24 (Translation) -Information Memorandum - Golden Lime Public Company Limited (SUTHA) Head Office...

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(Translation)

- Information Memorandum -

Golden Lime Public Company Limited (SUTHA)

Head Office 8/222 Moo 3, Srisamarn Road, Soi 2 Banmai, Pakkred, Nonthaburi 11120 Thailand

Tel: +66(0) 2961 8652-6 Fax: +66(0) 2961 8650-1

Website : http://www.goldenlime.co.th

Factory Location The Company has 2 factories

1) Sarika Factory: No.7 Soi 11 Sai 3 Moo 12 Saraburi-Lomsak-Saimai Road, Chongsarika Sub-

district, Patthana Nikom District, Lopburi, 15220

Tel: +66 (0) 3643 6178 Fax: +66 (0) 3643 6426

2. Napralan Factory: No.61 Moo 1 Phahonyothin Road, Napralan Sub-district, Chaloemprakiat

District, Saraburi 18240

Tel: +66 (0) 3635 1196 Fax: +66 (0) 3635 1195

Listing Date As at 3rd April 2014 (Trading commencement on 3

rd April 2014)

Listing Securities 300,000,000 common shares with a par value of THB 1 per share totaling THB 300,000,000

Capital As at 3rd April 2014 (Trading commencement)

Registered Capital:

Common Shares THB 300 million (300 million shares)

Paid-up Capital:

Common Shares THB 300 million (300 million shares)

Secondary Market The Stock Exchange of Thailand (SET)

Offering Price THB 3.70 per share

Offering Date 26th March 2014 : 28

th March 2014

Use of IPO Proceeds

Golden Lime Pcl. (<The Company=) estimates the net proceeds of the initial public offering (<IPO=) to be approximately THB

277.50 million, after deducting underwriting fees for the distribution of securities and other expenses in relation to the IPO, THB

265.69 million is expected to be received by the Company. The Company intends to use the net proceeds of the IPO as follows:

Purpose of Fund Estimated Amount

(THB million)

Estimated Period for

Utilization

1. Capacity expansion in Calcium Hydroxide business 50.00 2014

2. Investment in high-volatile coal grinding machine 70.00 2014 - 2015

3. Investment in lime-related business 20.00 2014 - 2015

4. Working capital 15.69 2014 : 2014

5. Repayment of loans from financial institutions 110.00 2014

Total 265.69

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Green Shoe Option (if any) - None -

Type of Business and Nature of Operation

Nature of Products

SUTHA engages in manufacturing and distribution of 1) Lime (Calcium Oxide and Calcium Hydroxide) 2) Calcium Carbonate 3)

trading products and other products and services, and 4) sales and installation of lime production machineries and equipment.

Lime is widely used in production process of various industries, for example, steel, pulp and paper, mining, sugar, construction,

and chemical industries. For Calcium Carbonate, it can be used as filler and/or extender in plastic and rubber industries. The

Company supplies lime and Calcium Carbonate for both domestic and oversea customers.

The Company has 2 factories located in Chongsarika Sub-district, Lopburi and Napralan Sub-district, Saraburi. SUTHA has 6

kilns for burnt lime operating 24 hours a day, with a production capacity of 900 tons/day (328,500 tons/day quicklime capacity).

Kilns are automatically controlled by modern computerized system and closely monitored by experienced and skilled staffs. The

CompanyDs products and services can be divided into 3 categories as follows:

1) Lime Product

1.1) Calcium Oxide (CaO) or Quicklime

Quicklime is derived from burning limestone, containing mostly Calcium Carbonate (CaCO3), at approximately 900 degree

Celsius. Limestone turns into Calcium Oxide (white-burnt limestone sized 1.5-4=). A lump of quicklime can be ground into smaller

size as pebble or powder. The Company supplies quicklime in the form of lump, pebble and powder depending on customersD

specific needs.

1.2) Calcium Hydroxide (Ca(OH)2) or Hydrated Lime

Hydrated Lime is a continuing production process from quicklime production. Burnt lime (Quicklime) is ground and treated with

water (H2O). After a chemical reaction (Quicklime and water), Calcium Hydroxide is derived, in a powder form.

2) Calcium Carbonate (CaCO3)

Calcium Carbonate is the product resulting from grinding calcite (with high degree of whiteness) into very small particles. The

Company supplies as Uncoated Calcium Carbonate or Coated Calcium Carbonate (Uncoated Calcium Carbonate coated with

stearic acid).

3) Trading products and other products and services

Trading products for domestic and oversea customers comprise of trading of lime and Calcium Carbonate products, chemicals

used in food and plastic industries1/, and coal

2/ (the type that SUTHA uses as fuel currently). In addition, the Company provides

grinding services to customers.

Most of trading products are lime and Calcium Carbonate, of which, the Company purchases from other suppliers in the case

that the Company cannot supply products as requested by customers or there is an urgent demand.

4) Sales and installation of machinery and equipment

The Company sells, assembles and installs machineries and equipment relating to production of lime, including lime kilns,

Calcium Oxide conveyance systems, fuel burning parts, etc. as well as providing advisory services to clients on procurement,

installation, production and maintenance of equipments and machineries. The Company began this business at the end of 2013.

Revenue Structure:

1/

In 2012 company decided to focus more on its core business (lime related business) and reduced the sales of food and plastic related chemical products

2/ The company started to engage in coal trading business in the beginning of 2013

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2011 2012 2013

THB million Percentage THB million Percentage THB million Percentage

1. Revenue from Sales and Services 744.56 99.27 832.60 99.38 850.98 99.28

Lime (Calcium Oxide and Calcium

Hydroxide) 622.56 83.00 737.27 88.00 762.89 89.00

- Domestic 583.74 77.83 663.75 79.23 682.76 79.66

- Oversea 38.82 5.18 73.52 8.78 80.13 9.35

Calcium Carbonate 44.28 5.90 57.30 6.84 47.52 5.54

- Domestic 39.72 5.30 53.19 6.35 45.90 5.36

- Oversea 4.56 0.61 4.11 0.49 1.62 0.19

Trading Products, other products and

services 77.71 10.36 38.04 4.54 39.91 4.66

- Domestic 38.30 5.11 23.73 2.83 39.72 4.63

- Oversea 39.41 5.25 14.31 1.71 0.19 0.02

Sales of equipments and machineries - - - - 0.67 0.08

2. Gain/Loss from foreign currency

exchange 0.95 0.13 0.82 0.10 1.31 0.15

3. Other Revenues1/ 4.53 0.60 4.37 0.52 4.85 0.57

Total 750.03 100.00 837.80 100.00 857.14 100.00

Remark: 1/ Other Revenues include rental fees, interest income, and gain from sales of properties, etc.

Target Customers:

The CompanyDs customers can be categorized into 2 main groups which are 1) Industrial users/manufacturer both domestic and

oversea that use quicklime for their production process 2) Distributors/traders who resells products to end users. For the

industrial users, the CompanyDs major customers are manufacturers in the following industries: steel, chemical, sugar, mining,

pulp and paper, etc.

For domestic industrial customers, steel industry accounts for 28-47 percent of the CompanyDs total domestic lime sales followed

by the chemical and sugar industries.

In 2013, the Company has more than 200 customers, of which, the top ten customers account for 52.4 percent of the CompanyDs

revenues from sales and services. Out of the top ten customers, eight are engaged in long-term contracts (more than 6-month

period) with SUTHA. Only one customer accounts for more than 10 percent of revenues from sales and services, while none

accounts for more than 30 percent.

Distribution Channels:

The Company focuses on 2 main distribution channels as follows:

1) Direct Distribution

The Company mostly focuses on direct sales to clients, including industrial manufacturers, traders/distributors, wholesalers,

retailers, and retail customers. Its marketing team, who has an insightful knowledge of CompanyDs products, will contact

customers directly in order to understand their specific needs and give advice on/recommend the products that suit their needs.

2) Distribution through Sales Agents/Traders

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Sales agents and traders are alternative distribution channels, particularly sales to government unit/department or any state-

owned enterprise, in order to enhance flexibility and efficiency in distribution process.

The Company utilizes direct sales effort at more than 90 percent of revenues from sales and services.

Procurement of Products

Currently, the Company has 2 factories located in Chongsarika Sub-district, Lopburi (total area of 151 Rais) and Napralan Sub-

district, Saraburi (total area of 29 Rais). The factoriesD main machineries and equipments include 6 kilns (with a total quicklime

production capacity of 328,500 tons/year), hydrators (with a total Calcium Hydroxide production capacity of 61,300 tons/year),

Calcium Carbonate grinding machines, quicklime grinding machines, and fuel (coal) grinder machines. In 2010-2012, the

Company invested in new kilns and obtained investment privilege from the Board of Investment of Thailand (BOI) for a total

production of 356,000 tons.

Calcium Oxide (Quicklime) Production Process

1. Limestones are kept in an underground tunnel, then transferred to a limestone classifier/cleaner in order to filter under- or

oversized limestones out and clean out dirts

2. Limestones are automatically transferred by conveyor belts into buckets, and then buckets load limestones into kiln

3. Limestones are heated and burnt at approximately 900 degree Celsius in a closed system with a computerized and

automated controlling program for 18 hours through calcinations process

4. Once the burning process is completed, cool air is blown to the output products, quicklime, to reduce temperature, before

sorting out physically non-quality quicklime. The staff conducts sampling test of water reactivity and collects samples of

burnt limes to the quality control (QC) department

5. Quicklime (burnt lime) is loaded into a silo or a storage warehouse

6. If customerDs specification is pebble or powder forms of quicklime, the Company will grind quicklime (lump) to obtain

specific product size in order to match the customersD demand

7. Finally, quicklime (lump/pebble/powder) is loaded into package or bulk truck together with an issuance of Certificate of

Analysis (COA) (upon customersD request) and then the product will be transported to the customers.

Calcium Hydroxide (Ca(OH)2) Production Process

1. Burnt lime from Calcium Oxide production process is grinded to a powder form and used as raw material for Calcium

Hydroxide production

2. Treats Calcium Oxide (Powder) with water in a hydrator machine

3. Once Calcium Oxide makes chemical reaction with the water, Calcium Hydroxide is produced. The staff will collect a

sample of hydrated lime and send to the quality control (QC) department

4. Finally, hydrate lime is loaded into package or bulk truck together with an issuance of Certificate of Analysis (COA) (upon

customersD request) and then the product will be transported to the customers.

Calcium Carbonate (CaCO2) Production Process

1. Examine the physical quality of Calcite

2. Grind the calcite with a ball mill machine

3. Collect a sample of Calcium Carbonate and send to the quality control (QC) department

4. If the customerDs specification is Uncoated Calcium Carbonate, the Company loads grinded Calcium Carbonate into

packages and delivers to the customers

5. If the customerDs specification is Coated Calcium Carbonate, grinded Calcium Carbonate will be mixed with stearic acid to

be Coated Calcium Carbonate, then load products into packages and deliver to the customers

Procurement of Raw Materials, Fuels and Trading Products

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Main raw materials for the CompanyDs production process are limestone and Calcite. In 2011-2013, the portion of limestone

accounts for 88-94 per cent of total stones purchased.

Raw Materials

1) Limestone

In 2011-2013, the Company ordered limestone from 6-9 domestic suppliers, of which, the Company have been doing business

with for more than 3 years. Quality of lime, transportation distance, pricing, age of mining concession, and services are key

considerations for the Company in choosing supplier. Limestone is transported to the Company by either supplierDs logistics or

the CompanyDs depending on each agreement, transportation costs is paid by the Company.

To ensure the quality and secure sources of raw materials, the Company regularly assigns its own geologist to collect limestone

samples from mining sites and test raw material quality in existing and new sites. In addition, the CompanyDs geologist also

provides recommendations to suppliers in relation to types of limestone suitable for lime production.

2) Calcite

The Company purchases calcite from 3-5 domestic suppliers. Whiteness, pricing and services are the main consideration factors

for choosing supplier. The Company regularly assigns its own geologist team to collect samples of calcite to test their quality in

order to ensure quality of calcite.

Fuel - Coal

The Company purchases specific coal from the suppliers in both long-term contracts (3-6 months) and one-time shipments. The

price of the coal is typically quoted in 2 methods : 1) fixed price (in USD) and varied price (based on ICE Newcastle Coal index

at delivery point). The Company is accounted for product cost, freight cost, and transportation expenses.

Trading Products

Trading products include Calcium Oxide, Calcium Hydroxide, Calcium Carbonate, etc. When product shortages occur, the

Company purchases such products from nearby producers in order to fulfill customersD orders.

Lime Industry

The Company produces and sells lime and Calcium Carbonate (CaCO3) which are used in various industrial

production processes, such as the steel, chemical products, sugar, mining, and fiber and paper industries. From the CompanyDs

survey information, the volume of demand for lime products in 2014 is expected to be at least 970,000 tons. The Company

projects that the construction industry will make up the largest share of the demand at approximately 20.7%, followed by the fiber

and paper, steel, sugar, and chemical products industries, with demand shares of 18.7%, 18.1%, 17.9%, and 13.8%

respectively.

Regarding import and export, in 2013, quick lime, slaked lime, and hydraulic lime products had a total export value of

THB 881.8 million and a total import value of THB 30.5 million, calculated to a balance of trade of THB 851.3 million : a reduction

of 10.2% from 2012. In 2013, most of ThailandDs lime products export was to Lao PDR, with a total export value of approximately

THB 290.3 million, followed by South Africa, Australia, Tanzania, India, Japan and Indonesia. Each country has different industrial

usage demands for lime products.

Furthermore, apart from the domestic demand of lime products and their import/export trends, the growth of lime

products also fluctuates according to related industries and the overall state of the economy. The majority of the CompanyDs

revenue is from the domestic sales of products to industrial customers, including the steel, chemical products, sugar, mining,

and fiber and paper industries. Some export to distributors and operators are also used in industries, such as mining and plastic

industries, which results in the business operation of the Company having direct relationships with the growths of the

aforementioned industries.

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Industry Competition

Currently, there are 122 factories all over Thailand operating in lime business, mostly situated nearby lime mining for ease of

transportation such as Saraburi, Lopburi, Nakhon Ratchasima, Ratchaburi. Among 122 factories, only 16 (12 companies) of them

have invested capital more than THB 50 million or have more than 1,000 horsepowers of machineries and equipment, which are

key of being large lime manufacturer of the country as shown below.

Unit: THB million

No. Factory/registered name1/

No. of

factory1/

Location1/

Registered

Capital2/

Revenue

from sales2/

Net

Profit2/

Invested

Capital1/

Horsepower1/ Remark

3/

1 Chememan Co.,Ltd. 2 Saraburi 450.00 1,569.37 108.06 1,532.65 75,485.75 HP Quicklime capacity of

350,000 tons/year

2 Golden Lime Pcl. 3 Lopburi &

Saraburi 225.00 832.60 111.75 326.50 46,001.26 HP

Quicklime capacity of

328,500 tons/year

3 Lime Master Co., Ltd. 1 Saraburi 140.00 507.66 (0.57) 51.40 3,238.80 HP

4 Bangkok C A O Co., Ltd 2 Saraburi 100.00 240.86 (10.03) 242.33 2,769.75 HP

5 Saraburi Quicklime Co., Ltd 1 Saraburi 38.80 236.63 (15.03) 100.00 4,488.75 HP

6 Siam P.P. International Co.,

Ltd 1 Saraburi 20.00 171.71 (0.68) 110.50 12,566.11 HP

7 Thongpol Co., Ltd 1 Nakhon

Ratchasima 3.00 172.21 (0.51) 70.00 2,310.74 HP

8 Siam Lime Products Co.,

Ltd 1 Saraburi 27.88 98.77 4.73 95.00 982.56 HP No Kiln

9 L.S.M. (1999) Co., Ltd 1 Ratchaburi 10.00 - - 112.45 429.20 HP Dolomite

10 United Lime Co., Ltd 1 Nakhon

Ratchasima 65.00 38.43 (13.26) - 2,934.30 HP

11 Thai Lime 2555 Co., Ltd 1 Nakhon

Ratchasima 2.00 0.01 (0.32) 73.50 2,848.81 HP

Established on 4 July

2012

12 Lime Chemical Industrial

Co., Ltd. 1 Saraburi - - - 19.00 1,288.50 HP Bankruptcy since 1999

Remark: 1/ Information from Department of Industrial Works as of 15 Feb 2013

2/ Financial information from Business Online (BOL) as of Financial year 2012

3/ Information from companyDs website and BOL

According to the financial information in 2012 from BOL, Golden Lime ranked in the 2nd place in term of sales, 1

st place in term of

net profit, and 2nd in term of quicklime capacity at 328,500 tons/year, less than Chememan. Chememan (manufacturer and

distributors of both limestone and quicklime) has a total production capacity of 350,000 tons/year. Top 5 lime manufacturers

ranked by revenue of sales are Chememan Co., Ltd., SUTHA, Lime Master Co., Ltd., Bangkok CAO Co., Ltd., and Saraburi

Quicklime Co., Ltd., all of them situate in Saraburi and Lopburi province.

The Company is a manufacturer and distributor of lime and Calcium Carbonate for both domestic and oversea customers. With a

management team with over 30-year experience and more than 10 years of operation, the Company can leverage its know-how

on kiln technology, selection of raw materials, and production controlling system to meet each customerDs demand. Furthermore,

the Company also provides advice on lime application suitable to each customerDs production process, leading to strong

relationship with customers and expanding its customer base. In term of cost controlling, the Company can leverage its know-

how to lower cost of production while achieving greater production efficiency. All of aforementioned factors result in financial

performance and drive the Company to be one of the leaders in the lime industry in Thailand.

Environmental Impacts

The Company recognizes the importance of the surrounding environment, hence, the Company has a policy on air emission and

waste control. All kilns are equipped with dry and wet system controlling the air disposal. Moreover, watering and plantation

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around the factoryDs area are to reduce the diffusion of dust and pollution particles. For wastewater treatment, water from the

production process is circulated and recycled within the factory.

For waste management, the Company assigns approved third party company (approved by Department of Industrial Works) to

dispose wastes from production. As for air emission quality, the Company has received test results on environmental quality for

the period of October 2013, issued by Environmental & Resource Development Co., Ltd. (authorized and registered with the

Department of Industrial Works as a private laboratory). The results are as follow:

From the above table, the CompanyDs air emission and air quality in general environment is within standard limit1/. The Company

continuously conducts an environmental measurement in order to assess impacts on all surrounding communities. Since

establishment until present, the Company has never received any complaint or faced any dispute on environmental issues from

surrounding communities/government entities. The environmental assessment is conducted as a reference and was not

distributed to any third parties. Furthermore, the company has received ISO 14001:2004 certification for its environmental control.

Summary of Material Contracts

1. Leased Contract

Counter Party Mr. Kitimethee Monsereenusorn (Lessor)

Date of Contract 30 May, 2012, latest amendment on the contract is on 8 March 2013

Contract Duration 3 years (Ending 31 March, 2015)

Rental Fees Monthly rental fees of THB 82,800 shall be paid within 1st : 7

th day of every month

Summary of the Contract

- The Company rents the office space located at 8/222 Moo 3, Srisaman Road, Soi 2 Ban Mai, Pakkred,

Nonthaburi from the lessor, including parking space of 120 Sqm, total utilized area of 602 Sqm.

- Extension of contract: 2 times (3 years each)

- Lessee shall not engage in any sub-rental agreement to a third party without any written consent from the

lessor

- In case of contract extension, the lessee agrees with lessor that rental fee increment is 10% from the fee in the

latest rental agreement

1/ According to the announcement of Industry Ministry on amount of contaminants of air emitted from factory, 2006

Item Unit Criteria Results of 2013 measurements

1. Air emission from KilnsD exhaust

Total Suspended Particulate

Sulfur Dioxide

Oxides of Nitrogen

Carbon Monoxide

mg/m3

ppm

ppm

ppm

Not more than 320

Not more than 700

Not more than 400

Not more than 690

111 - 285

<0.10 : 26

50 - 196

116 - 218

2. Quality of air in general environment

Total Suspended Particulate 24 hours mg/m3 Not more than 0.33 0.195 - 0.322

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2. Sales Contracts with Customers

Nature of Contract Buyer agrees to purchase lime at indicative quantity (mostly monthly or yearly

usage amount) during the period as specified in the contract

Pricing Price is based on Fuel Oil 1500 wholesale price and transportation cost pegged

with diesel price

Product Specification Specification includes available CaO/ Ca(OH)2), humidity level, contaminant level,

reactivity, residual size (burnt lime (lump)), form of the product

(lump/pebble/powder), etc.

Payment Term Buyer agrees to pay the Company within a specified period in the contract (mostly

30-60 days) after delivery is made

Other Terms In case the Company is unable to deliver the products as specified period, quality

or quantity, the seller agrees to be bound by :

- Quantity and delivery: In case of any delayed/undelivered/substandard

shipment, the seller shall compensate 25 percent of total amount of

undelivered/delayed/substandard shipment to the buyer

- Cancellation all or part of the contract: Fine is subjected to the seller not

exceeding 25 percent of the value of the canceled goods; the seller must

reimburse all the extra cost of the goods if the buyer has to purchase the

same type, quality and quantity of goods from a different supplier

3. Fuel Purchasing Contract from Overseas

Nature of the Contract Features as long-term contract (shipment covering 3-6 months) and one-time

shipment contract

Pricing The Company submits bidding price to the supplier, referencing the market price

at time of bidding and price of previous contracts. The purchase contracts has 2

pricing methods depending on each contract: 1) as agreed in fixed USD and

pricing referencing the ICE global coal Newcastle Index at the time of delivery

(using FOB delivery term)

Payment Term Paid via Trust Receipt (T/R) of financial institutions to import such fuel

4. Joint Venture Agreement ns)py

Counter Party PT Krakatau Industrial Estate Cilegon (with Golden Lime PCL)

Date of Contract 26 November, 2013

Summary of the Contract

Purpose of Joint Venture: The development, engineering, construction, shareholding, and maintenance of a

lime-producing factory and related machineries, to be located in Indonesia, with a

production capacity of approximately 450 ton/day (3 lime kiln with capacity of 150

ton/day each)

Joint Venturen capacity of approximately 450 ton/day (3 lim

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Capital Structure: The contract parties will invest in registered capital of IDR 70.81 billion, of which 10

percent shall be invested by the Company and 90 percent shall be invested by

KIEC. The Joint Venture will have a development period of approximately 18

months after the hiring of a construction contractor and procurement of

machineries and equipment

Responsibilities of Parties: Golden Lime PCL shall act as an engineering advisor and supporter, as well as

procuring machineries and equipment relating to the project, and KIEC shall assist

in obtaining permits and/or other related documents

Feasibility Study (if any) - None -

Technical and Management Assistance - None -

Future Plans

With the CompanyDs and managementsD experience and expertise in lime and Calcium Carbonate industries such as kiln

development, production excellence, and quality control, the Company plans to invest in lime and Calcium Carbonate-related

business both domestic and oversea to heighten the growth, competitive advantage, and maximize shareholdersD value. Below

are some future projects of the Company:

1) Capacity expansion for Calcium Hydroxide (hydrated lime)

The Company plans to expand capacity for hydrated lime by building 2 Calcium Oxide grinding machines at the Napralan

factory (Calcium Oxide is a main input for hydrated lime production) and another hydrator machine at Chongsarika factory. Such

investment leads to the capacity expansion of hydrated lime from 61,300 to 91,900 tons/year. With higher hydrated lime

production capacity, the Company shall penetrate new markets and enjoy higher revenue and profit margin as well as reduce the

risk from reliance on one product line, quicklime.

Currently, the project is under construction and estimated to be completed during 2013-2014 with total investment cost of THB

80 million.

2) High volatile coal grinding system & machine

The current coal grinding machine is unable to grind high volatile coal. In order to have an alternative fuel and production cost

optimization reducing risk of single-fuel reliance, the Company expects to invest in coal grinding machine and system. Expected

the completion date is by 2014 and the total investment cost is estimated to be THB 70 million.

3) Investment in lime-related businesses

The Company plans to invest in lime-related businesses both domestically and internationally e.g. investment/joint venture,

acquisition, to expand capacity, widen customers base and increase revenues. The Company is during the search of potential

investment opportunities to conduct further feasibility study and expect such investment during 2013-2015.

On 26 November, 2013, the Company entered into a Joint Venture Agreement (JVA) with PT Krakatau Industrial Estate Cilegon, a

subsidiary of PT Krakatau Steel, a major Indonesian steel manufacturer, in order to establish a joint venture to develop a lime

production and sales project, with a production capacity of 450 ton/day (3 lime kilns with capacity of 150 ton/day each). Once

production has begun, the majority of the produced lime will be used in steel factories belonging to PT Krakatau SteelDs group.

The joint venture, PT Krakatau Golden Lime, is currently in the registration process in Indonesia, where the Company will invest in

10 percent of the total registered capital of IDR 70.81 billion (approximately THB 19.54 million), in accordance with the JVA.

4) Supplying KilnsCupplying Kilnt commissioning of lime kiln

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The Company expects to utilize its working capital to engage in kilnsD supply and commissioning services e.g. sourcing of kilnsD

parts, commissioning of kiln. This business is developed from the managementDs in-depth knowledge and experience in lime

business.

On 1 October 2013, SUTHA entered into sales contract with an Indonesian customer to supply kilnsD main parts1/ of a 150-ton-

per-day kiln including steel structure, refractory bricks, coal firing equipment, electrical and controlling equipment (quoted in

FOB term of ThailandDs port). The services include commissioning of the kiln for production start up. The contract is valued at

USD 2.537 million with the delivery plan from December 2013 and the Company expects to complete by the end of 2014.

Remark:

1/ The Indonesian client shall provide certain parts of kiln by itself such as foundation, control room, lighting, quicklime conveying system etc. Such supply

and commissioning services exclude the supply of raw materials, fuel and consumables, routine operating services and maintenance.

Related Party Transactions

Summary of Relationship

Person who may have conflict of

interest Relationship

Oleofine Organics (Thailand) Co.,

Ltd.

- Mr. Kiatikul Monsereenusorn is the Chairman of the Board of Directors of Oleofine Organics (Thailand) Co., Ltd.

as of April 2013 and holds 3.75% of the paid-up capital of the company as of 30 Apr 2012

- Mr. Kitimethee Monsereenusorn (Mr. KiatikulDs son) is a director and managing director of Oleofine Organics

(Thailand) Co., Ltd. since April 2013 and holds 0.0001% of the paid-up capital of the company as of 30 Apr

2012

- Miss Nuchnath Monsereenusorn (Mr. KiatikulDs daughter) holds 0.0001% of the paid-up capital of the company

as of 30 Apr 2012

99 Di-cal Co., Ltd. - Mr. Puncharit Monsereenusorn held 99.98% of the shares until January 2013, and was a director and managing

director until 28 Feb 2013

Mr. Kiatikul Monsereenusorn - Is a director and managing director of the Company

- Is a shareholder in the Company, with a holding of 149,493,400 shares, calculated to 66.44% of the CompanyDs

paid-up capital

Mr. Kitimethee Monsereenusorn - Is a director of the Company and is the son of Mr. Kiatikul and Mrs. Maturose Monsereenusorn


paid-up capital

Mrs. Maturose Monsereenusorn

- Is the spouse of Mr. Kiatikul Monsereenusorn, director and managing director of the Company

- Mother of Mr. Kitimethee and Miss Nuchnath Monsereenusorn

Mr. Puncharit Monsereenusorn - Is a director and assistant managing director of the Company


paid-up capital

The following is a summary of related party transactions between the Company and related companies or persons who may have

conflict of interest for the periods ended 31 December 2011, 2012 and 2013.

a) Purchases/Sales of Goods and Services

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Person who may have

conflict of interest Transaction

Transaction Value

(THB Million) Rationale and necessity

2555 2556

Oleofine Organics

(Thailand) Co., Ltd.

Purchase of goods and services

The Company purchased goods from Oleofine Organics

(Thailand) Co., Ltd. and resale to oversea customers

Amount purchased

Account payable

8.67

0.01

-

-

The transaction is part of normal operation for

the Company and the purchased prices were

in the similar price level with any other clients

of Oleofine Organics (Thailand) Co., Ltd.

99 Di-cal Co., Ltd. Grinding service

The Company provided a grinding services to 99 Di-cal Co.,

Ltd.

Services revenue

Account receivable

0.59

0.03

0.09

-

The transaction is part of normal operation for

the Company, and the price that the Company

charged was based on the cost plus profit,

which were reasonable and beneficial to the

Company.

b) Guarantor for Credit Facilities with Financial Institutions

Person who may have


Transaction Value


2555 2556

Mr. Kiatikul

Monsereenusorn

Mr. Kiatikul Monsereenusorn acted as a guarantor for loans

and hire purchase/leasing credits for a company, receiving

no compensation

Collateral value amounts for loans

Collateral value amounts for hire purchase/leasing credits

799.60

42.00

679.60

72.00

Mr. Kiatikul acted as a guarantor for loans

obtained from banks and other financial

institutions, following the conditions of the

aforementioned loans, which is beneficial to

the company.

Mrs. Maturose

Monsereenusorn

Mrs. Maturose Monsereenusorn acted as a guarantor for

loans and hire purchase/leasing credits for a company,

receiving no compensation


50.70

10.00

Mrs. Maturose Monsereenusorn acted as a

personal guarantor for loans obtained from

banks and other financial institutions, following

the conditions of the aforementioned loans,

which is beneficial to the company.

Mr. Kitimethee

Monsereenusorn

Mr. Kitimethee Monsereenusorn acted as a guarantor for

loans and hire purchase/leasing credits for a company,

receiving no compensation


720.00

660.00

Mr. Kitimethee Monsereenusorn acted as a

guarantor for loans obtained from banks and

other financial institutions, following the

conditions of the aforementioned loans, which

is beneficial to the company.

c) Office Rental

Person who may have


Transaction Value


2555 2556

Mr. Kitimethee

Monsereenusorn

In 30 May 2012, the Company rents an office building from

Mr. Kitimethee Monsereenusorn, with utilizable space

totaling to 602 square meter

Rental fees

0.75

0.99

Due to convenient transportation and office is

well connected between departments

including the rental fee of the office is

reasonable when compared to similar utilizable

spaces and market prices in nearby areas

12 / 24

d) Sales of Assets

Person who may have


Transaction Value


2555 2556

Mr. Kiatikul

Monsereenusorn

In 28 Dec 2012 and 27 June 2013, the Company engaged in

sales of 2 condominiums, Cha-am Long Beach

Condominium and the Emporio Place Condominium, to Mr.

Kiatikul Monsereenusorn at the prices of THB 8.03 million

and THB 16.30 million respectively.

8.03

16.30

Due to the aforementioned condominiums

being non-revenue-generating assets and the

aforementioned prices being reasonable when

compared to the appraised prices by the

Department of Lands and the appraised prices

by an approved independent appraiser

Oleofine Organics

(Thailand) Co., Ltd.

In 31 July 2013 and 17 Oct 2013, the Company engaged in

sales of 2 vehicles, to Oleofine Organics (Thailand) Co., Ltd.

amounting THB 3.57 million

-

3.57

Due to the aforementioned vehicle being non-

business-related asset and the aforementioned

price being reasonable when compared to

market price.

Contingencies and Commitments

As of 31 December, 2013, the Company has the following contingent liabilities and liabilities that may arise:

1) As of 31 December, 2013, the Company has capital expenditure contingent liabilities regarding construction of factory

buildings and purchases of machinery and equipments totaling THB 6.6 million (31 December, 2012: THB 1.6 million)

2) On 26 November, 2013, the Company entered into a Joint Venture Agreement (JVA) to engage in lime production

business in Indonesia, with an investment proportion of 10 percent of the IDR 7.1 billion registered capital.

3) On 14 November, 2013, at the 7/2013 Board of Directors meeting, an agreement was reached to establish PT Golden

Lime Indonesia, to be registered in Indonesia, in order to expand the market base of the Company, investing in 99

percent of the registered capital. The value of the investment by the Company is approximately USD 0.8 million.

4) As of 31 December, 2013, the Company has capital expenditure commitments for the purchase of supplies to be used

in production with a foreign company, the volume and value of which is specified in the contract.

5) As of 31 December, 2013, the Company had secured credit facilities from financial institutions with the Company from

financial institutions: THB 9.7titution the fees as specified in the contract totaling tows :

- Long term loans, letter of credits, trust receipts, letter of guarantee and short term loan amounting THB 484.6 million

with un-withdrawn amount of THB 24.2 million

- Overdrafts amounting THB 35 million

- Forward contract amounting THB 180 million

- Hire purchase/leasing amounting THB 72 million, with un-withdrawn amount of THB 13.3 million

Risk Factors

1. Business Risks

1.1. Risk relating to raw materials

The main raw material in lime production is limestone. At present, the Company procures limestone from suppliers holding

concessions to operate limestone quarries in nearby areas e.g. Saraburi and Lopburi, which can provide the required quality

limestone. (There are 162 operators1/ with mining concessions in the aforementioned provinces.) Limestone purchase accounted

for 39.88 percent of the total purchases in production. During 2011-2013, the Company purchased limestone from around 6-10

suppliers, with continuous procurement with some suppliers for more than 3 years despite lack of any contractual obligations.

However, the Company can neither guarantee nor forecast whether it can continue to buy limestone in the quantity and quality

that may ensure sufficient production, which may affect the CompanyDs costs. On the other hand, the Company has never

1/ Includes all types of limestone mining (Information from the Department of Primary Industries and Mines, 19 April, 2013)

13 / 24

encountered a situation where it is lacking in limestone supply. Furthermore, the Company has inventory controlling system and

also sending out quality assurance teams to collect limestone samples for quality testing both from present and potential supply

sources. With the CompanyDs 10-year experience in limestone calcinations, it can utilize limestone from different sources and still

deliver lime meeting customersD needs.

1.2. Risk relating to fuel price and supply

At present, the Company procures coals for use in its production from 2 ASEAN suppliers. Thus, if these 2 suppliers cannot

supply coals at the required price and quality, the Company may need to switch to procure from other sources, which may affect

the costs of production. In 2012, each of these providers supplied fuels amounting less than 30 percent of total production

purchase. The Company has maintained good relationships with both the suppliers and has track records of transaction for no

less than 3 years, and also has never encountered a situation where it is short on fuels.

Coal, which is the primary fuel in the lime production, is a commodity product, of which, its price depending on its world market

price according to demand and supply and foreign exchange rate. The Company has a policy minimizing such risks by entering

into purchasing contracts with its suppliers both in the long term, which cover deliveries in around 3-6 months, and one-time-

shipment contracts. Price for each contract may be in the form of 1) fixed pricing based on an agreement in USD and 2) pricing

with reference to a coal price index (+/- of tonnage coal price relative to the ICE Newcastle Index) at the time of delivery. The

Company keeps a coal inventory of at least 2-month usage quantity. Such contracts help reduces fluctuation in the costs of

productions, allowing the company to manage its costs in such a way that it retains its competitive capability.

Furthermore, the Company plans to invest in high volatile coal (such as bituminous coal) grinder and system. Bituminous has

over 10 traders in the country, in order to give the Company an fuel alternative and reduce the risks of overreliance on its

suppliers.

1.3. Risk relating to environment and personnel safety

Due to the nature of the CompanyDs operation, there may be adverse effects to the surrounding environment or to the safety of its

personnel. The Company is under the supervision of the Department of Industrial Works, Ministry of Industry, meaning that it

must follow the environmental laws and regulations, including the disposal of waste or unused materials, the regulation of factory

exhaust air, submitting reports on the types and volumes of pollutants that are emitted from the factory, etc. The aforementioned

regulations may be subject to changes or added in the future.

In any case, the Company puts great importance on managing its environmental impact in order to adhere to the laws and

controls its production process to be within the specified environmental standard. The Company has specified health, safety and

environmental policies, including selecting production technology and processes; designing, implementing and defining

operating procedures; building a culture of safety; performing environmental risk analysis as well as improving and developing

an aggressive environmental management system; and reducing environmental impact to stakeholders. The Company has

implemented pollution control for its production process by installing emission control of dust, smoke, gas and smell that are

generated from the calcination process. The Company has a water treatment and recycling facility in the production process as

well as having environmental checks in the areas around the factory. Since establishment, the Company never has not had any

disputes or received any complaints either from the public or from a government unit. Either way, due to the complexity of and

potential changes to the aforementioned regulations, the Company cannot guarantee that it will not receive any complaints

regarding the environment in the future, and if an impact or a complaint arises, the Company may be subjected to additional

expenditures in order to address such problems.

1.4. Risk that the Company cannot operate its business to sell and install lime production machineries successfully, or will have gross profits less than its sales of chemical business, or will have higher costs

Since late 2013, the Company has conducted a new business in selling, assembling and installing lime production machineries,

including lime kilns, lime conveyance systems, fuel burning parts, etc., as the management possesses knowledge and expertise

in lime production technology, with over 30 year of experience, as well as experiences in equipment and machinery procurement

14 / 24

from suppliers, contractors or experts in construction and installation of lime kilns and testing of machinery. With the recent

expansion in production in the last 2-3 years, the Company has resolved to diversify its business as a service provider and

continues to increase value for its shareholders.

However, with the operation of the aforementioned business, the Company is exposed to the following risks:

- The Company may has problem in procurement of parts and equipment in time for its clientshas problem in procurement

anned budget due to having to procure from other companies.

- The Company may not be able to assemble or install the aforementioned machineries in time, with increased costs, or with

delays in deliveries.

- The Company may not be able to retain staff that is crucial to its procurement, assembly and installation business.

Thus, the Company may not benefit from its procurement, assembly and installation business as has been expected, which may

negatively affects the CompanyDs business, operation results and business opportunities.

1.5. Risk from foreign investment and investment in which the Company is a minority shareholder The Company has entered into a Joint Venture Agreement with PT Krakatau Industrial Estate Cilegon, a subsidiary of PT Krakatau

Steel, a major Indonesian steel manufacturer, and is in the process of registering a company, PT Krakatau Golden Lime, in

Indonesia, in order to produce and sell lime in Indonesia. The Company expects that it will invest in 10% of the total registered

capital of IDR 70.81 billion (approximately THB 195.36 million2). The operation of such an entity could be exposed to various risk

factors such as internal risks and external risks such as economic risk, competitive risk, political risk, legal and legislative risk, tax

risk, foreign exchange risk, etc., which can affect the CompanyDs investment. Additionally, the Company is a minor shareholder,

which means that it is powerless to significantly influence policies and management decisions.

However, the Company has carefully considered both the opportunity for growth and the risks of the investment, where the

aforementioned investment is a joint venture with a subsidiary of a major regional steel manufacturer and has good ability and

expertise in the Indonesian region.

2. Financial Risks

2.1. Risk relating to exchange rates

At present, the Company has purchased fuels from oversea and also exported goods, using the USD as the primary currency. In

2012, the costs of importation of fuels, including import taxes, freight and other shipping costs, amount to 36.68 percent of total

purchases, and the revenue from exports in foreign currencies amounts to 3.08 percent of total revenues in 2012. By buying fuels

from abroad, the Company is exposed to a 30-day exchange rate fluctuation risk, which is the amount of time from when the debt

is incurred to the CompanyDs account in foreign currency to when financial institutions settle with the CompanyDs supplier on

behalf of the Company (via trust receipts) and the debt is converted into THB.

Either way, the Company maintains its assessment on foreign currency risk, closely monitors the movement of the USD against

the THB and continuously studies ways in which such risks could be mitigated. This is done via consultations with partner banks.

Up until now, the Company has never been significantly affected by exchange rate volatility.

2.2. Risks relating to interest rates

The Company has interest-bearing debt-to-equity ratios of 0.63, 1.27 and 1.38 at the end of 2011, 2012 and 2013 respectively.

With respect to long- and short-term debts, the interest rates are floated, meaning that an incremental interest rate adjustment by

financial institutions would adversely affect the Company and increases its interest burden, which may reduce the CompanyDs

profit and may even affect the shareholdersD returns. However, the Company manages the risks from interest rates by distributing

the proportion of fixed and floating rate appropriately and continuously following the trends of floating interest rates.

3. Management Risks

3.1. Risk from having major shareholders influencing the CompanyCs policies

2 Exchange rate of IDR 362.46 to THB 1

15 / 24

As of 27 March, 2013, the family of Mr. Kiatikul Monsereenusorn altogether holds 89.88 percent of the paid-up capital of the

Company, and Mr. Kiatikul Monsereenusorn holds the position of managing director of the Company. Even after the IPO, Mr.

Kiatikul MonsereenusornDs family still holds the majority of shares in the company, with 67.41 percent of the CompanyDs paid-up

capital. Therefore, the Company and/or its shareholders may be exposed to the risk that Mr. Kiatikul MonsereenusornDs family

can heavily influence managing policies one way or another, as the family controls almost the entirely of the votes of

shareholders and also has control over policies and management decisions of the Company. The other shareholders may not

have sufficient votes to ensure checks and balances on the matters proposed by Mr. Kiatikul MonsereenusornDs familyDs to the

shareholdersD meeting.

However, the Company has appointed audit committees whom served to audit, maintain check and balance and approve any

issues before being proposed at shareholdersD meeting, in order to ensure transparency of the Company and avoid transactions

that may cause potential conflict of interest.

Dispute

As of 31 December, 2013, the Company does not have any legal disputes that may have a negative impact on the CompanyDs

assets by more than 5 percent of the CompanyDs total equity value and also has no lawsuit that may impact the CompanyDs

business by a significant amount.

No. of Employees As of 31 December, 2013, the Company has total of number of employees of 310

Company Background

Golden Lime Public Company Limited was established on 2 October 2003 with a registered capital of THB 1,000,000. In 2005,

the Company increased its registered capital to THB 90 million for production and distribution of 1) Lime (Calcium Oxide (CaO)

and Calcium Hydroxide (Ca(OH)2) and 2) Calcium Carbonate (CaCO3). Lime is widely used as filtering aids in production

process and pH regulator in waste water treatment in various key industries including steel, chemical, sugar, mining, pulp and

paper, etc. Calcium Carbonate is primarily used as filler and extender to reduce cost of production. Furthermore, the Company

also engages in trading business. In the past, the Company has been increasing its registered capital for funding new

investment and improves its production facilities to meet customersD demand and can be summarized as follows. Furthermore,

there are sales of trading products and other products and services, including the sales and installation of lime production

machineries and equipment in which the Company has started the business in 2013.

2003-2005 � The Company increased its registered capital to THB 90 million for funding an investment in assets for

lime and Calcium Carbonate production.

2006 � The Company increased its registered capital to THB 150 million to invest on a new kiln, increasing

quicklime production capacity by 54,750 tons/year.

2007 � Increased its registered capital to THB 175 million for business expansion

- Invested on another kiln (increasing quicklime capacity by 54,750 tons/year)

- Used for land acquisition to expand raw material storage

� Obtained an investment privilege from Board of Investment of Thailand (BOI) in December 2007 for

Calcium Oxide business

� The company received ISO 9001:2008 certificate for its quality control system

2008 � Increased its registered capital to THB 190 million for 50-Rai land acquisition to expand the

Chongsarika factory

2010 � Building another 2 kilns which start operation in Dec 2011 and Feb 2012 respectively

� Awarded Excellence of <Stone Mill & Mining= Award for 3 consecutive years (2008-2010) from the

Pollution Control Department

16 / 24

2011 � Increased its registered capital to THB 225 million in order to restructure company capital structure

preparing to listing in Stock Exchange of Thailand (SET); the increased capital was used as working

capital for capacity expansion

� Obtained an investment privilege from Board of Investment of Thailand (BOI) in April 2011 for Calcium

Oxide and Calcium Hydroxide business

� Received ISO 14001:2004 certification for its environmental control system

� Received OHSAS 18001:2007 certificate for safety control and industrial hygiene

2012 � Installed Calcium Oxide grinding machines

2013 � At the 1/2013 general shareholder meeting on 21 March, 2013, an agreement was reached to convert

the Company into a public limited company, and an increase in capital from THB 225 million (45 million

common shares at par value of THB 5) to THB 300 million (300 million common shares at par value of

THB 1) by converting par value of shares from THB 5 to THB 1. Thus, there are 225 million paid-up

common shares and 75 million increased common shares for public offering, with the Company having

registered with the Ministry of Commerce on 27 March, 2013 and converting to a public limited

company. The Company name was changed to Golden Lime Public Company Limited.

� Began construction of 1 hydrator and 1 Calcium Oxide grinder in order to increase production power of

Calcium Hydroxide.

� The Company was certified for the Green Industry standard by the Ministry of Industry at the third level,

<Green System=.

Investment in Subsidiary

Name Type of Business Paid up

Cap.1/

% of shares

holds

Investment

Value1/

PT. Golden Lime

Indonesia

(Located in Indonesia)

Act as a selling agent to distribute lime that produce

in Indonesia to nearby countries (focusing on surplus

lime produced by customers who purchase machine

& equipment from the Company)

26.06 99.99 26.06

Note: Aforementioned subsidiary is undergoing the registration process

1/ Exchange rate 32.58 THB/USD

Associated/ Related Companies - None -

17 / 24

Change in Capital in the last 3 years

Date Increased/

Decreased Capital

Capital after

increase/

decrease

Remark/Objective for increased/decreased capital

27 May 2011 THB 35 Million THB 225 Million

Used as working capital for capacity expansion and for

capital restructuring in order to prepare for listing in

Stock Exchange of Thailand.

27 March 2013 THB 75 Million THB 300 Million Increased capital is prepared for a newly listed shares

(75 million shares @ par value of THB 1.00)

Accounting Period 1 January : 31 December

Auditor Ms. Nonglak Pumnoi, No. 4172, Ernst & Young Office Limited

Registrar Thailand Securities Depository Company Limited (TSD)

Financial Advisor KT ZMICO Securities Company Limited

Lead Underwriter KT ZMICO Securities Company Limited

Dividend Policy

The Company has a policy to pay dividend to its shareholders at not less than 40% of net profit after corporate income tax, legal

reserve and other reserves (if any). However, such dividend payment maybe subjected to changes, based on operating

performance, financial position, economic condition, future investment and business expansion plan, and other rationales and

factors as deemed appropriate by the Board of Directors and/or the shareholders of the Company.

BOI Certificate

Granted Business Certificates

No.

Capacity

Granted Privileges Issued Date and Expiry

Calcium Oxide

Production 2236(2)/2550

146,000

tons/year

Corporate tax income exempted

for net profit from granted business

not more than invested capital

(THB 94.35 million)

Issued Date : 13 Dec 2007,

BOI used since 1 Mar 2010

and shall expire by 28 Feb

2018

Calcium Oxide and

Calcium Hydroxide

Production

1426(2)/2554 210,000

tons/year

Corporate tax income exempted

for net profit from granted business

not more than invested capital.

Operation is expected to begin in

March 2014 (THB 242.74 million)

Issued Date : 5 Apr 2011, BOI

used since 1 Mar 2012 and

shall expire 28 Feb 2020

18 / 24

No. of Shareholders As of 31st March 2014 are as follows:

No. of

Shareholders

No. of Shares % of paid-up

capital

1. Strategic shareholders

1.1 Directors, managers, and executive management

including related persons and associated persons

7 212,499,990 70.83%

1.2 Shareholders holding > 5% including related persons - - -

1.3 Controlling Shareholders - - -

2. Non-Strategic shareholders hold ≥ 1 trading unit 1,492 87,500,010 29.17%

3. Non-Strategic shareholders hold ≤ 1 trading unit - - -

Total Shareholders 1,499 300,000,000 100.00%

Major Shareholders : As of 31st March 2014

Name

Holding Structure after IPO

As of 31 March 2014 Holding Structure before IPO

Number of Shares Percentage Number of Shares Percentage

1. MonsereenusornDs Family 210,499,990 70.17 210,499,990 93.56

Mr. Kiatikul Monsereenusorn 149,493,400 49.83 149,493,400 66.44

Mr. Kitimethee Monsereenusorn 52,730,250 17.58 52,730,250 23.44

Mr. Cherdkiat Monsereenusorn 6,776,320 2.26 6,776,320 3.01

Mr. Puncharit Monsereenusorn 1,500,010 0.50 1,500,010 0.67

Mr. Sasis Monsereenusorn 5 0.00 5 0.00

Mr. Yongyot Monsereenusorn 5 0.00 5 0.00

2. Ms. Tongrak Kitwattanachai 5,000,000 1.67 5,000,000 2.22

3. Ms. Nutthiya Tongcharo 3,500,000 1.17 3,500,000 1.56

4. Mr. Somkiat Poolaor 2,000,000 0.67 2,000,000 0.89

5. Mr. Santitavee Sarasas 2,000,000 0.67 - -

6. Ms. Sarinee Nerngchamnong 2,000,000 0.67 - -

7. Ms. Siriporn Sakulreungrak 2,000,000 0.67 - -

8. Chudatemiya's Family 1,500,005 0.50 1,500,005 0.67

Mr. Aukrit Chudatemiya 1,500,000 0.50 1,500,000 0.67

Mr. Vinij Chudatemiya 5 0.00 5 0.00

9. Mr. Nattapol Songsaichol 1,300,000 0.43 - -

10. Mr. Veradetch Chanchaeng 1,277,200 0.43 - -

11. Other Minority shareholders 68,922,805 22.97 2,500,005 1.11

Total 300,000,000 100.00 225,000,000 100.00

Foreign Shareholders As of 31st March 2014:

The Company has 20 of foreign shareholders altogether holding 711,500 shares (equivalent to

0.24% of paid-up capital)

Note: The CompanyRs Article of Association, chapter 3 section 11, impose restrictions on foreign

shareholding as follows: <The CompanyDs shares can be liberally transferred, except in the case of

19 / 24

any share transfer that causes the foreign shareholding to exceed forty-nine percent (49%) of total

paid-up share capital of the Company=.

Board of Directors: As of 5 March 2013, the Board of Directors consists of 7 directors as follows:

Name Position Date of Appointment

1. Mr. Cherdkiat Monsereenusorn Chairman of the Board of Directors 29 April 2011

2. Mr. Kiatikul Monsereenusorn Director and Managing Director 12 November 2010

3. Mr. Puncharit Monsereenusorn Director and Assistant Managing Director, Acting

Head of Sales and Marketing

24 November 2010

4. Mr. Kitimethee Monsereenusorn Director 29 April 2011

5. Mr. Sripop Sarasas Chairman of Audit Committee/Independent Director 29 April 2011

6. Mr. Suvit Mapaisansin Audit Committee/Independent Director 29 April 2011

7. Mr. Suvait Theeravachirakul Audit Committee/Independent Director 29 April 2011

Remark: Ms. Thidarat Sihawanlop acts as the CompanyDs secretary and secretary of the Board of Directors.

Audit Committee

The shareholders meeting No. 3/2011 held on 29 April 2011 passed a resolution appointing the audit committee.

1. Mr. Sripop Sarasas Chairman of the Audit Committee

2. Mr. Suvait Theeravachirakul Audit Committee

3. Mr. Suvit Mapaisansin Audit Committee

Mr. Suvait Theeravavachirakul has sufficient knowledge and experience to review financial statement reliability

Secretary of Audit Committee: Ms. Thidarat Sihawanlop

Scope of Duties and Responsibilities

1. To review and ensure the accuracy and adequacy of the CompanyDs financial reporting

2. To review and ensure that the CompanyDs internal control and internal audit systems are proper and effective, to determine

the independence of its internal audit unit, and to approve the appointment, transfer and dismissal of head of the internal

audit unit or any other units concerned with internal audit function

3. To review and ensure that the Company complies with the law on securities and exchange, the SETDs regulations and the

laws relevant to its business

4. To consider, propose, and appoint an independent person to serve as the CompanyDs auditor and to propose the auditorDs

remuneration, as well as to participate in a meeting with the auditor, without presence of the management, at least once a

year

5. To review any connected transactions or any other transactions that may cause potential conflict of interest to ensure that it

conforms to the relevant laws and the SETDs regulations and that it is a reasonable transaction with the utmost benefit to the

Company

6. To prepare a report of the Audit Committee, duly signed by the Audit Committee Chairman, to be published in the

CompanyDs annual report, containing at least the following details:

(a) Opinion on the accuracy, completeness and reliability of the CompanyDs financial report;

(b) Opinion on the adequacy of the CompanyDs internal control system;

(c) Opinion on the CompanyDs compliance with the law on securities and exchange, the SETDs regulations or the laws

relevant to its business;

(d) Opinion on the suitability of the auditor;

(e) Opinion on the transaction with a possible conflict of interest;

20 / 24

(f) Number of the Audit CommitteeDs meetings held and attendance by each Audit Committee member;

(g) Opinion or observation received by the Audit Committee from its performing of duties in accordance with the charter;

and

(h) Other transactions that shareholders and public investors should be notified within the scope of duties and

responsibilities designated by the Board of Directors.

7. To perform any other act as assigned by the Board of Directors, with the approval of the Audit Committee.

8. To report the Board of Directors when the Audit Committee discovers or suspects any of the following transactions or acts

which might have a material effect on the CompanyDs financial position and business performance, for further rectification

within the period of time deemed appropriate by the Audit Committee:

(a) A transaction involving a conflict of interest;

(b) A fraud or irregular practice or material error in relation to the internal control activities; and

(c) A violation of the law on securities and exchange, the SETDs regulations or the laws relevant to the CompanyDs

business.

Terms for holding office

1. Chairman of audit Committee 3 Years

2. Audit Committee 3 Years

The Audit Committee has a term of 3 years effective from the appointment date. The Audit Committee being retired by rotation

can be reappointed.

Listing Conditions - None -

Silent Period Shareholders, holding common shares before the companyDs the IPO of 165,000,000

shares or 55 percent of paid up capital after the IPO, certify to the Stock Exchange of

Thailand that their shares shall not be sold for the period of one year from the first

trading date. Upon the expiry of 6-month period of the prescribed time, those

shareholders will be allowed to sell 25 percent of the total amount of shares prohibited

for sale and the remaining can be sold after one year.

Waiver by the SET - None -

Other vital issues (if any) - None -

21 / 24

Statistical Summary

Golden Lime Public Company Limited

Year

In Thousand Baht/Share Dividend

Payout Ratio

(%)

Total Sales

Net Profit

(Loss)

Earnings

(Loss)

Dividend

Book Value

2011 744.56 74.23 0.33 0.49 1.19 147.74%

2012 832.60 111.97 0.50 0.17 1.53 34.16%

2013 850.98 100.88 0.45 0.70 1.28 155.51%

* Par value of THB 1.00


Statement of Financial Positions

(Unit: THB thousands)

Audited

As at 31 December

2011 2012

(Restated) 2013

Amount % Amount % Amount %

Assets

Current Assets

Cash and cash Equivalents 32,300 4.80 62,833 8.36 110,336 13.92

Trade and other receivables 106,966 15.88 143,732 19.12 142,766 18.01

Short-term loan to related parties - - - - - -

Inventories 95,235 14.14 66,887 8.90 80,646 10.18

Other current assets 4,892 0.73 2,072 0.28 5,254 0.66

Total current assets 239,393 35.55 275,524 36.66 339,002 42.77

Non-current assets

Restricted bank deposits 416 0.06 - - - -

Investment properties1/ - - 8,084 1.08 8,084 1.02

Property, plant and equipment 433,386 64.35 465,791 61.98 440,303 55.56

Deferred Tax Assets - - 1,380 0.18 624 0.08

Other non-current assets 242 0.04 787 0.10 4,536 0.57

Total non-current assets 434,044 64.45 476,041 63.34 453,546 57.23

Total Assets 673,437 100.00 751,566 100.00 792,549 100.00

1/Remark: Auditor has reclassified the CompanyDs property, plant and equipment.

22 / 24


Audited

As at December 31

2011 2012 2013


Liabilities and shareholdersC equity

Current liabilities

Bank overdrafts and short-term loans from

financial institutions 120,532 17.90 134,337 17.87 239,704 30.24

Trade and other payables 49,799 7.39 42,665 5.68 58,858 7.43

Short-term borrowing from related parties - - - - - -

Current portion of long-term loan from related

parties - - - - - -

Advance received from customers - - - - 22,850 2.88

Current portion of long-term loans 55,583 8.25 49,661 6.61 33,815 4.27

Current portion of finance lease payables 6,596 0.98 15,681 2.09 18,918 2.39

Income tax payable 6,784 1.01 5,581 0.74 2,752 0.35

Other current liabilities 1,410 0.21 3,019 0.40 9,149 1.15

Total current liabilities 240,704 35.74 250,944 33.39 386,045 48.71

Non-current liabilities

Long-term loans : net of current portion 147,012 21.83 123,363 16.41 83,039 10.48

Finance lease payables : net of current portion 12,095 1.80 27,490 3.66 29,727 3.75

Long-term loans from related company - - - - - -

Provision for long-term employee benefits 5,150 0.76 6,417 0.85 6,610 0.83

Total non-current liabilities 164,258 24.39 157,270 20.93 119,376 15.06

Total liabilities 404,961 60.13 408,215 54.32 505,421 63.77

ShareholdersC equity

Share capital

Registered 225,000 225,000 300,000

Issued and paid-up 225,000 33.41 225,000 29.94 225,000 28.39

Paid-in capital in excess of par - - - - - -

Retained earnings

Appropriated : Statutory reserve 6,624 0.98 12,112 1.61 19,056 2.40

Unappropriated 36,851 5.47 106,239 14.14 43,072 5.43

Total shareholdersC equity 268,475 39.87 343,351 45.68 287,128 36.23

Total liabilities and shareholdersC equity 673,437 100.00 751,566 100.00 792,549 100.00

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Statement of Comprehensive Income


Audited

As at December 31

2011 2012 2013


Revenues

Sales and service income 744,555 99.27 832,603 99.38 850,980 99.28

Foreign exchange gain 954 0.13 820 0.10 1,314 0.15

Other income 4,526 0.60 4,372 0.52 4,848 0.57

Total revenues 750,035 100.00 837,795 100.00 857,141 100.00

Expenses

Cost of sales and services 501,548 66.87 517,113 61.72 522,490 60.96

Selling expenses 61,407 8.19 89,403 10.67 107,898 12.59

Administrative expenses 87,378 11.65 84,861 10.13 91,681 10.70

Total expenses 650,333 86.71 691,377 82.52 722,070 84.24

Profit before finance cost and income tax

expenses 99,702 13.29 146,418 17.48 135,072 15.76

Finance cost 14,577 1.94 23,358 2.79 26,220 3.06

Profit before income tax expenses 85,125 11.35 123,059 14.69 108,851 12.70

Income tax expenses 10,899 1.45 11,091 1.32 7,971 0.93

Profit for the period 74,226 9.90 111,969 13.36 100,880 11.77

Other comprehensive income for the period - - - - 396 0.05

Total comprehensive income for the period 74,226 9.90 111,969 13.36 101,277 11.82

Par Value (THB)1/ 1.00 1.00 1.00

Basic earnings per share - (THB) 0.33 0.50 0.45

Number of ordinary shares (in million shares)1/ 225.00 225.00 225.00

Remark: 1/ Par value and number of shares in 2010-2012 were changed to be THB 1.00 per share for comparison purpose

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Statement of Cashflows

(Unit: THB millions)

Details 2011 2012 2013

Net cash from operating activities 98.79 188.61 236.05

Net cash used in investing activities (191.36) (73.36) (36.99)

Net cash from (used) in financing activities 72.10 (84.72) (151.56)

Net increase (decrease) in cash and cash equivalents (20.47) 30.53 47.50

Cash and cash equivalents at beginning of year 52.773 32.30 62.83

Cash and cash equivalents at end of year 32.30 62.83 110.34

Prepared by: KT ZMICO Securities Company Limited

We hereby certify that the information contained in this Information Memorandum is complete and true in all respects.


TTTTTTTTTTTTTTTTT..

(Mr. Kiatikul Monsereenusorn)

Director

TTTTTTTTTTTTTTTTT..

(Mr. Puncharit Monsereenusorn)

Director

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