessity and each shareholder guarantee for a proportion of each shareholding in LRT. Audit Committee considered and had an opinion that this transaction is reasonable.

Other Revenue 0.004 0.012

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Other account payables NYT uses LRT’s terminal area to park fire trucks.

Beginning Increase Paid Ending

0.00 0.00 (0.00) 0.00

Beginning Increase Paid Ending

0.00 0.11 (0.00) 0.11

LRT charges NYT a service fee for the use of LRT’s terminal area of 4,565 square metres as a parking area for fire trucks as NYT’s supporting area Zone 13G, which is formerly used as a parking area for fire trucks, is currently being underconstructed to build a warehouse which NYT believes to generate a return that can cover NYT’s capital to build and its expenses charged by LRT. To use LRT’s terminal area, NYT and LRT has made an agreement dated 20 June 2013 which will be expired on 19 June 2014 with a fee charged at 273,900 Baht per month or 60 Baht per square metre per month. This rate is also lower than the fee LRT charged others for using the terminal area.

This transaction occurred with necessity as NYT needs to use the area to operate their business to gain the return and the fee charged is appropriate. Audit Committee considered and had an opinion that this transaction is reasonable.

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1.3 The Leung Suwan Estate Company Limited (“Leungsuwan Estate”) (Operating real estate rental and construction business)

NYT and Leungsuwan Estate have 4 common directors: Mr. Theparak Leungsuwan, Miss Pensri Leungsuwan, Miss Pimkarn Leugnsuwan, and Mr. Dhananant Leungsuwan. Moreover, Leungsuwan family, NYT’s major shareholder, is also Leungsuwan Estate’s major shareholder that holds 100.00% of Leungsuwan Estate’s paid-up capital.





Rental expenses NYT rented an office area from Leungsuwan Estate

0.97 0.49 NYT rented an area of 253.39 square metres, which is located on the 15th floor of Lumpini Tower, from Leungsuwan Estate to be used as NYT’s head office. NYT and Leungsuwan Estate has entered into a 3-year agreement starting from 1 April 2011 to 31 March 2014 with a rental fee of 81,052.80 baht per month or 320 baht per square metre per month. This rental fee is comparable to rental fee of other area in the same tower.

This transaction occurred with necessity to facilitate NYT’s clients for business discussion. Audit Committee considered and had an opinion that this transaction is reasonable and the rental fee charged by Leungsuwan Estate is comparable to rental fee of other area in the same tower.

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1.4 Mr. Theparak Leungsuwan (“Mr. Theparak”)

Mr. Theparak is NYT’s director, management and major shareholder that holds 23.36% of NYT’s paid-up capital.





Guarantee Mr. Theparak guarantees against NYT’s loans from financial institutions.

Guarantee Line 1,385.00


NYT has credit facilities with 2 financial institutions as it is necessary to be used for different purposes. As of 31 December 2012 and 30 June 2013, Mr. Theparak guarantees against NYT’s 15 credit facilities: 6 short-term loans, 3 long-term loans, and 6 letters of guarantee. This is a joint guarantee and aside from other collaterals according to financial institutions’ conditions. Moreover, NYT is not charged any fees for a guarantee.

This transaction occurred with necessity to obtain credit facilities from financial institutions which are used for NYT’s operation. Moreover, NYT is not charged any fees for a guarantee. Audit Committee considered and had an opinion that this transaction is reasonable and advantageous to NYT.

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1.5 Miss Pimkarn Leungsuwan (“Miss Pimkarn”) (formerly named as Miss Rachata)

Miss Pimkarn is NYT’s director, management and shareholder that holds 2.32% of NYT’s paid-up capital.





Guarantee Miss Pimkarn guarantees against NYT’s loans from financial institutions.



NYT has credit facilities with 2 financial institutions as it is necessary to be used for different purposes. As of 31 December 2012 and 30 June 2013, Miss Pimkarn guarantees against NYT’s 15 credit facilities: 6 short-term loans, 3 long-term loans, and 6 letters of guarantee. This is a joint guarantee and aside from other collaterals according to financial institutions’ conditions. Moreover, NYT is not charged any fees for a guarantee.


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1.6 Miss Pensri Leungsuwan (“Miss Pensri”)

Miss Pensri is NYT’s director and shareholder that holds 2.32% of NYT’s paid-up capital.





Guarantee

Miss Pensri guarantees against NYT’s loans from financial institutions.



NYT has credit facilities with 2 financial institutions as it is necessary to be used for different purposes. As of 31 December 2012 and 30 June 2013, Miss Pensri guarantees against NYT’s 2 credit facilities: 1 short-term loan and 1 letters of guarantee. This is a joint guarantee and aside from other collaterals according to financial institutions’ conditions. Moreover, NYT is not charged any fees for a guarantee.


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1.7 Miss Phatwadee Leungsuwan (“Miss Phatwadee”)

Miss Phatwadee is NYT’s shareholder that holds 2.32% of NYT’s paid-up capital. Moreover, Miss Phatwadee is a sister of Mr. Theparak Leungsuwan, Mr. Dhananant Leungsuwan, Miss Pensri Leungsuwan, and Miss Pimkarn Leungsuwan who are NYT’s directos, management, and shareholders.





Guarantee Miss Phatwadee guarantees against NYT’s loans from financial institutions.



NYT has credit facilities with 2 financial institutions as it is necessary to be used for different purposes. As of 31 December 2012 and 30 June 2013, Miss Phatwadee guarantees against NYT’s 2 credit facilities: 1 short-term loan and 1 letter of guarantee. This is a joint guarantee and aside from other collaterals according to financial institutions’ conditions. Moreover, NYT is not charged any fees for a guarantee.


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1.8 Port Development and Services Company Limited (“PDS”) (Operating petroleum and gas station business)

NYT and PDS have 1 common director: Mr. Pongthep Leungsuwan. Moreover, Leungsuwan family, NYT’s major shareholder, is PDS’s major shareholder that holds 40% of PDS’s paid-up capital.





Expenses

The Company uses PDS’s area. 0.00

1.44

NYT uses PDS’s area of 13.1 Rai (20,960 square metres) for providing warehousing service to the clients. NYT and PDS entered into an agreement for a period of 3 years, starting from 1 January 2013 to 31 December 2015 with an option to extend for another 3 years. The service fee for using PDS’s area is 240,000 baht per month (average of 11.45 baht per square metre per month) which is lower than the service fee in proximity area.

This transaction occurred with necessity and it supported NYT’s normal business transaction. Audit Committee considered and had an opinion that this transaction is reasonable and the service fee is lower than those in proximity area.

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Tendency of Related Party Transaction with Persons having possibility of conflict of interests Even NYT has a policy to avoid doing a related party transaction, NYT may continue doing such transaction

with related parties having possibility of conflicts of interests in the future as the related party transactions occurred with necessity and advantageous to NYT. Tendency of related party transactions can be summarized as follows:

1) Normal business transaction: such as utility service and vacuum sweeper service. These services are normal business transaction with appropriate fee charges. As a result, NYT expects that this type of transaction continues to occur in the future.

2) Supporting normal business transaction: such as office area rented from Leungsuwan Estate which is expected not to occur from the 4th quarter of year 2013 onwards as the Company purchased a room on 19th floor of Lumpini Tower from other parties in order to be used as a new head office of the Company. This new room is jointly owned between the Company and Leungsuwan Estate with a legally written for each proportion. However, this room is being decorated. For common charges, the Company expects that this transaction will no longer occur again since currently juristic person directly send the invoice of common charges to the Company. For service fee of sending the Company’s employees to work at LRT, the Company expects this transaction to continuously occur because it occurred with necessity for LRT to operate effectively. For service fee of using LRT’s and PDS’s area, this transaction also occurred with necessity to support the Company’s normal business operation.

3) Transaction relating to assets or services: this type of transaction is related to assets or services that the Company has done with persons having possibility of conflicts of interest sometimes such as selling tug boat to Vescon and selling personal passenger car to Mr. Theparak. The Company believes that these transactions may not occur again in the future. However, for the transactions relating to assets or services may occur with necessity.

4) Transaction relating to granting or receiving financial support:

4.1) Receiving financial support such as loan from Nam Yuen Yong Shipping and Mr. Sumit which occurred in the past and the Company believes that this transaction will not occur again in the future since the Company has no policy to loan from related parties. However, for guarantee and advanced payment from related parties, the Company believes that these transactions likely to occur with necessity.

4.2) Granting financial support such as short-term loan to Mr.Theparak which the Company expects that this transaction will not happen again as the Company has no policy to receive or grant financial support to related parties, except for granting financial support to the Company’s subsidiary or associated company such as loan to and guarantee against letter of guarantee for LRT which is done according to a shareholding proportion only and the Company expects that this transaction likely to occur with necessity.

However, the Board of Directors will follow the laws and the Stock Exchange’s regulations as well as other related announcements to ensure that those transactions are reasonable and for the best interest of the Company’s shareholders and the Company will declare related party transactions occurred in form 56-1, annual report and notes of financial statements audited by the Company’s auditor.

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Contingencies and Commitments

1. Operating commitments

Under the Agreement for Investment, Construction, Management and Operation of A5 Terminal with PAT, the Company is to pay remuneration to PAT, with each year's remuneration divided into four installments. Furthermore, if the quantity of goods handled by the Company in any year of operation exceeds a specified quantity, the Company is to pay additional remuneration at the end of that year.

The Company entered into several land lease and service agreements in respect of the leases of land for car storage and warehouses. The terms of agreements cover periods of 3 years to 20 years. The Company recognises land rental expenses using a straight-line basis over the lease terms. As at 30 September 2013, land rental of Baht 84 million (31 December 2012: Baht 83 million) is not yet due.

2. Capital commitments

As at 30 September 2013, the Company had commitments of totalling Baht 198 million (31 December 2012: Baht 198 million) in relation to the constructions of building, warehouse and yards.

3. Guarantees

3.1 As at 30 September 2013, the Company has guaranteed a performance bond amounting to Baht 12 million (31 December 2012: Baht 12 million) provided by bank to Leamchabang International Ro-Ro Terminal Limited.

3.2 There were outstanding bank guarantees issued by banks on behalf of the Company in respect of certain performance bonds as required in the normal course of business as follows:

(Unit: Million Baht)

31 December 2012

30 September 2013

Guarantee the remuneration under the Agreement for Investment, Construction, Management and Operation of A5 Terminal 44.18 44.41

Guarantee payments under the land lease agreements 48.70 56.20

Guarantee the return of deposit received 60.00 60.00

Guarantee electricity use, among others 5.93 0.93

Total 158.81 161.54

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Risk Factors

1. Operating Risk

1.1 Dependency on Numbers of Car Makers

The Company major business is to provide terminal services for exporting and importing cars. The Company depends on revenue from numbers of car makers who are its major clients. However, no revenue from any car maker that accounts for more than 30% of total income in 2012 and 2013. Moreover, to reduce the dependency risk on revenue from numbers of clients, the Company has expanded its business to warehouse management which includes area rental services for cargo storage and also an inventory management service.

1.2 Dependency on Automotive Industry

The Company major revenue comes from providing terminal services for and importing cars. As a result, the regression or slowdown of automotive industry could adversely affect the Company’s financial position and its performance.

However, automotive industry is an industry that the Thai government had continuously supported in the past and expected to continue its support in the future, as it is a major industry that contributes to the country’s economic growth. In 2012, export value of automotive industry was THB 707,712 million, the highest export value of the country. Together with the readiness of the country to be a production hub, the Company believes that car makers will continue to use Thailand as an export-oriented production hub in the future. Furthermore, automotive industry can recovered swiftly, as in 2010 after the hamburger crisis in America in 2011 and in 2012 after a severe flooding crisis in Thailand in 2011.

1.3 Material Agreements with PAT or other landlords may be terminated or cannot be extended

1.3.1. Agreement for Investment, Construction, Management and Operation of A5 Terminal

The Company entered into an agreement with PAT for the rights to operate A5 Terminal for a period of 25 years (1 May 1996 – 30 April 2021), with 5 year extendable period under the conditions that mutually agreed between both parties.

As it is a long term agreement, renewal risk is lower compares to short term agreement. However, the Company’s operational risk remains if PAT requests to terminate the agreement. Hence, PAT could only terminate the agreement in the case that the Company materially breaches major provisions, but such breach is not cured within 90 days after the notice was sent to the Company. Notwithstanding, the Company never received any notice from PAT due to the breaching of the agreement in the last 17 years.

For the risk that the agreement will not be extended after its expiration, since the terminal operations for cars exporting and importing requires knowledge, expertise and experience in the management and operation of the terminal, the Company believes that with its knowledge, expertise and experience in terminal

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operations, together with closed relationships with shipping lines and car makers as well as trust that it has been gaining from PAT, the chance is high that the agreement will be extended for the Company.

Moreover, in the event that the agreement was terminated or cannot be extended, the preliminary assessment of the impact result in the loss of total revenue from terminal services which is the Company’s major revenue (Baht 758.32 million in 2012 and Baht 367.58 million for the six months period ended 30 June 2013) and may also loss partial revenue from storage and other services. These losses may materially and adversely affect its financial situation and performance provided that the Company cannot compensate with revenue from other sources.

1.3.2. Agreement for Investment, Management and Operation of C0 Terminal

The Company holds 20% stake in Laem Chabang International Ro-Ro Terminal Company Limited (“LRT”) (with an option to buy another 29% or maximum shareholding of 49%). LRT is an operator of C0 Terminal for exporting and importing cars under the agreement with PAT for a period of 30 years (1 September 2005 – 31 August 2035), with 10 years extendable period for 2 times, under the conditions that mutually agreed between both parties.

As it is a long term agreement, renewal risk is lower compares to short term agreement. However, the Company’s operational risk remains if PAT request to terminate the agreement with LRT. Hence, PAT could only terminate the agreement in the case that LRT materially breaches major provisions, but such breach is not cured within 90 days after the notice was sent to LRT. Notwithstanding, LRT never received any notice from PAT due to the breaching of the agreement in the last 8 years.

For the risk that the agreement will not be extended after its expiration, since the terminal operations for cars exporting and importing requires knowledge, expertise and experience in the management and operation of the terminal, the Company believes that with LRT’s and its knowledge, expertise and experience in terminal operations, together with closed relationships with shipping lines and car makers as well as trust that it has been gaining from PAT, the chance is high that the agreement will be extended for LRT.

Moreover, in the event that the agreement was terminated or cannot be extended, the preliminary assessment of the impact result in the loss of total revenue from terminal services which is LRT’s major revenue (Baht 211.88 million in 2012 and Baht 153.40 million for the six months period ended 30 June 2013) which may materially and adversely affect LRT’s financial situation and performance provided that LRT cannot compensate with revenue from other sources.

1.3.3. Agreement for Investment, Management and Operation of C0 Terminal

The Company provides supporting car storage area service for car exporters and warehousing service. In sourcing the space to provide these services, the Company entered into 14 area/land rental agreements with PAT, other area service providers and Industrial Estate Authority of Thailand (“IEAT”), with total area of 720,065 sq.m. The supporting car storage area is crucial for terminal services of LRT and the Company.

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Therefore, in the event that any agreement was not extended after its expiration, it may materially and adversely affect the Company’s financial situation and performance.

However, the Company has good record of paying rental fee on schedule, plus the agreements were always renewed and it has closed relationship with PAT and IEAT; therefore, the Company believes that the chance is low that these agreements will not be extended. Moreover, the Company has a policy to procure more space and try to better utilize the existing space.

1.4 Risk of New Entrant in the Industry

Currently, Thailand has 3 Ro/Ro terminals that provide service for exporting and importing cars, includes A1 Terminal, A5 Terminal and Co Terminal; which are located in Laem Chabang Port. The Company operates A5 Terminal and hold 20% stake in Laemchabang International Ro-Ro Terminal Company Limited (“LRT”), who operates C0 Terminal. Therefore, if there is a new operator who operate new Ro/Ro terminal to provide service for exporting and importing cars, the competition may affect financial position and performance of the Company.

However, in considering giving permission to operate a new Ro/Ro terminal, PAT has to take into consideration the possibility of the area to develop and number of cars transported through existing 3 Ro/Ro terminals. PAT will not give permission to operate a new Ro/Ro terminal unless cargos transported through existing 3 Ro/Ro terminals reach 75% of their capacity. Total number of cars transported through existing 3 Ro/Ro terminals in 2012 accounted for 58.62% of their capacity. Therefore, the Company believes that there will not be a permission given to operate a new Ro/Ro terminal in the near future.

In addition, there is low possibility to have private sector invest in Ro/Ro terminal for exporting and importing cars, as it requires high capital investment, location to build a terminal should have convenient transportation, near production base, has supporting area for car parking and the operator requires knowledge, expertise and experience in terminal operation.

1.5 Tariff Structure and Port Tariff was under the Control of PAT

Under the terms of Agreement for Investment, Construction, Management and Operation of A5 Terminal, PAT will determine tariff structure and port tariff for terminal service. The Company cannot charge any fee higher than PAT’s announced rates. Furthermore, PAT has the rights to change the rates at any time during the agreement period.

Since the beginning of the agreement period, PAT never changed the rates. In the case that the cost was increased but the Company cannot increase its service fee, it may affect financial position and performance of the Company. However, in the year 2011 and 2012, gross profit margin has increased steadily which shows that the Company can control its cost effectively.

Apart from the effective control of its cost, the Company had developed a system to manage the terminal; which enables the Company to maximize the use of terminal space efficiently, reduce the preparation time for cars for loading and unloading. Therefore, the Company has more chance to generate more revenue.

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2. Management Risk

2.1 Shares Ownership in the Company by Major Shareholder

After the initial public offering of shares, Luengsuwan family shall own the Company’s shares representing 46.81% of total paid-up capital and also holding a management positions and authorized directors of the Company. As a result, they can control the Company’s operations and management and the majority votes in the shareholders’ meeting. Therefore, other shareholders may not be able to gather enough votes for different resolutions.

However, the Company has 3 sets of committee and sub committees; include Board of Directors, Executive Board Committee and Audit Committee. Each committee has a clear limitation of authority so that the Company’s operation can be run smoothly with good governance. Moreover, the Company has implemented standard procedure for any transaction with its director, major shareholder or controlling person, and conflicting person; such persons will have no authority to approve the transaction. This procedure will help the Company to diminish any risk that may occur.

Lawsuit

As at 20 March 2013, the Company does not have an ongoing legal dispute that may affect the Company’s asset accounted for more than 5% of shareholders’ equity, or materially and adversely affect its business operation.

However, the Company, as a plaintiff has an ongoing legal dispute with Bangkok Metropolitan Administration (“BMA”) as a defendant under the consideration of The Central Intellectual Property and International Trade Court (“IPITC”). The Company sued BMA for the breach of contract and claimed for a compensation of Baht 530,367,071.53, as BMA had purchased fire trucks and water trucks (the “trucks”) from abroad and shipped for unloading at the Company’s terminal. After the arrival of the trucks, the Company had relocated them to import area during BMA processed for customs formalities and pay the Company’s fee before moving the trucks out.

Nevertheless, BMA did not process any customs formalities, so the trucks cannot be moved from the terminal until the expiration of duty payment period. The trucks then became residues according to Customs Act B.E. 2469. Therefore, the Company sued BMA to pay for the expenses incurred to the Company, from the date that the trucks arrived at the terminal till the case filing date.

On 18 March 2013, IPITC dismissed the case and later on 31 July 2013, the Company opposed the judgment and file for retrial under the Supreme Court. In the event that the case would be dismissed by the Supreme Court at the end, it will not adversely affect the Company’s asset.

Total fee for services rendered to BMA was Baht 37.01, in which the Company started recognizing revenue in February 2007. Later in June 2007, the Company stopped recognizing this revenue and accrued the allowance for doubtful debts in full amount.

No. of Employees

As at 30 June 2013, the Company has 79 employees in total (includes management).

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Company Background

Namyong Terminal Public Company Limited is formerly named as Meung Mae Teeb Company Limited which was established on 15 July 1982 having initial registered capital of 11.00 million baht with the objective to operate coal and mining business. Founders of Meung Mae Teeb Company Limited are Wongkusolkit family, Aueapinyakul family and Kantatham family (Wongkusolkit family and Aueapinyakul family are also the founders of Meung Banpu Company Limited in 1983 which name is changed to be Banpu Public Company Limited (“Banpu Plc.”) later on. On 19 November 1984, Meung Mae Teeb Company Limited changed its name to be Universal Coal Company Limited, having the same objective to operate coal and mining business, and increased its registered capital to 20.00 million baht on 27 September 1988.

In 1987, the Port Authority of Thailand (“PAT”) commenced the construction of Laem Chabang Port in accordance with the government’s policy that fully supported the development of Laem Chabang commercial port for the shipment of general cargo, container cargo, and agricultural products as well as the promotion of the light industry. Bangkok Port, Thailand’s main commercial port during that time, had terminal’s limitation in term of its berth width and depth that can accommodate only vessels with length of less than 172 metres and required berth depth between 8.5 – 11.0 metres. As a result, large-sized vessels cannot dock at Bangkok Port which created an obstacle to the development of Thailand’s economy. Moreover, the development plan of Laem Chabang Port would also help reducing the shipping's traffic at Bangkok Port. The government targeted Laem Chabang Port to be an important infrastructure for east coastal area development and the promotion of Thailand’s future exports, and to become a supporting arm for the growth of Thailand economy in a long-run. B1 Terminal is the first terminal that operated at Laemchabang Port in 1991.

On 9 April 1996, Universal Coal Company Limited increased the registered capital from 20.00 million baht to 120.00 million baht, and signed an agreement for the investment, management and operation of A5 Terminal at Laemchabang Port with the PAT on 11 April 1996 to operate the terminal for the shipment of coal and general cargo. Total concession period is 25 years which will be expired on 30 April 2021 with the right to extend the concession for another 5 years, depending on agreed upon conditions.

On 19 January 1998, Universal Coal Company Limited changed the name to be Banpu Terminal Company Limited and officially started operating the terminal in February 1998. At that time, the terminal had 225-metre berth length and 14-metre berth depth, which was sufficient for a vessel with the maximum permissible deadweight up to 60,000 DWT. On 7 April 1999, Banpu Terminal Company Limited increased the registered capital from 120.00 million baht to 180.00 million baht.

However, operating terminal is not the main business of Banpu Plc. group. Therefore, Banpu Plc. decided to sell all their shares in Banpu Terminal Company Limited to Leungsuwan family and Nam Yuen Yong Shipping Company Limited, Leungsuwan family’s company. Leungsuwan family, then, became a direct and indirect shareholder holding 100% shares of Banpu Terminal Company Limited.

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Leungsuwan family has more than 30-year of experience in shipping business such as shipping lines agency, freight forwarder, cranes service for moving container, tug boat service, etc.; therefore, Leungsuwan family is highly proficient in businesses relating to shipping service. As the family saw the business opportunity in providing terminal service for car exports and imports, after Leungsuwan family purchased Banpu Terminal Company Limited’s shares from Banpu Plc., Banpu Terminal Company Limited signed the amendment with PAT on 20 July 2004 to officially alter the terminal’s business plan from coal and general cargo terminal to be Ro/Ro and general cargo terminal. On 15 October 2004, Banpu Terminal Company Limited changed its name to be Namyong Terminal Company Limited. After that, Namyong Terminal Company Limited increased the registered capital to 290.00 million baht and 414.50 million baht on 12 July 2007 and on 17 May 2012 respectively.

Namyong Terminal Company Limited, managed by Leungsuwan family, has continuously invested and developed A5 Terminal by expanding from 1 berth to 3 berths with a total 3-berth length of 697 metres and berth depth of 14 metres (current berth depth is 17 metres) which is sufficient for vessel with the maximum permissible deadweight up to 80,000-DWT. Moreover, NYT has also developed the area for storing cars exports and imports, having an area of 733,123 square metres (as of 30 June 2013) which consisted of terminal area of 247,000 square metres (can accommodate 15,437 cars simultaneously) and a supporting car storage area of 486,123 square metres (can accommodate 30,113 cars simultaneously). In addition, NYT provides a warehousing service with an area of 155,133 square metres (as of 30 June 2013).

In order to increase NYT’s capability in providing Ro/Ro terminal service to support the ever-growing number of Thailand’s car exports in the future, in April 2012 NYT and Nippon Yusen Kabushiki Kaisha (“NYK”) group jointly invested in Laemchabang Internaltional Ro-Ro Terminal Limited (“LRT”), the Ro/Ro and general cargo terminal operator at C0 Terminal of Laem Chabang Port. LRT is granted the concession for investment, management and operation of C0 Terminal from the PAT on 29 August 2003, with 30-year concession period starting from 1 September 2005 to 31 August 2035, with a right to extend the concession for 2 times at 10 years each under agreed conditions. NYT’s board of directors had a resolution (on 29 March 2012) approved the acquisition of 20% in LRT from Nippon Yusen Kabushiki Kaisha and NYK RoRo Terminal (Thailand) Company Limited (collectively referred to as “NYK”) by acquiring 100% of Sapphire RoRo (Thailand) Limited (“SRT”), a holding company that holds 20% of LRT’s common shares, with the total investment value of at USD17.00 million (USD12.05 million of SRT’s total shares and USD4.95 million of loan repayment to NYK). NYT entered into a share purchase agreement to purchase SRT’s total shares from NYK on 30 March 2012 and the transaction was complete and effective on 24 April 2012. However, LRT’s capital structure comprises of common and preferred shares in which SRT holds only LRT’s common shares, LRT may rearrange its capital structure after the acquisition by NYT so that NYT will hold 20% in all classes of LRT’s shares. Under a shareholder agreement between NYT and NYK dated 30 March 2013 (including amendment), unless agreed otherwise NYT and NYK will arrange LRT’s capital structure within 1 month from the date shareholder agreement signed so that NYT and NYK will hold 20% and 80% in all classes of LRT’s shares respectively. However, as of now NYK has not yet transferred 20% of LRT’s preferred shares to NYT due to some limitation. Nonetheless, NYT believes that finally the preferred shares will be transferred to the Company as NYK is the leading global shipping company

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listed in the Stock Exchange of Japan with high credibility and strong financial performance. In addition, NYK also has a good business relationship with NYT for a long period of time, and it has been showing a strong intention in solving this share transfer issue.

However, NYT conducted a protective plan for losses, including an assessment of risk and losses that may occur from not being transferred 20% of LRT’s preferred shares which on 14 August 2013, the Board of Directors acknowledged the process and considered the risk and losses from not being transferred those preferred shares is quite low. Moreover, such protective plan can lower the risk and losses that may occur. As a result, the Board of Directors had a resolution to continue investing in C0 Terminal. In addition, shareholder agreement between NYT and NYK specified that NYT has an option to purchase another 29% of LRT’s shares from NYK within 15 May 2017 under some limitation at a price not less than 24.65 million USD plus actual carrying cost.

Investment in Subsidiary/Associated Companies

As of 30 June 2013: (million baht)

Name Type of Business Paid-up Capital

% of Shareholding

Investment Cost

Subsidiary company Sapphire RoRo (Thailand) Limited (SRT) Holding company 13.25 100.00 333.05 Indirect associated company through shareholding in SRT

Laemchabang International Ro-Ro Terminal Limited (LRT)

C0 Terminal operator at Laem Chabang Port 210.00 20.00 526.73

Change in Capital in the Last 3 Years (million baht)

Date Capital

Increase (Decrease)

After the Increase

(Decrease) Note

17 May 2012 124.50 414.50 Investment in C0 Terminal 20 March 2013 205.50 620.00 Initial public offering

Accounting Period

1 January – 31 December

Auditor

Mr. Chayapol Suppasedtanon, Certified Public Accountant (Thailand) No. 3972, Ernst & Young Office Limited

Registrar

Thailand Securities Depository Company Limited

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Financial Advisor

TISCO Securities Company Limited

Lead Underwriter


Dividend Policy

The Company’s has the policy to pay dividend at the rate of not less than 40 percent of net profit after legal reserve and tax deduction in accordance with the Company’s separated financial statements. The Company shall pay dividend taking into consideration its liquidity, the performance, financial structure, investment plan, any lending conditions, any necessity and other related factors and dividend payment consistency.

B.O.I. Certificates

1. B.O.I. Certificate for the Operation of A5 Terminal Approval Date 7 February 2007 Company Namyong Terminal Public Company Limited Certificate No. No. 1781(2)/2550 and the amendment No. OrGor. 0908/000921 dated 27

February 2008 and No. OrGor. 0908/000833 dated 3 February 2009 Privileges Exemption of corporate income tax on net profit derived from business

operation with investment promotion privileges for a period of 8 years from the day that the Company has income from such business operation (1 March 2007 – 28 February 2015). Thus, the privileges was given to the operation of Berth 3 and supporting car storage area with total area of approximately 280 Rais in Zone 2A, 2B, 3A, 3B, 3C, 3D and 11E

In the event of business loss during the exemption period, the loss amount can be deducted from net profit when filing for corporate tax, for a period of not exceeding 5 years after the expiration of corporate tax exemption period. The deduction can be made from net profit gain in 1 year or more.

Dividend from business with investment promotion privileges was exempted from the corporate income tax throughout the exemption period.

Conditions Registered and paid-up capital shall not be less than THB 290 million. Persons with Thai Citizen shall hold not less than 51.00% of the Company

registered capital Providing service to shipping lines for the use of berth in moving cargos

on and off vessels (wharfage), approximately 1,484,800 ton per year for general cargos

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2. B.O.I. Certificate for the operation of C0 Terminal

Approval Date 23 August 2005

Company Laem Chabang International Ro-Ro Terminal Co., Ltd.

Certificate No. No. 1401(2)/2551 and the amendment No. OrGor. 0908/005496 dated 11 July 2008, No. OrGor. 0908/007758 dated 10 August 2010, No. OrGor. 0908/008872 dated 11 August 2011 and No. OrGor. 0908/015271 dated 29 November 2012

Privileges Exemption of corporate income tax on net profit derived from business operation with investment promotion privileges for a period of 8 years from the day that the Company has income from such business operation (15 August 2007 – 14 August 2015)

In the event of business loss during the exemption period, the loss amount can be deducted from net profit when filing for corporate tax, for a period of not exceeding 5 years after the expiration of corporate tax exemption period. The deduction can be made from net profit gain in 1 year or more.

Dividend from the business with investment promotion privileges was exempted from the corporate income tax throughout the exemption period.

Conditions Registered and paid-up capital shall not be less than THB 125 million. Persons with Thai Citizen shall hold not less than 51.00% of the Company

registered capital Providing service to shipping lines for the use of berth in moving cargos

on and off vessels (wharfage), approximately 1,484,800 ton per year for general cargos and 50,000 TEU for containers.

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No. of Shareholders

As at 18 November 2013, the details are as follows:

Types No. of

Shareholders No. of Shares % of Paid-Up

Capital 1. Shareholders that are strategic shareholders

1.1 Committees, managers, executives as well as the related person and involved party 15 288,718,800 46.57

1.2 Holding more than 5 % (the number of shares held by the related person shall also be included) 1 125,999,500 20.32

1.3 Controlling Shareholders - - - 2. Retail common shareholders who hold not less than 1

board lot 3,933 205,281,700 33.11 3. Common shareholders who hold less than 1 board lot - - -

Total 3,949 620,000,000 100.00

Major Shareholders As at 18 November 2013, the details are as follows:

ช่ือ After IPO Before IPO

No. of Shares % of Paid-up Capital

No. of Shares % of Paid-up

Capital

1. Leungsuwan Family 1.1 Nam Yuen Yong Shipping Co., Ltd.1) 125,999,500 20.32 125,999,500 30.40 1.2 Mr. Theparak Leungsuwan 96,824,900 15.62 96,824,900 23.36 1.3 Ms. Pensri Leungsuwan 9,625,100 1.55 9,625,100 2.32 1.4 Ms. Pimkarn Leungsuwan 9,625,100 1.55 9,625,100 2.32 1.5 Miss Patwadee Leungsuwan 9,625,100 1.55 9,625,100 2.32

1.6 Mr. Boonchai leungsuwan 9,625,100 1.55 9,625,100 2.32 1.7 Mr. Boonyawat Leungsuwan 9,625,000 1.55 9,625,000 2.32 1.8 Mr. Dhananant Leungsuwan 9,625,000 1.55 9,625,000 2.32

1.9 Mrs. Preeyanant Leungsuwan 9,625,000 1.55 9,625,000 2.32 Total 290,199,800 46.81 290,199,800 70.01

2. Ms. Noree Suksawath 124,300,100 20.05 124,300,100 29.99

3. Deutsche Bank AG, London 20,600,000 3.32 - -

4. Mr. Keeree Kanjanapas 5,000,000 0.81 - -

5. Mr. Peera Jiemaumporn 2,300,000 0.37 - -

6. MFC High-dividend Fund 2,025,300 0.33 - -

7. Mr. Chotik Rasmeetinkornkul 2,000,000 0.32 - -

8. Mrs. Siriporn Sartawin 2,000,000 0.32 - -

- 36 -

ช่ือ After IPO Before IPO

No. of Shares % of Paid-up Capital

No. of Shares % of Paid-up

Capital

9. Mrs. Boonkong Panich 1,800,000 0.29 - -

10. Thai Value Focus Equity – Dividend Fund 1,697,100 0.27 - -

11. Mr. Amornnat Janyong 100 0.00 100 0.00

Total 451,922,400 72.89 414,500,000 100.00 1) As at 14 June 2012, Nam Yuen Yong Shipping Co., Ltd. has registered and paid-up capital of Baht 67 million consists of 67,000

common shares at par value of Baht 1,000 per share. Shareholders of Nam Yuen Yong Shipping Co., Ltd. are as follow:

Foreign Shareholders

As at 18 November 2556, The Company has 43 foreign shareholders, holding totaling 25,034,400 shares or 4.04% of paid-up capital. Note A Company has foreign equity investment restrictions as stated in the Company’s Article of Association Clause 11, “the

Company’s shares shall be freely traded and the shares of foreign shareholders are restricted from holding more than 49% of paid-up capital. A Company shall have the right to reject any trade that will result in a greater than 49% participation of foreign shareholders”.

Board of Directors Name Position Start Date

1. Prof. Emeritus Dr. Wissanu Krea-ngam Chairman of Board of Directors 14 September 2011

2. Mr. Theparak Leungsuwan Director/Chief Executive Officer 19 March 2002

3. Ms. Pensri Leungsuwan Director 19 March 2002

4. Ms. Pimkarn Leungsuwan Director/Chief Financial Officer 19 March 2002

5. Mr. Dhananant Leungsuwan Director 14 September 2011

6. Ms. Noree Suksawath Director 14 September 2011

7. Mr. Pongthep Leungsuwan Director/Chief Administrative Officer/ Vice President of Legal Department (Acting)/

Vice President of Human Resources Department (Acting)

25 January 2012

8. Mr. Amornnat Janyong Director/Chief Operating Officer 25 January 2012

9. Prof. Sakorn Suksriwong, DBA Independent Director 13 September 2011

10. Mrs. Benchawan Srangnitra Independent Director 13 September 2011

11. Dr. Wetang Phuangsup Independent Director 13 September 2011

12. Mrs. Kwanviroon Punchayarath Independent Director 25 January 2012

Audit Committee The Board of Directors Meeting No. 7/2554 held on 15 August 2011 passed a resolution appointing the 3 Audit

Committee members and The Board of Directors Meeting No. 10/2554 held on 14 December 2011 passed a resolution appointing 1 additional Audit Committee member, totaling 4 members as follows:

Audit Committee Name

- 37 -

Chairman of the Committee Prof. Sakorn Suksriwong, DBA Members of the Committee Mrs. Benchawan Srangnitra Members of the Committee Dr. Wetang Phuangsup Members of the Committee Mrs. Kwanviroon Punchayarath Secretary of the Committee Ms. Patomporn Oopachodsuwan Prof. Sakorn Suksriwong, DBA and Mrs. Kwanviroon Punchayarath are the members with background in finance and/or accountancy. Scope of Duties and Responsibilities 1. To review and ensure the appropriation and accuracy of the Company’s financial report 2. To Review whether the Company’s Internal Control System and Internal Audit System are efficient and

appropriate, to consider whether the internal audit is independent from the Company’s Management as well as to approve the nomination, transfer and termination of Head of Internal Audit or any other departments that are responsible for the Internal Audit

3. To review the compliance to the Securities Law, the Stock Exchange’s regulations, and the relevant laws 4. To consider, nominate, appoint and propose remuneration for the Company’s external auditor as well as

to attend a non-management meeting with an auditor at least once a year 5. To review and consider the Connected Transactions and the conflict interest related issues in

compliance with the laws and the Stock Exchange’s regulations as well as to ensure that those transaction are reasonable and for the best interest of the Company

6. To prepare Audit Committee Report, which need to be signed by the Chairman of the Committee, and disclose as part of the Annual Report. The information prescribed in the Audit Committee Report must include at least the following information: (a) Opinions on the accuracy and sufficiency of the Company’s Financial Reporting (b) Opinions on the appropriation of the Company’s Internal Control system (c) Opinions on the compliance to the Securities Law, the Stock Exchange’s Regulation and the

relevant laws (d) Opinions on the appropriation of the external auditor (e) Opinions on the appropriation of the Connected Transactions (f) Numbers of Audit Committee meetings and the participation of each member (g) Opinions on overall observations obtained by Audit Committee from its performance of duties

according to the Charter (h) Other information that is deemed appropriate to ensure that shareholders and public investors

should aware of, under role and responsibilities that are assigned from the Board of Directors. 7. To comply any designated tasks from the Company’s Board of Directors under duties and responsibilities

of the Audit Committee Term of Holding Office 1. Chairman of the Committee 3 Years

- 38 -

2. Members of Committee 3 Years

Listing Conditions

- None -

Silent Period The existing shareholders, who own common shares before the Company’s public offering of 341,000,000 shares, equivalent to 55% of paid-up capital after IPO, certify to the Stock Exchange of Thailand that its shares will not be sold for the period of one year from the first trading date. However, upon the expiry of 6 months period of the prescribed time, those shareholders will be allowed to sell 25% of the total amount of shares/securities prohibited for sale and the rest after one year. Nevertheless, the 298,149,900 prohibited shares, equivalent to 87.43 % of total prohibited shares are pledged with TISCO Bank PLC.*, therefore, will be exempted from the deposition with Thailand Securities Depository Co., Ltd. (“TSD”). In the case that these shares should be redeemed during such silent period, the Company will deposit them with TSD accordingly. Remarks: *TISCO Bank PLC. and TISCO Securities Company Limited (Financial Adviser of the Company) are subsidiaries company of TISCO Financial Group PLC.

Relaxation

- None -

Others

- None -

- 39 -

Statistical Summary

Namyong Terminal Public Company Limited

Fiscal Year (ended 31 December)

Unit: Thousand Baht Baht/Share Dividend

Payout (%) Revenue from

Services Net Profit Net Profit* Dividend* Book Value*

2010 (Audited)

875,405 251,748 0.87 0.72 2.79 82.88

2011 (Audited)

847,894 207,761 0.72 1.24 2.37 173.08

2012 (Audited)

1,149,847 331,989 0.90 0.47 2.38 47.81

9 months ended 30 September 2013

(Reviewed) 914,149 270,324 0.65 0.22 2.81 33.73

Note: * Par 1 Baht

Namyong Terminal Public Company Limited and its subsidiary*

Fiscal Year (ended 31 December)

Unit: Thousand Baht Baht/Share Dividend

Payout (%) Revenue from

Services Net Profit Net Profit** Dividend**

Book Value**

2012 (Audited)

1,149,847 330,374 0.90 0.47 2.36 48.04

9 months ended 30 September 2013

(Reviewed) 914,149 278,699 0.67 0.22 2.81 32.72

Note: * Consolidated financial statement was firstly prepared in 2012 ** Par 1 Baht

- 40 -

Namyong Terminal Public Company Limited and its subsidiary Statement of Financial Position

Item

Company Only Consolidated As at 31 December As at 30 September As at 31 December As at 30 September

2010 2011 (Restated)*

2012 (Restated)*

2013 2012 (Restated)*

2013

Million Baht % Million Baht % Million Baht % Million Baht % Million Baht % Million Baht %

Assets

Current assets Cash and cash equivalents 77.07 5.60 136.30 8.95 126.43 5.79 27.65 1.10 126.53 5.82 27.72 1.10 Current investments - - 45.00 2.95 5.00 0.23 - - 5.00 0.23 - - Trade and other receivables 105.90 7.69 81.54 5.35 116.20 5.33 102.03 4.04 116.00 5.34 101.68 4.03 Loan to related parties - - - - - - 50.00 1.98 - - 50.00 1.98 Loan to director 4.10 0.30 - - - - - - - - - - Prepaid expenses 15.72 1.14 24.89 1.63 17.25 0.79 28.01 1.11 17.25 0.79 28.01 1.11 Other current assets 4.37 0.32 4.62 0.30 2.46 0.11 11.50 0.46 2.46 0.11 11.50 0.46 Total current assets 207.16 15.04 292.34 19.19 267.34 12.25 219.19 8.69 267.24 12.29 218.91 8.67

Non-current assets Restricted bank deposits - - 6.00 0.39 12.00 0.55 18.00 0.71 12.00 0.55 18.00 0.71 Investment in subsidiary - - - - 333.05 15.26 333.05 13.20 - - - - Investment in associate - - - - 41.25 1.89 41.25 1.63 524.83 24.14 539.43 21.37 Loan to related parties - - - - 228.14 10.46 164.26 6.51 70.00 3.22 - - Project costs 490.46 35.61 451.40 29.63 433.05 19.85 394.99 15.65 433.05 19.92 394.99 15.65 Leasehold improvements, buildings and equipment

647.35 47.01 689.65 45.27 778.21 35.67 1,276.08 50.57 778.21 35.79 1,276.08 50.55

Intangible assets 12.23 0.89 11.65 0.76 10.52 0.48 9.42 0.37 10.52 0.48 9.42 0.37

- 41 -

Item


2010 2011 (Restated)*

2012 (Restated)*

2013 2012 (Restated)*

2013

Million Baht % Million Baht % Million Baht % Million Baht % Million Baht % Million Baht % Deferred tax assets - - 37.17 2.44 38.39 1.76 38.96 1.54 38.39 1.77 38.96 1.54 Other non-current assets 19.92 1.45 35.36 2.32 39.89 1.83 28.43 1.13 39.89 1.83 28.43 1.13 Total non-current assets 1,169.96 84.96 1,231.23 80.81 1,914.51 87.75 2,304.44 91.31 1,906.90 87.71 2,305.30 91.33 Total assets 1,377.13 100.00 1,523.57 100.00 2,181.85 100.00 2,523.62 100.00 2,174.13 100.00 2,524.20 100.00 Liabilities and shareholders’ equity Current liabilities Overdraft 103.94 7.55 - - - - - - - - - - Trade and other payables 55.84 4.05 61.52 4.04 30.36 1.39 138.87 5.50 30.36 1.40 138.87 5.50 Income tax payable 11.69 0.85 13.52 0.89 26.59 1.22 - 0.54 26.59 1.22 - - Dividend payable - - 159.50 10.47 - - - - - - - - Short-term loan from financial institutions 35.00 2.54 - - - - 205.00 8.12 - - 205.00 8.12 Current portion of long-term loan 67.18 4.88 123.09 8.08 163.07 7.47 176.54 7.00 163.07 7.50 176.54 6.99 Current portion of liabilities under finance lease agreements

4.61 0.33 4.53 0.30 4.47 0.20 6.72 0.27 4.47 0.21 6.72 0.27

Security deposits 1.23 0.09 18.33 1.20 1.41 0.06 0.01 0.00 1.41 0.06 0.01 0.00 Accrued expenses 83.36 6.05 59.35 3.90 110.77 5.08 72.80 2.88 110.92 5.10 72.88 2.89 Other current liabilities 19.81 1.44 10.56 0.69 17.11 0.78 7.92 0.31 17.11 0.79 7.92 0.31 Total current liabiltiies 382.67 27.79 450.40 29.56 353.78 16.21 621.46 24.63 353.93 16.28 621.54 24.62

Non-current liabilities Long-term loans – net of current portion 46.95 3.41 223.86 14.69 641.99 29.42 506.22 20.06 641.99 29.53 506.22 20.05 Liabilities under finance lease agreements – net of current portion

2.66 0.19 6.70 0.44 4.09 0.19 4.86 0.19 4.09 0.19 4.86 0.19

Accrued land and rental expense 70.58 5.13 78.32 5.14 82.81 3.80 84.07 3.33 82.81 3.81 84.07 3.33

- 42 -

Item


2010 2011 (Restated)*

2012 (Restated)*

2013 2012 (Restated)*

2013

Million Baht % Million Baht % Million Baht % Million Baht % Million Baht % Million Baht % Security deposit 66.54 4.83 69.51 4.56 88.43 4.05 105.67 4.19 88.43 4.07 105.67 4.19 Provision for decommissioning costs - - - - 17.14 0.79 28.23 1.12 17.14 0.79 28.23 1.12 Provision for long-term employee benefit - - 7.55 0.50 7.39 0.34 7.75 0.31 7.39 0.34 7.75 0.31 Total non-current liabilities 186.72 13.56 385.94 25.33 841.84 38.58 736.79 29.20 841.84 38.72 736.79 29.19 Total liabilities 569.39 41.35 836.34 54.89 1,195.62 54.80 1,358.26 53.82 1,195.77 55.00 1,358.33 53.81

Shareholders’ equity Registered capital 290.00 21.06 290.00 19.03 555.00 25.44 620.00 24.57 555.00 25.53 620.00 24.56 Issue and fully paid 290.00 21.06 290.00 19.03 414.50 19.00 414.50 16.42 414.50 19.07 414.50 16.42 Retained earnings: Appropriated – statutory reserve

29.00 2.11 29.00 1.90 55.50 2.54 55.50 2.20 55.50 2.55 55.50 2.20

Unappropriated 488.73 35.49 368.23 24.17 516.23 23.66 695.37 27.55 508.36 23.38 695.87 27.57 Total shareholders’ equity 807.73 58.65 687.23 45.11 986.23 45.20 1,165.37 46.18 978.36 45.00 1,165.87 46.19 Total liabilities and shareholders’ equity 1,377.13 100.00 1,523.57 100.00 2,181.85 100.00 2,523.62 100.00 2,174.13 100.00 2,524.20 100.00

Note *Restated financial statement as a result of adoption of Thai Accounting Standard 12 (Income Taxes)

- 43 -

Statement of Comprehensive Income

Item

Company Only Consolidated Fiscal year ended

31 December For 9 months ended

30 September Fiscal year ended


30 September 2010 2011 2012 2013 2012 2013

Million Baht % Million Baht % Million Baht % Million Baht % Million Baht % Million Baht %

Revenues Service income 871.09 96.95 818.78 96.11 1,067.39 91.61 816.39 87.76 1,067.39 92.06 816.39 88..34 Other service income 4.31 0.48 29.12 3.42 82.46 7.08 97.76 10.51 82.46 7.11 97.76 10.58 Gain from exchange rate 13.44 1.50 - - - - - - - - - - Interest income 4.53 0.50 1.51 0.18 10.77 0.92 11.23 1.21 5.00 0.43 5.11 0.55 Other income 5.08 0.57 2.49 0.29 4.56 0.39 4.90 0.53 4.56 0.39 4.90 0.53 Total revenues 898.46 100.00 851.90 100.00 1,165.17 100.00 930.28 100.00 1,159.40 100.00 924.16 100.00

Expenses Cost of services 488.91 54.42 471.67 54.27 584.46 50.16 468.36 50.35 584.46 50.41 468.36 50.68 Servicing and administrative expenses 118.64 13.20 109.37 13.93 116.51 10.00 94.80 10.19 116.72 10.07 94.89 10.27 Total expenses 607.55 67.62 581.04 68.21 700.97 60.16 563.16 60.54 701.18 60.48 563.26 60.95 Profit before shares of profit from investment in associate, finance cost and income tax expense

290.91 32.38 270.85 31.79 464.20 39.84 367.12 39.46 458.22 39.52 360.90 39.05

Share of profit from investment in associate - - - - - - - - 4.36 0.38 14.60 1.58 Profit before finance cost and income tax expense 290.91 32.38 270.85 31.79 464.20 39.84 367.12 39.46 462.59 39.90 375.50 40.63 Finance cost (8.84) (0.98) (12.08) (1.42) (39.68) (3.41) (33.54) (3.61) (39.68) (3.42) (33.54) (3.63) Profit before income tax expense 282.07 31.40 258.77 30.38 424.52 36.43 333.59 35.86 422.91 36.48 341.96 37.00 Income tax expense (30.33) (3.38) (51.01) (5.99) (92.54) (7.94) (63.26) (6.80) (92.54) (7.98) (63.26) (6.85) Profit for the period 251.75 28.02 207.76 24.39 331.99 28.49 270.32 29.06 330.37 28.50 278.70 30.16

- 44 -

Cash Flow Statements

Item (Unit: Million Baht)





30 September 2010 2011 2012 2013 2012 2013

Cash flows from operating activities Profit before tax 282.07 258.77 424.52 333.59 422.91 341.96

Share of loss (profit) from investment in associate - - - - (4.36) (14.60)

(Reversal of) doubtful debt - - 0.67 (0.30) 0.67 (0.30) Depreciation and amortization 123.21 129.79 137.15 109.60 137.15 109.60 Gain on sales of equipment (1.73) (0.04) (2.14) (0.66) (2.14) (0.66) Unrealized loss (gain) from exchange rate - 1.72 - - - - Long-term employee benefit expense - - 1.29 0.36 1.29 0.36 Finance cost on decommissioning costs - - - 0.67 - 0.67 Interest expenses 8.84 11.77 39.25 32.48 39.25 32.48

Income before change in operating assets and liabilities 412.39 402.01 600.75 475.73 594.77 469.51 Operating assets (increase) decrease

Trade and other receivables (16.45) 24.36 (35.33) 14.47 (35.12) 14.62 Prepaid expenses (1.46) (9.17) 7.64 (10.76) 7.64 (10.76) Other current assets (2.94) (0.24) 2.15 (9.03) 2.15 (9.03) Other non-current assets (9.65) (15.44) (0.78) (0.19) (0.78) (0.19)

Operating liabilities increase (decrease) Trade and other paybles 5.60 (1.73) (11.81) 3.24 (11.81) 3.24 Accrued expenses 42.84 (16.67) 51.40 (37.87) 50.58 (37.94) Accrued land and rental expense 7.57 7.74 4.49 1.26 4.49 1.26

- 45 -






30 September 2010 2011 2012 2013 2012 2013

Security deposit (105.18) 20.07 2.00 15.83 2.00 15.83 Provision for long-term employee benefit - - (1.45) - (1.45) - Other current liabilities 4.07 (9.25) 6.55 (9.18) 6.55 (9.18)

Cash flows from operating activities 336.79 401.67 625.61 443.49 619.02 437.34 Cash paid for corporate income tax (32.38) (49.18) (79.47) (76.82) (79.47) (76.82) Net cash from (used in) operating activities 304.41 352.49 546.14 366.67 539.55 360.52

Cash flow from investing activities Decrease (increase) in current investment - (45.00) 40.00 5.00 40.00 5.00 Decrease (increase) in loan to related parties - - (228.14) 13.88 (70.00) 20.00 Cash paid for purchase of investments in subsidiary and associate

- - (374.31) -

(373.39) -

Decrease in loan to director and accrued interest 25.17 4.10 - - - - Proceeds from sales of equipment 1.33 5.88 2.81 1.76 2.81 1.76 Cash paid for constructions of ports, buildings and purchase of equipment

(171.06) (127.73) (209.41) (433.70)

(209.41) (433.70)

Cash paid for purchase of computer software - - (0.77) (0.33) (0.77) (0.33) Net cash from (used in) investing activities (144.56) (162.74) (769.82) (413.39) (610.77) (407.26)

Cash flows from financing activities Decrease (increase) in restricted bank deposit 178.21 (6.00) (6.00) (6.00) (6.00) (6.00) Increase (decrease) in bank overdraft 3.89 (103.94) - - - - Cash paid for loan management fee - - (1.49) - (1.49) - Cash received (repaid) from short-term loan 20.00 (35.00) - 205.00 - 205.00 Cash received from long-term loan - 300.00 597.36 - 597.36 - Repayment of loan from former shareholder of - - - - (152.36) -

- 46 -






30 September 2010 2011 2012 2013 2012 2013

subsidiary Repayment of long-term loans (86.31) (67.18) (138.02) (122.56) (138.02) (122.56) Repayment of finance lease payables (4.35) (6.57) (5.09) (4.74) (5.09) (4.74) Cash received from capital increase - - 124.50 - 124.50 - Interest expense paid (8.86) (11.73) (39.23) (32.59) (39.23) (32.59) Dividend paid (208.66) (200.10) (318.21) (91.19) (318.21) (91.19) Net cash from (used in) financing activities (106.08) (130.52) 213.82 (52.07) 61.45 (52.07)

Net increase (decrease) in cash and cash equivalent 53.78 59.23 (9.86) (98.78) (9.77) (98.81) Cash and cash equivalent at beginning of period 23.29 77.07 136.30 126.43 136.30 126.53 Cash and cash equivalents at end of period 77.07 136.30 126.43 27.65 126.53 27.72

Prepared by


NYT certified for the correctness of the information memorandum

(Mr. Thepparak Leungsuwan) (Miss Pimkarn Leungsuwan)

Authorized Directors

สรุปข้อสนเทศ- information memorandum - namyong terminal public company...

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