Ccet 11

01 FINANCIALHIGHLIGHTS

02 MESSAGEFROMTHEBOARDOFDIRECTORS

09 BOARDOFDIRECTORS

13 GENERALINFORMATION

14 SHAREHOLDINGSTRUCTUREANDMANAGEMENT

15 CAPITALSTRUCTURE

20 THEGROUPSTRUCTUREOFTHECOMPANY

22 NATUREOFBUSINESSOPERATION

26 INDUSTRYANDMARKETCOMPETITION

29 RISKFACTOR

31 MANAGEMENTSTRUCTURE

37 CORPORATEGOVERNANCE

43 RELATEDPARTYTRANSACTIONS

54 AUDITCOMMITTEEREPORT2011

55 INTERNALCONTROL

56 DIRECTORS’REPORTING

57 SOCIALANDENVIRONMENTRESPONSIBILITIES

60 MANAGEMENTDISCUSSIONANDANALYSIS

65 REPORTOFINDEPENDENTAUDITOR

66 FINANCIALSTATEMENT

74 NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS

CONTENTS

CAL-COMP ELECTRONICS (THAILAND) PUBLIC COMPANY LIMITED ANNUAL REPORT 2011 0�

BALANCE SHEET SUMMARY 20�� 20�0 2009

Cash and cash equivalents 1,962,686,570 5,351,596,896 2,666,021,791Trade and other receivables 26,667,243,795 28,981,551,446 23,888,401,938Inventories 14,088,762,106 10,001,088,155 8,232,260,966Total current assets 44,727,964,803 45,981,458,678 37,518,713,523Investment 195,632,424 209,891,238 65,575,869Property, plant and equipment 12,579,855,079 9,481,883,259 8,014,588,929Total assets 58,042,451,885 56,300,917,922 46,604,777,486Short-term loan from financial institutions 15,402,693,280 11,973,070,052 8,803,879,174Trade and other payables 24,725,867,950 26,964,363,928 21,462,279,896Total current liabilities 40,804,207,695 39,503,058,402 30,667,957,087Non-current liabilities 64,581,336 - -Total liabilities 40,868,789,031 39,503,058,402 30,667,957,087Registered capital 4,277,556,192 4,485,386,292 4,786,168,001Paid-up capital 4,077,556,192 4,077,556,192 3,941,108,792Retained earnings 10,012,451,589 10,188,672,739 9,038,918,688Total shareholders’ equity 17,173,662,854 16,797,859,520 15,936,820,399

PROFIT & LOSS STATEMENT SUMMARY 20�� 20�0 2009

Sales 131,809,659,158 125,598,919,314 108,437,914,397Total revenues 132,248,785,129 125,816,503,423 108,620,421,723Cost of sales 127,961,154,685 120,901,149,821 104,445,147,048Selling and administrative expenses 3,445,728,639 2,911,255,415 2,153,052,700Total expense 131,406,883,324 123,812,405,236 106,795,350,385Net profit 512,923,748 1,655,072,989 1,301,308,839

KEY FINANCIAL RATIOS 20�� 20�0 2009Liquidity Ratios Current Ratio (times) 1.10 1.16 1.22Quick ratio (times) 0.75 0.91 0.94Collection period (days) 76 76 96Inventory turnover (days) 34 28 33Payment period (days) 73 72 87Cash cycle (days) 37 32 42Profitability Ratios Gross profit margin (%) 2.92 3.74 3.68Operating profit margin (%) 0.31 1.42 1.70Net profit margin (%) 0.39 1.32 1.20Return on equity (%) 3.02 10.11 8.44Efficiency Ratios Return on total assets (%) 0.90 3.22 2.45Return on fixed assets (%) 21.85 40.52 41.73Total assets turnover (times) 2.24 2.44 2.04Leverage Ratios Total liabilities / Total equity 2.38 2.35 1.92Interest coverage Ratio (times) 3.74 10.73 5.14Information on Shares (Baht) Book value per share 4.04 4.12 4.04Earnings per share 0.13 0.42 0.33Dividend per share 0.16 0.15 0.11

FINANCIAL HIGHLIGHTS

ANNUAL REPORT 2011 CAL-COMP ELECTRONICS (THAILAND) PUBLIC COMPANY LIMITED02

Year 2011 was a fickle year worldwide not only the continuing

economic down turn caused by the global recession and Euro zone crisis

but also the unpredictable natural disaster occurred in Japan and

Thailand in March and September which had impacted worldwide supply

chain with no doubt.

In spite of all the volatile incidents, CCET has managed to

continuously expend its global manufacturing bases through wide range

of geographic locations crossing the variety of time zones. In 2011, the

Company has contribute the sale revenue of USD 4.21 billion which

shows 5% of growth as comparing to previous year despite of series of

global unfortunate events.

MESSAGE FROM THE BOARD OF DIRECTORS

In 2011, the Company has contribute the sale revenue of USD 4.21 billion which shows 5% of growth


Aside from the global incidents, year 2011 is considered another cultivating year for the Company to

enhance its global position as well as its global market share. After years of implementing the Company’s strategies,

the Company has earned a sound profile among the customers for being effectively supporting altogether to fulfill

both the business target as well as the quality standard and such mutual bonding has not only earns the Company

for its reputation among the competitors but also foresees considerable business orders in the upcoming years.

Overlook 2012, it is believed that an visible improvement to the Company’s overall operation is foreseeable

considering the booming business potentials in both existing products and newly joined product lines; adding that

the impact to the global supply chain since year end 2011 is gradually return back to its regular status as early as

end of first season this coming year. It is believed that the Company has again achieve its milestone and entering an

new era!

On behalf of the Board, we would like to thank the management team and all the staffs for their

unrelenting spirits and noble support particularly whom fly thousand miles away from hometown pioneered for the

Company’s new sites overseas. We would also like to once again extend our highest appreciation to our valued

customers, suppliers, partners, banks, government authorities and shareholders for their ongoing faith and support.

We are honored to serve as the Board of the Company and we remain optimistic for the Company’s growth in 2012

and onward.

MR. HSU, SHENG-HSIUNG Chairman

MR. SHEN, SHYH-YONG Vice Chairman

ANNUAL REPORT 2011 CAL-COMP ELECTRONICS (THAILAND) PUBLIC COMPANY LIMITED0�

CEREMONY OF THAILAND FLOOD RELIEF DONATION


CORPORATE SOCIAL

RESPONSIBILITY


GLOBAL MANUFACTURING BASECAL-COMP ELECTRONICS (THAILAND) PLC.


PRODUCT DIVERSITYCAL-COMP ELECTRONICS (THAILAND) PLC.


BOARD OF DIRECTORSMR. HSU, SHENG-HSIUNG

Position : Chairman

Education : Bachelor of Chinese, National Taiwan Normal University, Taiwan

Work Experience : 1989-Present • Chairman of the Board Cal-Comp Electronics (Thailand) Plc. 1992-Present • Chairman of the Board Kinpo Electronics, Inc. 1994-Present • Chairman of the Board Compal Electronics Inc. 2002-Present • Chairman of the Board Cal-Comp Electronics (Suzhou) Co., Ltd. 2003-Present • Director Cal-Comp Optical Electronics (Suzhou) Co., Ltd. 2004-Present • Chairman of the Board Cal-Comp Electronics and Communication Co., Ltd. 2008-Present • Director Cal-Comp Technology (Suzhou) Co., Ltd. 2008-Present • Director Cal-Comp Electronics and Communication (Suzhou) Co., Ltd.

Securities holding (As of December 31, 2011) : Mr. Hsu, Sheng-Hsiung holds 11,710,000 shares and his spouse Mrs. Hsu, Tsai Li-Chu holds 13,080,000 shares.

IOD Program : • Not attend the course from Thai Institution of directors yet.

MR. SHEN, SHYH-YONG

Position : Vice Chairman

Education : Doctor of Law, Whittier Law School , USA

Master of Business Administration, Southern California University, USA

Bachelor of Public Administration, National Chengchi University, Taiwan

Work Experience : 2004-2008 • Assistant Vice President Cal-Comp Electronics (Thailand) Plc 2008-Present • CEO Kinpo Electronics Inc. June 2010- Present • Director Kinpo Electronics Inc. August 2008-Present • Vice Chairman of the Board Cal-Comp Electronics (Thailand) Plc. August 2008-Present • Director Cal-Comp Electronics (Suzhou) Co., Ltd. August 2008-Present • Director and Managing Director Cal-Comp Electronics and Communication Co., Ltd. August 2008-Present • Chairman of the Board Cal-Comp Optical Electronics (Suzhou) Co., Ltd. August 2008-Present • Chairman of the Board Cal-Comp Technology (Suzhou) Co., Ltd. August 2008-Present • Chairman of the Board Cal-Comp Electronics and Communication (Suzhou) Co., Ltd. June 2010 - Present • Chairman of Board Cal Comp (Malaysia) Sdn. Bhd. September 2010-Present • Chairman of Board Cal-Comp Precision (Singapore) Ltd. (former Avaplas Ltd.) September 2010-Present • Chairman of Board Avaplas Precision Plastics (Shanghai) Co.,Ltd. September 2010-Present • Director Cal-Comp Precision (Malaysia) SDN. BHD. (former Avaplas Sdn. Bhd.) September 2010-Present • Director Cal-Comp Precision (Thailand) Ltd. (former Avaplas (Thailand) Ltd.) September 2010-Present • Chairman of Board Cal-Comp Precision (Dongguan) Ltd. (former Avaplas Precision Plastics (Dongguan) Ltd.) September 2010-Present • Chairman of Board Cal-Comp Electronics (USA) Co., Ltd. November 2010-Present • Chairman of Board Cal-Comp Precision (Wujiang) Ltd. (former Avaplas Precision Plastics (Wujiang) Ltd.) December 2010-Present • Chairman of Board Spectragraphics Corporation February 2011-Present • Chairman of Board SMS Technologies, Inc


May 2011-Present • Chairman of Board Cal-Comp Industria e Comercio de Electronica e Informatica Ltda. (former Phitronics Industria e Comercio de Electronica e Informatica Ltda.) October 2011-Present • Chairman of Board Cal-Comp Electronics de Mexico Co., S.A. de C.V.

Securities holding (As of December 31, 2011) : Mr. Shen, Shyh-Yong holds 8,819,900 shares, his spouse Mrs. Hsu, Yung-Hsu holds 1,269,300 shares, minor child Shen, Hsin-Yu and Shen, Pei-Chi each hold TDR for 30,000 shares.

IOD Program : • Not attend the course from Thai Institution of directors yet

MR. KHONGSIT CHOUKITCHAROEN

Position : Managing Director

Education : Master of Business Administration, Pacific Western University, Thailand Bachelor of Engineering, Feng Chia University, Taiwan

Work Experience : 2006-Present • Director and Managing Director Cal-Comp Electronics (Thailand) Plc. August 2009-Present • Director and Managing Director Cal-Comp Optical Electronics (Suzhou) Co., Ltd. August 2009-Present • Director and Managing Director Cal-Comp Electronics (Suzhou) Co., Ltd. August 2009-Present • Director and Managing Director Cal-Comp Electronics and Communications (Suzhou) Co., Ltd August 2009-Present • Director and Managing Director Cal-Comp Technology (Suzhou) Co., Ltd. June 2010-Present • Director and Managing Director Cal Comp (Malaysia) Sdn. Bhd. September 2010-Present • Director Cal-Comp Precision (Singapore) Ltd. (former Avaplas Ltd.) September 2010-Present • Director Cal-Comp Precision (Malaysia) SDN. BHD. (former Avaplas Sdn. Bhd.) May 2011-Present • Managing Director Cal-Comp Industria e Comercio de Electronica e Informatica Ltda. (former Phitronics Industria e Comercio de Electronica e Informatica Ltda.) June 2011-Present • Director Cal-Comp Electronics and Communication Co., Ltd.

Securities holding (As of December 31, 2011) : 1,400,000 shares.

IOD Program : • Attended the Director Certification Program (DCP), class 47/2004

MR. HSU, SHENG-CHIEH

Position : Director

Education : Bachelor of Engineering, Tamkang University, Taiwan

Work Experience : 1989-Present • Director Cal-Comp Electronics (Thailand) Plc. 1994-Present • Director Kinpo Electronics, Inc. 1994-Present • Director Compal Electronics, Inc. 2002-Present • Director Cal-Comp Electronics (Suzhou) Co., Ltd. 2004-Present • Director Cal-Comp Electronics and Communication Co., Ltd.

Securities holding (As of December 31, 2011) : 5,560,000 shares


CAL-COMP ELECTRONICS (THAILAND) PUBLIC COMPANY LIMITED ANNUAL REPORT 2011 11

MR. KO, CHARNG-CHYI

Position : Director

Education : Doctor of Business Administration, Lincoln University, USA Master of Business Administration, National Chengchi University, Taiwan Bachelor of Business Administration, National Taiwan University, Taiwan

Work Experience : 1989-Present • Director Cal-Comp Electronics (Thailand) Plc. 1995-Present • Director Kinpo Electronics, Inc. 1995-Present • Director Compal Electronics, Inc.

Securities holding (As of December 31, 2011) : 780,000 shares


MR. ALAN KAM

Position : Chairman of Audit Committee and Independent Director

Education : Master of Business Administration, University of Denver, USA Bachelor of Business Administration, University of Denver, USA

Work Experience : 2000-Present • Chairman of Audit Committee/Independent Director Cal-Comp Electronics (Thailand) Plc. 2009-Present • Independent Director Golden Land Property Development Plc.

Securities holding (As of December 31, 2011) : None

IOD Program : • Director Certification Program DCP 39/2004 • Fellow Member & Chartered Director • Attended the IOD-Corporate Social Responsibility Seminar in 12/ 2007 • Attended the Chartered Director Class (CDC) on 10/2008

MR. WILLIAM HANG MAN CHAO

Position : Audit Committee and Independent DirectorEducation : Master of Business Administration Major in Finance and Marketing University of Chicago, USA Bachelor of Science Major in Finance, Indiana University, USA.

Work Experience : 2000-Present • Audit Committee/Independent Director Cal-Comp Electronics (Thailand) Plc. 1998-2010 • Managing Director Wing Wah Advisory (Thailand) Limited 1999-Present • Director Bangkok Garden Property Fund 2000-Present • Director City Realty Co., Ltd. 2009-Present • Director Libertas Co., Ltd


IOD Program : • Attended DAP Program of IOD, Class 74/2008. • Attended Director Certification Program (DCP), class 112/2009


MR. THANASAK CHANYAPOON

Position : Audit committee and Independent Director

Education : Master degree in laws (LL.M. (Commercial laws)), University of Cambridge, UK Master degree in laws (LL.M.), Chulalongkorn University, Thailand Certificate on American and International Laws, Dallas, USA Bachelor degree in laws (LL.B. (Hons)), Chulalongkorn University, Thailand

Work Experience : 2001-May 2003 • Managing Associate Linklaters (Thailand) Co., Ltd, Bangkok May 2003-2004 • Senior Associate LawAlliance Limited 2004-October 2006 • Director LawAlliance Limited November 2006-Present • Managing Director, LawAlliance Limited 2008 - Present • Director Khao Soon Tungsten Mining Company Limited March 2008 - Present • Director Cal-Comp Electronics (Thailand) Plc. Second semester 2009-Present • Professional/Special lecturer Faculty of Law, Chulalongkorn University March 2010-Present • Executive Director Hillcrest Development (Samui) Company Limited October 2011-Present • Executive Director Hillcrest Resort (Samui) Company Limited November 2011-Present • Audit committee and Independent Director Cal-Comp Electronics (Thailand) Plc.


IOD Program : • Attended DAP Program of IOD, Class 73/2008.


GENERAL INFORMATION

GENERAL INFORMATION OF THE COMPANY

Industry/Sector Technology / Electronic Components

Company Cal-Comp Electronics (Thailand) Public Company Limited

Business Manufacturer for electronics products. Main products are computer peripheral and

telecommunication products.

Security Code • SET Ticker: CCET TB

• TWSE Ticker: 9105 TT

Head office 191/54, 191/57 18th Fl., CTI Tower, Rachadapisek Road, Klongtoey, Bangkok 10110

Telephone 02-261-5033-37, 02-661-9381-83

Fax 02-661-9396

Home page http://www.calcomp.co.th

Registered number 0107543000023

Authorized Capital 4,277,556,192 Baht

Paid-up Capital 4,077,556,192 Baht

Par value 1 Baht

Dividend Policy Not less than 30% of its Company only net profit of each fiscal year after legal reserve.

Provided that the rate of dividend payment will be subject to cash flows and investment

plans of the Company and its subsidiaries, as well as regulatory restrictions and other

requirements.

CCET location in (1) Samuthsakorn Factory

Thailand 60 Moo 8, Sethakij Road, Tambol Klong Maduea, Ampur Kratoom Bean,

Samuthsakorn, 74110, Thailand

(2) Petchaburi Factory

138 Moo 4, Petchkasem, Tambol Sapang, Ampur Koaw-Yoi, Petchaburi, 76140,

Thailand

(3) Branch at Nakhonratsima Province

44/4 Moo 9, Tumbol Sungnoen, Amphur Sungnoen, Nakhonratsima 30170,

Thailand

(4) Branch at Petchaburi province

91 Moo 4, Tambol Sapang, Ampur Koaw-Yoi, Petchaburi, 76140, Thailand


LIST OF TOP 10 SHAREHOLDERS AS OF DECEMBER 30, 2011

% of Group of shareholders Nature of business No. of shares paid up capital

1. Kinpo Electronics, Inc(1) Manufacture of electronic products 1,691,871,970 41.49

2. Far Eastern International Bank(2) Depositary of TDR 773,034,653 18.96

3. Kingbolt International (Singapore) - 241,930,000 5.93

Pte., Ltd. (1)

4. Compal Electronics, Inc(3) Manufacture of notebook 220,396,300 5.41

5. Chase Nominees Limited 42 186,148,600 4.57

6. Mr. Chern Kuan-Jan - 118,335,400 2.90

7. Thai NVDR Company Limited 84,993,961 2.08

8. Mr. Jessada Lertnantapanya 82,357,200 2.02

9. Raffles Nominees (Pte) Limited - 58,487,200 1.43

10. State Street Bank and Trust Company 36,395,868 0.89

Total 3,4�3,�51,152 85.68

Notes: (1) Kinpo Electronics, Inc. and its 100% owned subsidiary, Kingbolt International (Singapore) Pte Ltd., hold totally 1,933,801,970 shares or 47.42%.

(2) The depositary of underlying share of Taiwan Depository Receipts (TDR). (3) As of December 30, 2011, Compal Electronics has holding the common share through Raffles Nominees (Pte)

SHAREHOLDING STRUCTURE AND MANAGEMENT


SECURITIES OF THE COMPANY

1. ORDINARY SHARES The registered and paid-up capital as at December 31, 2011:

The registered capital : Baht 4,277,556,192, comprising 4,277,556,192 ordinary shares with the par value

per share of Baht 1.

The paid-up capital : Baht 4,077,556,192, comprising 4,077,556,192 ordinary shares with the par value

per share of Baht 1.

2. TAIWAN DEPOSITORY RECEIPTS (TDRS) There are 773,034,653 units of Taiwan Depository Receipts (TDRs) underlying 773,034,653 ordinary shares

or 18.96% of total paid up capital. The TDRs have been listed in Taiwan Stock Exchange with the code of 9105.TT.

Depositary of TDRs for the underlying shares is Far Eastern International Bank. The redemption rate is 1 TDR for 1

ordinary share. The right to redeem can be used every day without expiry. TDRs are entitled the same rights as

ordinary shares such as the rights to attend the meeting, rights to vote, rights to receive the dividend and right to

subscribe the RO, etc.

3. NVDR As at December 31, 2011, there are 84,993,961 units of NVDRs of the Company, equivalent to 2.08% of the

paid-up capital, underlying the same shares of ordinary share. The NVDR holders are entitled to the same rights of

the underlying shares, but do not have the right to vote in the shareholders’ meeting except in case of delisting. The

ordinary shares will be used as the underlying for issuance of NVDRs. Consequently, the number of voting shares

will decrease. Even the number of NVDRs is quite small; there may be some changes that the Company is not able

to control.

INVESTMENTS The name list of the company that CCET has invested more than 10% as the following:

1. CAL-COMP ELECTRONICS (SUZHOU) COMPANY LIMITED Cal-Comp Electronics (Suzhou) Company Limited has a paid-up capital of USD 27.18 million, operating as a

manufacturer of electronics products. The products cover telecommunication sector and its operation runs in

China. This subsidiary is 100% owned by the Company. The registered address is no.2288, Jiangxing East Road,

Wujiang Economic Development Zone, Jiangsu, China.

2. CAL-COMP OPTICAL ELECTRONICS (SUZHOU) COMPANY LIMITED Cal-Comp Optical Electronics (Suzhou) Company Limited has a paid-up capital of USD 41.30 million,

operating as a manufacturer of electronics. The products cover computers sector and its operation runs in China.

This subsidiary is 100% owned by the Company. The registered address is no.2288, Jiangxing East Road, Wujiang

Economic Development Zone, Jiangsu, China.

CAPITAL STRUCTURE


3. CAL-COMP ELECTRONICS AND COMMUNICATION (SUZHOU) CO., LTD. Cal-Comp Electronics and Communication (Suzhou) Co., Ltd. has paid-up capital of USD 35 million,

operating as a manufacturer of electronics products. The products cover computer peripheral and

telecommunication sector and its operation runs in China. This subsidiary is 100% owned by the Company. The

registered address is Wujiang Export Processing Zone, No. 688, Pangjin Road, Wujiang Economic Development

Zone, Jiangsu Province, China.

4. CAL-COMP TECHNOLOGY (SUZHOU) CO., LTD. Cal-Comp Technology (Suzhou) Co., Ltd. has paid-up capital of USD 10 million, operating as a

manufacturer of electronics products. The products cover computer peripheral sector and its operation runs in

China. This subsidiary is 100% owned by the Company. The registered address is Genway Factory,No 288, Shengpu

Road, Export Processing Zone B, Suzhou Industrial Park, Jiangsu Province, China.

5. CAL-COMP ELECTRONICS AND COMMUNICATIONS CO., LTD. Cal-Comp Electronics and Communications Co., Ltd. has a paid-up capital of NTD 69,920,780, operating as

a centre for R&D, sales, marketing, procurement, finance and business planning. This subsidiary is owned 100% by

the Company. The registered address is 3F., No.99. Sec.5, Nanjing E. Rd., Songshan District, Taipei City 105

Taiwan ,R.O.C.

6. LOGISTAR INTERNATIONAL HOLDING COMPANY LIMITED Logistar International Holding Company Limited has a paid-up capital of USD 30,050,000, operating as a

holding company to support investment in foreign countries and to make out of the full potential for business

operation and also to be a distributor of the products. Logistar International Holding Company Limited is owned

100% by the Company. The registered address is situated at Palm Grove House, P.O. Box 438, Road Town, Tortola,

British Virgin Islands.

7. CAL COMP (MALAYSIA) SDN. BHD Cal Comp (Malaysia) SDN. BHD. has a paid-up capital of MYR 28.04 million, operating as a manufacturer of

electronics products. The products cover computer peripheral sector and its operation runs in Malaysia. This

subsidiary is 100% owned by the Company. The registered address is situated at Lot 711, Jalan Batu Tiga Lama,

Sungai Rasa, Seksyen 16, 40200 Shah Alam, Selagnor Darul Ehsan, Malaysia.

8. CAL-COMP ELECTRONICS (USA) CO., LTD. Cal-Comp Electronics (USA) Co., Ltd. has a paid-up capital of USD 19,818,637, operating as a holding

company. This subsidiary is 100% owned by the Company. The registered address is situated at 9877 Waples Street

,San Diego, USA.

�. SPECTRAGRAPHICS CORPORATION CO., LTD. Spectragraphics Corporation Co., Ltd. has a paid-up capital of USD 18,758,115, operating as a holding

company. The Company owns 100% of Spectragraphics Corporation Co., Ltd. indirectly through Cal-Comp

Electronics (USA) Co., Ltd. The registered address is situated at 9877 Waples Street San Diego , CA, USA


10. SMS TECHNOLOGIES, INC. SMS Technologies, Inc. has a paid-up capital of USD 858,608 operating as a manufacturer of printed circuit

board assemblies and running the business in America. The Company owns 100% of SMS Technologies, Inc. indirectly

through Spectragraphics Corporation Co., Ltd The registered address is situated at 9877 Waples Street, San Diego,

CA, USA

11. TOTAL ELECTRONICS LLC Total Electronics LLC has a paid-up capital of USD 5,399,506 operating as a manufacturer of printed circuit

board assemblies and running the business in America. The Company owns 100% of Total Electronics LLC indirectly

through Spectragraphics Corporation Co., Ltd. The registered address is situated at 1 Technology Way, Logansport,

IN, USA.

12. CAL-COMP PRECISION (SINGAPORE) LTD. Cal-Comp Precision (Singapore) Ltd. (former name is Avaplas Ltd.) has a paid-up capital of SGD 20.81

million, operating as mould and plastic injection and running the business in Singapore. This subsidiary is 100%

owned by the Company. The registered address is situated at 19 Changi South Street 1, Changi South Industrial

Estate Singapore 486779.

13. CAL-COMP PRECISION (THAILAND) LIMITED Cal-Comp Precision (Thailand) Limited (former name is Avaplas (Thailand) Limited) has a paid-up capital of

Baht 156.83 million, operating as mould and plastic injection and running the business in Thailand. The Company

owns 100% of Cal-Comp Precision (Thailand) Limited indirectly through Cal-Comp Precision (Singapore) Ltd. The

registered address is situated at 130 Moo 1 Tombon Banklen Ambhor Bankpa-in Pranakhonsirayudthaya Province

13160.

14. AVAPLAS PRECISION PLASTICS (SHANGHAI) CO., LTD. Avaplas Precision Plastics (Shanghai) Co., Ltd. has a paid-up capital of USD 983,100, operating as mould

and plastic injection and running the business in China. The Company owns 100% of Avaplas Precision Plastics

(Shanghai) Co., Ltd. indirectly through Cal-Comp Precision (Singapore) Ltd. The registered address is situated at No.

273, #57 De Bao Road, Wai Gao Qiao Free Trade Zone, Shanghai 200131, P.R. China.

15. CAL-COMP PRECISION (MALAYSIA) SDN. BHD Cal-Comp Precision (Malaysia) SDN. BHD (former name is Avaplas SDN. BHD) has a paid-up capital of MYR

11.97 million, operating as mould and plastic injection and running the business in Malaysia. The Company owns

100% of Cal-Comp Precision (Malaysia) Sdn. Bhd indirectly through Cal-Comp Precision (Singapore) Ltd. The

registered address is situated at PTD 37441, Jalan Perindustrian 3, Kawasan Perindustrian Fasa 2, 81400 Senai,

Johor, Malaysia.

16. CAL-COMP PRECISION (DONGGUAN) CO., LTD. Cal-Comp Precision (Dongguan) Co., Ltd. (former name is Avaplas Precision Plastics (Dongguan) Co., Ltd.)

has a paid-up capital of USD 3.40 million, operating as mould and plastic injection and running the business in

China, The Company owns 100% of Cal-Comp Precision (Dongguan) Co., Ltd indirectly through Cal-Comp Precision

(Singapore) Ltd. The registered address is situated at No. 35 Bldg A-1 Xingfa South Road, Liwu, Wusha District,

Changan Town, Dongguan City, Guangdong 523860, China.


17. CAL-COMP PRECISION (WUJIANG) CO., LTD. Cal-Comp Precision (Wujiang) Co., Ltd. (former name is Avaplas Precision Plastics (Wujiang) Co., Ltd.) has

a paid-up capital of USD 5 million, operating as mould and plastic injection and running the business in China,

The Company owns 100% of Cal-Comp Precision (Wujiang) Co., Ltd. indirectly through Cal-Comp Precision

(Singapore) Ltd. The registered address is situated at 2288, Jiangxing East Road, Wujiang Economic Development

Zone, Jiangsu, China.

18. CAL-COMP INDÚSTRIA E COMÉRCIO DE ELETRÔNICOS E INFORMÁTICA LTDA CAL-COMP INDÚSTRIA E COMÉRCIO DE ELETRÔNICOS E INFORMÁTICA LTDA (former name is PHITRO

NICS INDÚSTRIA E COMÉRCIO DE ELETRÔNICA E INFORMÁTICA LTDA.) has a paid-up capital of R$ 15,812,965,

operating as electronic manufacturing and running the business in Brazil. The Company owns 100% of this Company.

The registered address is situated at Rua Araçai, 143, Flores, CEP.: 69048-810, on the city of Manaus, Amazonas,

Brazil.

1�. CAL-COMP ELECTRONICS DE MEXICO CO. SA DE CV Cal-Comp Electronics de Mexico Co. SA de CV has a paid-up capital of USD 5 million operating as

electronic manufacturing and running the business in Mexico. The Company owns 100% of this Company.

The registered address is situated at De Los Encinos 1080 Sin Number Paque Industrial Villa Florida Tamaulipas

88730.

20. WISE SIGMA INTERNATIONAL HOLDING COMPANY LIMITED Wise Sigma International Holding Company Limited has a paid-up capital of USD 5 million, operating as a

holding company. The Company owns 44.55% of Wise Sigma International Holding Company Limited indirectly

through Logistar International Holding Company Limited. The registered address is situated at Beaufort House, P.O.

Box 438, Road Town, Tortola, British Virgin Islands.

21. A-TEN TECHNOLOGY CO., LTD A-Ten Technology Co., Ltd. has paid up capital of NTD 30 million. The main business activities are a

research house and distribution for telecommunication products such as mobile phones, pagers. The Company owns

34.33% of A-Ten Technology Co., Ltd indirectly through Logistar International Holding Company Limited. The

registered address is situated at 4F., No.442, Sec. 2, Jhongshan Rd., Jhonghe Dist, New Taipei City 235, Taiwan,

R.O.C.

22. OPTOSEM TECHNOLOGIES (S) PTE. LTD. Optosem Technologies (S) Pte. Ltd. has paid up capital of SGD 400,000, operating as a manufacture of dies,

moulds, tools jigs and fixtures and manufacture of plastic precision engineering parts and running the business in

Singapore. The Company owns 30% of Optosem Technologies (S) Pte. Ltd. indirectly through Cal-Comp Precision

(Singapore) Ltd. The registered address is situated at Block 994 Bendemeer Road #01-04 Singapore 339943.

23. DAVISCOMMS (S) PTE LTD. Daviscomms (S) Pte Ltd. has paid up capital of SGD 3,084,109, operating as a design, manufacturing and

distribution of telecommunication related products and running the business in Singapore. The Company owns 20%

of Daviscomms (S) Pte Ltd. indirectly through Cal-Comp Precision (Singapore) Ltd. The registered address is

situated at Block 70, Ubi Crescent, Ubi Techpark, #01-07, Singapore 408570.


24. METAL COMPONENT ENGINEERING LIMITED (“MCE”) Metal Component Engineering Limited is listed in Singapore Stock Exchange (SGX-ST) has a paid up capital

SGD 20,109 thousand and running business in Singapore. The Company has invested in MCE in order to improve

management efficiency and vertical integration. The Company owns 16.7% of paid up capital of MCE and the

registered address is situated at 10, Ang Mo Kio Street 65, Techpoint, #04-02, Singapore 569059.

25. KINPO GROUP MANAGEMENT SERVICE CO., LTD. Kinpo Group Management Service Co., Ltd. has a paid-up capital of NTD 8 million, operating as a

consultant company. The Company owns 12.5% of paid up capital indirectly through Cal-Comp Electronics and

Communication Co., Ltd. and the registered address is situated at 10F., No.99. Sec.5, Nanjing E. Rd., Songshan

District, Taipei City 105 Taiwan ,R.O.C.

26. INX JAPAN INTERNATIONAL, INC. Inx Japan International, Inc. has a paid-up capital of ¥90,000,001, operating as a distributor of computers

products and management of copyrights for products designed under the name “Inx Japan”. The Company owned

11.11% and the registered address is situated at 2 Fl., Akasaka Long Beach Bldg., Akasaka 3-21-20, Minato-Ku,

Tokyo, Japan.


100%

Cal-Comp Electronics

and Communication

Co., Ltd.

100%

Cal Comp Malaysia

SDN. BHD.

100%

Logistar International

Holding Co., Ltd.

100%

Cal-Comp Technology (Suzhou) Co., Ltd.

100%

Cal-Comp Optical

Electronics (Suzhou) Co.,Ltd.

100%

Cal-Comp Electronics (Suzhou) Co., Ltd.

100%

Cal-Comp Electronics

(USA) Co., Ltd.

100%

CAL-COMP INDÚSTRIA ECOMÉRCIO DE

ELETRÔNICOS E INFORMÁTICA

LTDA

100%

Cal-Comp Electronics de Mexico Co. SA de CV

16.70%

Metal Component Engineering

Limited

CAL – COMP ELECTRONICS (THAILAND) PUBLIC COMPANY LIMITED

44.55% Wise Sigma International

Holding Co., Ltd.

34.33% A-Ten Technology

Co., Ltd.

6.36%

BC2L Ltd.

12.50% Kinpo Group Management

Service Co., Ltd.

100% Spectragraphics

Corporation

100%

Total Electronics LLC

100%

SMS Technologies Inc.

THE GROUP STRUCTURE OF THE COMPANY as of 31 December 2011

30% Optosem Technologies (S) Pte.

Ltd.

100% Cal-Comp Precision (Dongguan) Co., Ltd.

100% Cal-Comp Precision (Wujiang) Co., Ltd.

100% Cal-Comp Precision (Thailand) Co., Ltd.

100% Cal-Comp Precision (Malaysia) Sdn. Bhd.

100% Avaplas Precision Plastic

(Shanghai) Co., Ltd.

20%

Daviscomms (S) Pte.

11.11%

Inx Japan International

Inc.

1.�0%

Power Digital

Communication Co., Ltd.

100%

Cal-Comp Precision

(Singapore) Co., Ltd.

0.37%

Zakang Inc.

100%

Cal-Comp Electronics and Communication

(Suzhou) Co., Ltd.


INVESTMENT POLICY AND BENEFITS DERIVED FROM INVESTMENT IN ANY ASSOCIATED COMPANY AND OTHER COMPANIES. In an attempt to make investments in any subsidiary company, associated company and other companies,

the Company will particularly take into account the possibility of generating proceeds and benefits to be obtained

by the Company. The company has established manufacturing facilities in China since 2003 as well as established

manufacturing facilities in Malaysia and acquired new business in Singapore, USA, Brazil and Mexico in 2010-2011

to leverage the low cost production can keep the Company competitive and be able to address customer’s need as

well as the improving of vertical integration. As a result, the Company has expanded its customer base and

operation scale to a world class EMS.

OTHER REFERENCE PARTIES

Shares and Warrants Registrar : Thailand Securities Depository Co., Ltd.

62 The Stock Exchange of Thailand Building Rachadapisek Road,

Klongtoey, Bangkok 10110

Tel: (662) 229-2800

Fax: (662) 359-1259

Taiwan Depository Receipts (TDRs) Depositary : Far Eastern International Bank

5 F, No. 1, Hsiang Yang Rd., Taipei, Taiwan, R.O.C.

Tel: 886-2-2312-3636

Fax: 886-2-2388-8278

Auditor : Ms. Rungnapa Lertsuwankul

Certified Public Accountant (Thailand) No. 3516

Ernst & Young Office Limited

193/136-137, Lake Rajada Office Complex,

Rachadapisek Road, Klongtoey, Bangkok 10110

Tel: (662) 264-0777

Fax: (662) 264-0789-90


NATURE OF BUSINESS OPERATION

Cal-Comp Electronics (Thailand) Public Company Limited (“The Company”) was found with initial capital of

Baht 125 million on 4 December 1989 in order to embark on electronics manufacturing services (EMS) business. At

present, the Company has registered capital of Baht 4,277,556,192 and paid-up capital of Baht 4,077,556,192.

The Company is in Electronics Manufacturing Services (EMS) business, producing electronics products for

major brands worldwide for example, Western Digital, Seagate, Advance Digital Broadcast, Hewlett Packard,

Panasonic, Motorola, and Nikon. The Company’s products can be categorized into 2 groups as follows:

• Computer peripherals such as ink-jet printers, multi-function printers, dot-matrix printers, external

hard disk drive and PCBA for hard disk drive.

• Telecommunication products such as Set Top Box, mobile phones and Bluetooth headsets.

As of 31 December 2011, the Company has employees 17,895 globally, 8,249 in China, 6,413 in Thailand,

894 in Taiwan, 855 in Malaysia, 655 in Brazil, 474 in Mexico, 288 in USA and 67 in Singapore.

The Company was awarded investment tax privileges type 5.4, 5.5, 5.6 and 5.7 for manufacturing

electronics products and electronics components from Board of Investment (BOI) in which provided 8 tax incentive

projects. Beside, Cal-Comp Precision (Thailand) Limited was awarded investment tax privileges for Plastic

components of electronics products from BOI in which provided 1 tax incentive project as well.

INCOME STRUCTURE 200� 2010 2011 Divisions

Million Baht % Million Baht % Million Baht %

Computer Peripheral 86,426 79.57 101,195 80.43 113,867 86.10

Telecommunication Products 22,012 20.26 24,404 19.40 17,943 13.57

Total sales 108,438 ��.83 125,5�� .83 131,810 ��.67

Other revenue 182 0.17 218 0.17 439 0.33

Total revenue 108,620 100.00 125,817 100.00 132,24� 100.00

PRODUCTION VOLUME (Unit : Thousand Units)

200� 2010 2011 Description

Number % Number % Number %

Production volume

- Computer Peripheral 161,141 94.56 223,803 93.45 254,688 95.13

- Telecommunication 9,275 5.44 15,688 6.55 13,042 4.87

Products

Total 170,416 100.00 23�,4�1 100.00 267,730 100.00


The production of the Company and its subsidiaries utilizes labor for 1 round per day (8 hours per round).

Overall, the Company utilizes 79%, 86% and 90% of the full capacity for year 2009, 2010 and 2011, respectively.

In order to improve the Company’s manufacturing efficiency while maintain its existing competitiveness,

the Company developed a series of system to monitoring the operation routine on daily basis. Four systems

including production direct control system, manufacture on time systems, B2B procurement system, and digital

center server system have formed a fine network to provide the Company and its customers most updated

information in order to track and analyze potential issues.

DETAILS OF PURCHASING OF LOCAL AND FOREIGN RAW MATERIALS DURING 200�-2011 The Company has purchased raw materials through local and overseas suppliers. Below is the Company’s

consolidated purchase amount in million baht during 2009-2011

Order

200� 2010 2011

Million Baht % Million Baht % Million Baht %

Domestic raw materials 27,812.68 28.02 22,296.39 21.43 24,515.72 20.84

Imported raw materials 71,457.48 71.98 81,770.00 78.57 93,134.58 79.16

Total ��,270.16 100.00 104,066.3� 100.00 117,650.30 100.00

TYPES AND SOURCES OF ESSENTIAL MATERIALS Materials for internal components

Material Description Source of supply

Radio Components Antenna, Balun and Bandpass filter, Taiwan, Korea and China Transceiver, Tuner, Power amplifier, Resonator, Crystal. Chip IC series MCP, DSP, Audio amplifier, Memory, Singapore, Japan, Korea and the U.S. LCM driver, Power management, Media IC. Key Component CPU, HD, Pens, LCM, Printer heads, Thailand, Taiwan, China, Singapore and Modulator JapanOther Components Capacitor, Bead inductor, Vibration Thailand, Taiwan, China, Singapore, Motor, Speaker, Receiver, Microphone, Japan, and the U.S. Metal Dome, Switch, Connector, FPC, LED, Discrete, PCB, Res


Materials For External Components Materials for external components are primarily the case of the products and other outside components as follows:

Material Description Source of supply

Adapter and Cables Electric cable and adaptors Thailand, Malaysia, ChinaCase Plastics and plastic components Thailand , Singapore, Malaysia and China Packaging Paper box, Poly foam, Thailand and China Plastic bags, Plastic tapes and Tag.

Material Suppliers Key components will be procured according to customer’s specification. The major shareholders and affiliates

may be also CCET’s customers as well. The Company implements random sampling to investigate each raw material

types and uses Vendor Quality Assurance system to certify the qualified suppliers. The Company will only place

order to the qualified suppliers.

Moreover, there are 2 raw material suppliers established their manufacturing facilities inside the Company’s

productions zone which is called Value-Chain Partnership. This partnership allows CCET to control raw materials

quality in real time and to reduce inventory spaces and to lower transportation costs. Those two suppliers do not

hold shares of the Company, nor do them related to management of the Company. The aforementioned suppliers

are as follows:

Suppliers Raw material

1. Ever Jet Co., Ltd. Plastic components

2. Jet Industries (Thailand) Co., Ltd. Plastic components

Purchasing Policy The Company’s purchasing policy is based upon the comparison of prices of raw materials quoted by each

supplier, and punctual delivery of the supplier to each shipment and taking into account the maximum benefits to be

obtained by the Company. In the purchasing process, the sales department and the production department will

cooperate in planning the purchase of raw materials so as to ascertain the demands for each period and maintain

the inventory at an appropriate level from time to time.


Material changes in 2011 • The Company has invested in an EMS company located in Brazil. The authorized investment amount should

be below US$ 10 million or approximately THB 306.15 million. Cal-Comp Electronics (Thailand) Public

Company Limited (“the Company”) signed a Sale & Purchase Agreement with non-related parties to

acquire all the shares for 7,337,965 shares of PHITRONICS INDÚSTRIA E COMÉRCIO DE ELETRÔNICA E

INFORMÁTICA LTDA. (“Phitronics”), a EMS (Electronics Manufacturing Service) company for

motherboard product. This company already changed name to CAL-COMP INDÚSTRIA E COM

ÉRCIO DE ELETRÔNICOS E INFORMÁTICA LTDA.

• The Company had cancelled the issuance of Taiwan Depositary Receipt (TDR) issuance that approved by

AGM 2010 for no more than 400 Million units due to the officering price will be close to the Company’s net

value therefore is considered not sufficient for the offering.

• The company has established a subsidiary in Mexico named Cal-Comp Electronics de Mexico Co. SA de CV

with the investment amount of USD 5,000,000 in order to expand overseas operation base and meet

customer’s demand


INDUSTRY AND MARKET COMPETITION

EMS INDUSTRY OVERVIEW The contract electronics industry which consisting of the electronics manufacturing services (EMS) and

original design manufacturing (ODM) segments shall finish 2011 with revenue of USD 376.7 billion, up from

USD347.3 billion in 2010. Revenue shall continue to rise at annual rates between 9 percent and 7 percent during the

following years, reaching USD 472.3 billion in 2014.

The contract manufacturing industry ended 2010 in a turbulent position. Following the Great Recession, an

unexpected demand surge triggered component shortfalls that negatively impacted shipments in multiple verticals

including compute, networking and wireless.

As 2011 unfolds, many supply chain participants are concerned that short-term demand spikes might not be

sustainable given the lingering economic headwinds and financial concerns. Furthermore, it is believed that a growth

dichotomy will emerge as the EMS and ODM segments recover differently from current market challenges,

according to iSuppli’s research.

TOTAL OUTSOURCING INDUSTRY FORECAST GROWTH RATES 2010-2014

2010 2011 2012 2013 2014

IDC 22.8% 8.6% 7.5% 7.4% 6.8%

InForum 18.5% 8.9% 4.6% 4.3% 3.2%

NVR 12.6% 11.2% 12.3% 12.9% 12.0%

Average 18.0% 9.6% 8.1% 8.2% 7.3%

Source : http://www.emsnow.com

STB INDUSTRY OVERVIEW The global set-top-box (STB) shipments are projected to fall by 5.5 percent in 2011 at 134.9 miilion units

as compared to previous year, according to iSuppli’s research. While the global market shipment has adjusted

downward this year, it is also predicts there shall be small improvement in 2012 when shipments climb to 135.4

million units.

It is believed that overall, the anticipated drop in 2011 does not signify a weak market but instead

represents a correction from the hefty 10.4 percent growth seen in 2010. As the condition settle down from last

year’s unusual trend, the set top box shall continue to grow but vary in regions. North America and Europe market

shall be spurred by consumers switching to high-definition premium boxes while the growth in Asia pacific and

other emerging regions are more into the entry level boxes. Overall, China is still believed to be the main account

for an increasing percentage of total set top box consumption in the following.


HARD-DISK-DRIVE INDUSTRY OVERVIEW Despite the rising popularity of media tablets and solid state drives (SSDs), the hard disk drive (HDD)

industry has tremendous revenue expansion opportunities over the next five years, and the HDD industry revenue

will likely grow from $33.4 billion in 2010 to $48.2 billion in 2015, according to IDC’s research. The personal

storage market continues to be one of the strongest growth segments for the HDD industry.

HDD demand will continue to be founded in traditional IT segments, however, unit shipment growth will be

driven mainly by the expansion of public and private cloud storage infrastructure and, more importantly, by demand

from consumers and small businesses for private or personal cloud storage devices and solutions. HDD industry

revenue growth will be accelerated based on broadening adoption of storage devices that help to speed up overall

PC performance.

The widespread flooding disaster occurred since October 2011 does have impact to the hard disk industry

with likely a decline of 10% shipment worldwide in 2011 due to more than half of production is located in Thailand.

However, it is believed that the industry shall quickly recover by early of 2012 and resume back to full capacity by

middle of 2012. Source: http://www.xbitlabs.com, http://www.arstechnica.com

PRINTER INDUSTRY OVERVIEW Emerging markets were a key bright spot in the overall printer market in the second quarter of 2011

(2Q11), with unit shipments up 6% year over year for the seventh consecutive quarter of growth. In contrast, the

developed regions recorded the first quarter of negative shipment growth since 1Q10, resulting in a year-over-year

decline of 0.3% in the overall printer market. According to the IDC’s research, the worldwide printer market saw

shipments of nearly 29 million units in the second quarter with inkjet continuing as the dominant technology at

63% share.

While the printer market is largely shaped by Japanese manufacturers, in both hardware and consumable

supplies, it is expects that the production decline due to the Great Eastern Japan Earthquake in March shall be

short term.

Worldwide Set-Top Box Shipment Forecast

155

150

145

140

135

130

125

120

115

200� 2010 2011 2012 2013 2014 2015

Millions of Units

Source : IHS iSuppli Research, September 2011


Worldwide Hardcopy Peripherals Market Share and Year-Over-Year Growth, Second Quarter 2011

Vendors 2Q11 Unit 2Q11 Market 2Q10 Unit 2Q10 Market 2Q11/2Q10 Shipments Share Shipments Share Growth

1. HP 12,007,946 41.50% 11,959,265 41.20% 0.40%

2. Canon 5,630,871 19.50% 5,533,286 19.10% 1.80%

3. Epson 3,546,696 12.30% 4,041,441 13.90% -12.20%

4. Samsung 1,722,055 6.00% 1,668,310 5.80% 3.20%

5. Brother 1,617,180 5.60% 1,554,391 5.40% 4.00%

Others 4,404,528 13.50% 4,253,447 13.00% 3.60%

Total 28,�2�,276 100.00% 2�,010,140 100.00% -0.30%

Source: IDC Worldwide Quarterly Hardcopy Peripherals Tracker, September 2011

2011 PRINTER MARKER SHARE

PLASTIC MOLDING INDUSTRY The demand for plastic and its products have increased over the decades. In recent years, significant aspect

of plastics material growth globally has been the innovation of newer application areas for plastics such as

increasing plastics applications in automotive field, rail, transport, defense & aerospace, medical and healthcare,

electrical & electronics, telecommunication, building & infrastructure, furniture and else.

Furthermore, as the largest production and consumption base of plastic injection molding machine

worldwide, China performed extraordinarily in 2010, with output & sales volume increasing by nearly 40% and

import & export value growing by over 70% year on year thanks to sound economic development in recent years.

Brother

6% HP

41%

Epson

12%

Cannon

1�%

Samsung

6%

Lexmark

5%

Kodak

2%

Other

�%


RISK FACTOR

CCET is committed in developing a comprehensive risk management system dedicated to the financial

operation, economic condition, environment, and personnel criteria. Risks may affect our business operations are

listed as below. However, this may not be an exhaustive list and unforeseen risks outside of our control may also

impact the business operations.

1. RISK ASSOCIATED WITH OPERATION 1.1 RISKS FROM OBSOLETE INVENTORY The procurement and production plans are made based on customers’ forecast and may subject to change

in order to correspond to the sale conditions. CCET has selective teams and systems to constantly monitoring the

demand and inventory level in order to respond customer’s need efficiently.

Meanwhile, the Company has adopted make-to-order method as the manufacturing policy. The sales from

OEM customers contributed the majority of CCET’s sales and have limited risk of obsolete inventory. The obsolete

ratio is at 0.90% as end of December 2011 which decreased from 1.15% as at end of December 2010. On the other

hand, ODM sale bear the inventory risk but is at lesser degree of impact since the revenue from ODM are minimal.

Additionally, the raw materials and obsolete inventories are re-valued by the auditors from time to time

and recorded according to accounting standard under market-to-market method in order to reflect on time update

condition. Further, the Company write off inventories that not be used for 2 year.

1.2 RISKS FROM DEPENDENCY UPON MAJOR CUSTOMERS CCET has established long term relationship with our customers by providing quality technical service and

working closely as a team to continuously create competitive advantages for both. Meanwhile, the Company has

also committed in expending new customer base to mitigate the dependency on particular customer. At the same

time, the Company has continued to develop new products as well broaden its market base by embarking on new

industry in order to reduce the risk from dependency upon major customers.

1.3 RISKS FROM INFLUENCE OF MAJOR SHAREHOLDERS TOWARD MANAGEMENT POLICY At the present, the board of director of the Company has 4 directors, nominated by the major shareholder

Kinpo Electronics., Inc. Nonetheless, Kinpo could not control a majority voting at the shareholder meeting that

requires at least 75% of the majority vote in regards of the nomination of directors or other issues that require

majority vote, except issues that the law or the memorandum of association of the Company has specified. As such,

a minority shareholder is to be able to accumulate votes, to check and to balance the voting power of the major

shareholder.

1.4 RISKS FROM CONCENTRATION OF PURCHASE AND RAW MATERIAL QUALITY The Company established procurement centre to ensure stability of shipping schedule among qualified

suppliers while minimize risks bore by concentrate on particular supplier. Meanwhile, the Company had set up

Quality Assurance Centre strictly examines the quality prior the production in order to secure CCET’s profound

quality reputation. In addition, materials which consigned by the customers will also following the company

qualification procedure to minimize the burden occurred later in the manufacturing process.


1.5 Risk from the adequacy of working capital Working capital is one important factor needed to be considered for business operations and company

expansion since it will have direct impact on the Company’s performance. The Company’s working capitals came

from operation, short-term and long-term loans from financial institutions. As of December 31, 2011, the Company

had total borrowed through short-term loan of Baht 15,402.69 million which accounted of 37.69% of total

liabilities. As at December 31, 2011, the credit facilities and long-term loan of the Company and its subsidiaries with

have not been drawn down amounted to USD 707 million or approximately Baht 22,071.27 million. The Company

believes this is sufficient to meet future business growth. However, the working capital needed in the future will be

depend on the business expansion and M&A opportunity.

2. RISK ASSOCIATED WITH ECONOMIC CONDITION AND FINANCIAL MARKET 2.1 Risks from interest rate fluctuation The Company exposure to interest rate risk relates primarily to its cash at banks and borrowings.

However, since most of the Company’s financial assets and liabilities bear floating interest rates or fixed interest

rates which are close to the market rate, the interest rate risk is expected to be minimal. Current interest rate is at

0.8-4.0%. Meanwhile, the Company had both long term and short term loan from financial institutions to secure

company’s regular operation.

2.2 Risks from foreign exchange volatility The Company exposure to foreign currency risks mainly arise from trading transactions and borrowings

that are denominated in foreign currencies. Consequently, the fluctuation in US dollar may adversely distress the

financial performance. Nevertheless, the Company had managed the risks by using natural hedge method when it

considers appropriate to minimize possible loss.

CCET is continuously monitoring the global economic and market movements with regards to the

exchange rates with the aim of preventing potential loss.

3. RISK FROM NATURAL DISASTER The unpredictable natural disaster occurred in Japan and Thailand in 2011 had impacted worldwide supply

chain inevitable the global electronic sector as well. One of the Company’s subsidiaries, Cal-Comp Precision

(Thailand) Ltd. which located at Hi-Tech industrial Zone in Ayudthaya Province had effected due to the fractured

industrial wall. However, the Subsidiary has insurance coverage and is able to claim for the damages in response to

the incident. In addition, the Company itself has located at higher land in the south area and adding that the

Company has set up well prevention plan as well employees safety training before the situation spread and worsen.

Although the Company’s main factories in Thailand has saved from the flood, an estimated of 5-15% output in the

fourth quarter of 2011 has indirectly affected by the supply chain as well as delayed shipment by the customers who

have effected in the flood disaster.

At the present, the Thai Government has set up a series of improvements to ameliorate the water

management plan in order to reduce the risk caused through flood incident including strength the water system

particularly near the industrial areas and enhance the dam to secure and protect the industry environment in

Thailand. Still, the Company will continuously monitor the Government’s infrastructure plan as well as the

Company’s self prevention plan to minimize the risks for potential incoming disaster.


MANAGEMENT STRUCTUREEXECUTIVE COMMITTEE The Company has two executive committees, the Board of Directors and the Audit Committee.

BOARD OF DIRECTORS As of 31st December 2011, the Company’s Board of Directors consists of the following members.

1. Mr. Hsu, Sheng-Hsiung Chairman

2. Mr. Shen, Shyh-Yong Vice Chairman

3. Mr. Khongsit Choukitcharoen Managing Director

4. Mr. Ko, Charng-Chyi Director

5. Mr. Hsu, Sheng-Chieh Director

6. Mr. Alan Kam Chairman of Audit Committee and Independent Director

7. Mr. William Hang Man Chao Audit Committee and Independent Director

8. Mr. Thanasak Chanyapoon Audit Committee and Independent Director

Remark : 1. Mrs. Sunadda Jaypong is the Corporate Secretary

2. Mr. Alan Kam and Mr.William Hang Man Chao have the knowledge to review

the financial statement.

AUTHORIZED DIRECTORS The authorized directors are Mr. Hsu, Sheng-Hsiung and Mr. Shen, Shyh-Yong and Mr. Khongsit

Choukitcharoen. Either one of signature of authorized directors is authorized to sign on behalf of the Company with

the Company’s seal affixed.

SCOPE OF AUTHORITIES AND DUTIES OF THE BOARD OF DIRECTORS 1. DUTIES OF THE BOARD OF DIRECTORS The Board of Directors has applied its knowledge, ability and experience to carefully perform its duties in

the Company’s interests in accordance with the Company’s objectives, regulations and resolutions made to

shareholders with the strong commitment to a practice of honest, straight-forwardness and carefulness

toward a maximum extent of effort to maintain both the Company and shareholders’ benefits.

2. DUTIES ON THE ACCOUNTABILITY TO SHAREHOLDERS The Board of Directors has to have consistently accountability to shareholders, protect the interests of

shareholders and transparently disclose clear information to investors.

3. REVIEW AND APPROVAL OF FINANCIAL REPORTS AND CHANGES IN ACCOUNTING POLICY The Board of Directors is responsible for approving the financial reports that have been audited and/or

reviewed by the auditor and the Audit Committee, and any changes in accounting policy.

4. REVIEW AND APPROVAL ON APPROPRIATENESS OF BUSINESS POLICIES The Board of Directors is responsible for reviewing and approving any appropriate policy, budget and

direction of the Company’s business operation and plans as proposed by the Management.

5. SUPERVISION OF MANAGEMENT The Board of Directors is responsible for supervising the Management to efficiently perform in the line with


the policy set and for informing the Management in preparing any material reports on the Company’s

business operation and other related party transactions in accordance with the rules and regulations of the

Office of Security and Exchange Commission and the Stock Exchange of Thailand.

In cases of necessity, the Board of Directors will set third parties to give professional or technical advice on

any matter, which may materially affect the Company’s business.

6. PURSUANCE OF INTERNAL CONTROL AND AUDIT SYSTEM The Board of Directors has to set up and maintain effective internal control system designed to provide the

Management with reasonable assurance that transactions are recorded properly and accurately enough to

ensure that the assets are safeguarded and that material frauds and malpractice are precluded. The Board

of Directors also appointed the Audit Committee and the internal audit unit to examine the adequacy and

the suitability of the internal control system of the Company.

7. INDEPENDENT PERFORMANCE OF NON-MANAGEMENT DIRECTORS The independent directors have their own discretion to make decision on any strategy, administration,

appointment of directors and any other material matter affecting the benefits of the Company, including

the sufficient and appropriate access to information technology concerning financial and business matters

on the interest of the Company.

8. ETHICS AND ETIQUETTE The Board of Directors prepares a compliance manual in relation to the ethics and etiquette of the

Management and staff as guidelines for good and proper practice within the Company.

All aforementioned responsibilities can be enforced and approved by the Board of Directors except for the

following items, which require shareholders’ approval.

• In compliance with the law, requiring a shareholders’ resolution

• Connected transactions as set out in SET or by laws

The transactions in which any director has a material interest, directly or indirectly, or has a conflict of

interest, the director(s) has no voting right on such transactions.

AUDIT COMMITTEE AND INDEPENDENT DIRECTOR Definition of “Audit Committee” as the following;

1. Holding not more than 1% of the shares entitled to vote of the Company, subsidiary companies and its

affiliated companies or conflicting juristic persons, shares held by related persons to be included in the

calculation.

2. Not being a director who take part in the management; an employee; a staff; an advisor who receives a

regular salary and it not in a position to exert control over the Company, its subsidiaries or fellow-

subsidiaries or on any entity likely to give rise to a conflict of interest (at present, and in the two years

prior to his appointment)

3. Does not have business dealings with the Company:

3.1 Is not an auditor of the Company

3.2 Does not provide other professional services to the Company such as legal or financial consultancy or

appraisal worth more than Baht 2 million per year.

3.3 Does not have habitual related party transaction by way of rent or lease, whether as lesser or lessee,

or real estate, or concerning assets/services or the receipt or provision of financial assistance with a


value exceeding Baht 20 million or 3% of NTA, whichever is the lower, including transactions carried

out in the one year prior to carrying out of any given transaction.

He must not have business relations as defined in 3.1 to 3.3 above at present, nor in the two years

prior to his appointment except where there is necessary and proper reason and in any case not

continuously or constantly. An Independent Director or Audit Committee Member may have relations

that go beyond those stipulated while performing his office, but only after obtaining the unanimous

prior approval of the Company’s Board of Director and subject to the relationship being disclosed per

Form 56-1, in the annual report and in the letter of invitation to the Shareholder’s Meeting in the

event that the Shareholders’ Meeting is to be asked to renew the term of office of the Independent

Director or Audit Committee Member concerned.

4. Not being a person related by blood or by registration under laws as father, mother, spouse, sibling or child

of or the spouse of a child of an Administrator, major shareholder or other person in a position of

authority or candidate as Administrator or person in a position of authority of the Company or any of its

subsidiaries.

5. Has not been appointed to represent a Director or major shareholder or other shareholder that is a

related party to a major shareholder.

6. Does not have any other characteristic limiting his independence.

7. An Independent Director having the characteristics set out in points 1 to 6 above may be given powers by

the Board of Directors to decide on matters involving the Company, its subsidiaries, its joint ventures or

fellow-subsidiaries or entities likely to have a conflict of interest on a collective decision basis.

SCOPE OF AUTHORITIES AND DUTIES OF THE AUDIT COMMITTEE (1) To review the Company’s financial reporting process to ensure that it is accurate and adequate.

(2) To review the Company’s internal control system and internal audit system to ensure that they are suitable

and efficient, to determine and internal audit unit’s independence, as well as to approve the appointment,

transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit.

(3) To review the Company’s compliance with the law on securities and exchange, the Exchange’s regulation,

and the law relating to the Company’s business.

(4) To consider, select and nominate an independent person to be the Company’s auditor, and to propose such

person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a

year.

(5) To review the Connected Transactions or the transactions that may lead to conflicts of interests, to ensure

that they are in compliance with the laws and the Exchange’s regulations, and are reasonable, and are

reasonable and for highest benefit of the Company.

(6) To prepare, and to disclose in the Company’s annual report, an audit committee’s report which must be

signed by the audit committee’s chairman and consist of at least the following information:

(a) An opinion on the accuracy, completeness and creditability of the Company’s financial report.

(b) An opinion on the adequacy of the Company’s internal control system.

(c) An opinion on the compliance with the law on securities and exchange, the Exchange’s regulations, or

the laws relating to the Company’s business.

(d) An opinion on the suitability of an auditor.

(e) An opinion on the transactions that may lead to conflicts of interests.

(f) The number of the audit committee meetings, and the attendance of such meetings by each committee

member.


(g) An opinion or overview comment received by the audit committee from its performance of duties in

accordance with the charter.

(h) Other truncations which, according to the audit committee’s opinion, should be known to the

shareholders and general investors, subject to the scope of duties and responsibilities assigned the

Company’s board of directors.

(7) To perform any other act as assigned by the Company’s board of directors, with the approval of the audit

committee.

MANAGEMENT As of December 31, 2011, the management comprises of 5 persons, as follows;

1. Mr. Khongsit Choukitcharoen Managing Director

2. Ms. Vipada Uadulyatham Vice President Administration

3. Mr. Yeh, Tien-Kung Vice President of Financial and Accounting

4. Mr. Huang, Ko-Wei Vice President Manufacturing

5. Mr. Wang, Wei-Chao Vice President Manufacturing

SCOPE OF AUTHORITIES AND DUTIES OF THE MANAGING DIRECTOR 1. Make a decision on important matters, set duties, objectives and direction of the Company’s business

policy including supervising overall operation performance, customer relation and marketing for

businesses in foreign countries and being responsible to the Board of Directors.

The financial transactions such as guarantee debt and lending, the Managing Director do not have the

authority to do so but should depend on the Board of Director’s approval.

2. Approve annual budget of the Company

3. Approve credit limit given to customers, payment period, and product sales contracts including

changes in trade conditions, making guarantee contracts and obsolete inventory management.

4. Have authorities to purchase permanent assets with the investment of no more than Baht 20 million.

5. Have authorities to invest in a new project with the investment of no more than Baht 20 million.

6. Set and approve standard of personnel management and of employees’ salary adjustment.

7. Approve consultant appointment that is necessary to business operation

8. Perform any other duties related to the Company’s general operation, not including operation of inter-

related transactions and any transaction regarding purchase or disposal of material assets of the listed

company according to the rules and regulations of the Stock Exchange of Thailand.

The above authorities, entitled to the Managing Director, have to follow the laws and bylaws of the

Company. In case of any transaction, which affects or may affect on interest of the Managing Director or connected

persons, Managing Director has no authority to approve it and has to propose the issue to the Board of Directors

for consideration.

Besides, in case that the transactions incurred are inter-related or relate to purchase or disposal of

material assets of the Company or its subsidiaries, these transactions are required to have approval from

shareholders and/or to comply with the rules, conditions and procedures in the relevant regulations of the Stock

Exchange of Thailand regarding these particular matters.

SELECTION OF DIRECTORS AND EXECUTIVES The Company does not have any nomination committee to appoint the directors. However, according to

the Company’s guideline, the directors are selected by the Board of Directors by concerning on experience, vision,

abilities and characteristics.


THE BOARD OF DIRECTORS At annual General shareholders’ meeting, the directors should resign from the Board at least one-third of

the total number of directors. If the number of directors cannot be divided into exactly three parts, they should be

retired by the number closest to one-third. And in case that any retired director is re-elected, a resolution of the

shareholders’ meeting will be required. At the time of candidate’s nomination for the Board of Directors, the

Company will prepare a list of details and information about such candidates for the shareholders’ consideration,

which have to follow the rules and procedures below.

1. One shareholder is entitled to one vote per share.

2. Each shareholder will exercise the right under item no.1 to elect one or more persons to be member of

the Board of Directors, but cannot divide up his or her votes and allocate such vote for any one candidate.

3. The candidates obtaining the highest numbers of votes should be appointed directors, until all

vacancies are filled. Should be a tied vote, the Chairman of the meeting shall have a casting vote.

In the event that the position of the Board of Directors is vacant whatever the reason is except when the

term of the position is completed, the Board of Directors has to elect person(s) having proper qualifications and

being not illegal according to the laws of public company. The vacant position will be filled in the next BOD’s

meeting, except the remaining term is less than 2 months. The elected person will be in the position for the rest of

the term of the retired director. The resolution of the Board of Directors should get the voting of not less than

three-fourth of the total number of the existing directors.

AUDIT COMMITTEE AND INDEPENDENT DIRECTORS Shareholder will be able to appoint the Audit Committee and independent directors during shareholder’s

meeting. The term of the appointment is 3 years and can be re-elect after the term expired. The qualifications of

the Audit Committee member and independent director are specified in page 31 and 32.

MANAGEMENT’S REMUNERATION DIRECTORS’ REMUNERATION FOR YEAR 2011

Name Remuneration Bonus Meeting Allowance

Mr. Hsu, Sheng-Hsiung 6,000,000 480,000 Mr. Shen, Shyh-Yong 5,000,000 360,000 Mr. Hsu, Sheng-Chieh 1,200,000 180,000 Mr. Ko, Charng-Chyi 1,200,000 180,000 Mr. Khongsit Choukitcharoen 1,200,000 180,000 Mr. Thanasak Chanyapoon 1,200,000 180,000 Mr. Alan Kam 1,200,000 180,000 Mr. William Hang Man Chao 1,200,000 180,000 Mr. Vichai Jittawait* 900,000 135,000

Total 1�,100,000 2,055,000

Remark : Mr. Vichai Jittawait had resigned from the Company’s Board of Director since September 29, 2011.

REMUNERATION OF THE MANAGEMENT Remuneration of the 5 management members including salary and bonus in 2011 amounted to Baht 14.30 million.

OTHER BENEFITS -None-


MANAGEMENT STRUCTURE

BOARD OF DIRECTORS AUDIT COMMITTEE

MR. HSU, SHENG-HSIUNG Chairman

INTERNAL AUDIT MANAGER

MR. SHEN, SHYH-YONG Vice Chairman

MR. KHONGSIT CHOUKITCHAROEN

Managing Director

MS. VIPADA UADULYATHAM

Vice President Administration

MR. YEH, TIEN-KUNG Vice President

Finance and Accounting

MR. HUANG, KO-WEI

Vice President Manufacturing

MR. WANG, WEI-CHAO Vice President Manufacturing


CORPORATE GOVERNANCE

The Company has initiated policies conforming to the Code of Best Practices of the directors of listed

companies according to the procedures of the Stock Exchange of Thailand. The Company values the principle of

good corporate governance, considering all stakeholders and society as a whole.

The Company has set the good corporate governance policy that has been approved by The Board of

Directors as followings:

• Issued policy for the Rights and Equitable Treatment Shareholders and various groups of stakeholders.

• Managed through absolute responsibility and oversaw any conflict of interests by the Board of

Directors.

• Verified financial statement and connected transaction with related parties through proper control and

internal audit, which include business operation and risk management.

• Operated business with transparency and disclosure of information in an adequate, reliable and

punctual manner.

• Performed under Code of Ethics by Directors and employees.

The following lists corporate governance policy reported in 5 separate categories, as mandated by the

Stock Exchange of Thailand.

1. THE RIGHTS OF SHAREHOLDERS Basic shareholder rights are rights to buy/sell or transfer shares, share in the profit of the Company, obtain

relevant and adequate information on the Company in a timely manner and on a regular basis, participate and vote

in the shareholder meetings to elect or remove members of the board, appoint external auditor, and make decisions

on any transactions that affect the Company such as dividend payment, amendment to the Company’s articles of

association or the Company’s memorandum of association, capital increases or decreases, the approval of

extraordinary transaction and approval on important transactions influencing directions of the Company.

In year 2011, besides the above-mentioned rights of the shareholders, the Company proceeded to carry out the

necessary work which encourages shareholders to use their rights as the following:

1. In year 2011, the Company held Annual General Shareholders’ Meeting on April 5, 2011 at 09.00 a.m. at

Imperial Queen’s Park Hotel, 2nd Floor (Room Queen’s Park 2) 199 Sukhumvit Rd., Soi 22, Bangkok which

has the voting according to the minutes. The Company delivered an invitation letter, the agenda of each

meeting as well as supplementary documents to the shareholders no less than 14 days prior to the meeting

date according to the laws through the Company’s shares registrar.

2. Release the detailed information on agendas of the shareholders’ meeting and post on the Company’s

website (www.calcomp.co.th) 30 days before the meeting date, these information is same with the

documents that the Company distributed to shareholders. Moreover, the Company informed clarifying all

shareholders to attend the meeting and the rights to vote on resolutions via SCP client of The Stock

Exchange of Thailand.

3. Provide shareholders full rights to vote and in case of the shareholders who unable to attend the meetings

are entitled to appoint a representative to attend the meeting.

4. The Company used the Barcode System in the Annual Shareholders’ Meeting for shareholder registration

and voting process in order to demonstrate voting transparency.


5. The Company held the meeting at a convenience location and set up a suitable meeting room for the

shareholders. The Company also gave an opportunity to shareholders to express their question with the

Company’s Investor Relations Department before the meeting.

2. THE EQUITABLE TREATMENT OF SHAREHOLDERS The Company gives the importance in the equitable treatment of shareholders to all shareholders.

1. The Company invited all shareholders of the Company to propose any matter that they deem significant to

be included in an agenda of the Annual General Shareholders’ Meeting 2011. The Company made

announcement on the Company’s website and the SCP Client of Stock Exchange of Thailand. Proposed

agendas can be sent to the Company via Investor Relations Department’s e-mail address at

[email protected] or postal within specific period. For the Annual General Shareholders’ Meeting 2011, no

any agendas proposed by shareholders.

2. The Company invited the shareholders to propose a qualified candidate for directorship for the Annual

General Shareholders’ Meeting 2011, the shareholders must be the Company’s shareholder holding

continuously minimum shares in an amount 0.05 percent of the total shares either by one or several

shareholders combined. And, Shareholders must have held those shares continuously for at least 12 months

by the date the shareholder nominates a qualified candidate. The Company had announced the qualification

of candidate, the regulation and the support documents by posted on the Company’s website for

shareholders to study the detail information. The proposed a qualified candidate and supporting documents

can be sent to the Company via Investor Relations Department’s e-mail address at [email protected] or

postal within specific period. For the Annual General Shareholders’ Meeting 2011, no any candidate was

proposed by shareholders.

3. In case of the shareholders who are unable to attend the meetings are entitled to appoint representative

e.g. Independent Director or a person to attend the meeting to act as their proxy by using proxy form sent

to them along with the invitation of the meeting. The proxy forms can be downloaded from the Company’s

website.

4. On the shareholders’ meeting, the chairman gives an opportunity to shareholders in auditing the

Company’s business operation, questioning, showing their opinions and giving advices and also uses this

opportunity to clarify the performance, future outlook to make the shareholders better understand the

Company’s business. There is no limitation of late shareholders to attend the meeting and no other any

agenda added without notifying shareholders.

5. In appointment director agenda, the Company gives the chance to the shareholders in voting by person in

order to be transparent and more independent for election.

6. Allocate the rights to vote at the meetings according to the number of shares owned by each shareholder,

allowing one share one vote and using the voting card on every agenda.

7. In the AGM meeting, the Company has completely recorded by writing the minutes of the meeting by

separate voting point to Agreed, Disagreed and abstained of each agenda, attendant and absent list of

director, voting process and Q&A in the meeting and also video recorded the entire meeting. The

completed minutes of the meeting were post on the Company’s website within 14 days after the meeting.

8. Established measures to control the usage and prevent the misuse of internal information (insider trading)

for benefit of a person concerned by prohibit them from trading the Company securities for 30 days before


financial statements released and at least 24 hours after the information is widely spread out to the public.

The Company will remind directors, managements and person concerned before releasing financial

statements. In case any directors and management staff sell or buy the Company securities, they are

required to report the shareholdings to SEC within a 3-business day period for public disclosure.

3. ROLE OF STAKEHOLDERS The Company pays attention to every stakeholder as stated in the following details:

1. SHAREHOLDERS AND INVESTORS The Company operates the business to for the benefit to all stakeholders. Moreover, the Company also set

up policies to give rights to all shareholders and investors in acquiring the Company’s information

transparently and reliably.

2. EMPLOYEE The Company views the employees as a major asset and treats all employees fairly in welfare, benefit,

environment, safety in working and health care for employees as follows:

• Provide lunch meal and dinner for the overtime employee.

• Give the incentive reward to the employees who come to work on time everyday.

• Provide the Provident Fund to the employees.

• Create environmental campaign in the factory and the office.

• Arrange the Annual Physical Check up to the employees.

• Provide the Nurse room in every factory to assure the emergency case for every employee.

• Operate the morning meeting to ensure the understanding in solving and increase the knowledge to

the employees to do the right job at the first time. Moreover, the Company also has the inbound and

outbound training to develop the working skill continuously.

Moreover, access to senior management is granted and expressed on the Employee Handbook.. “Whistle

Blowers” will be properly protected and rewarded if their allegations are found to be true.

3. CUSTOMER Customer information is treated as strictly confidential according to the Business Ethics in order to build

the good and long standing relationship between the Company and the customers.

4. SUPPLIER The Company treats all suppliers as business partners, and works with all in building a long-term

relationship.

5. CREDITOR The Company conducts business according to the business agreement and gives accurate and factual

information to all creditors.

6. BUSINESS COMPETITOR The Company commits to doing business in a fair and equitable manner.

7. SOCIETY The Company realizes the safety of social and environment and the quality of life in society where the

Company located, thus CCET intends to follow the law and regulation strictly and continuously supporting

corporate Social Responsibilities Program.


8. ENVIRONMENT The Company has set the environmental policy and everyday at CCET is regarded as worldwide

environment day. Moreover, the Company also establishes the environment committee to reinforce the

ideal of the employees participating in environmental perseverance both inside and outside the factory.

4. DISCLOSURE AND TRANSPARENCY The Company ensures that all-important information relevant to the Company, both financial and non-financial,

is disclosed correctly, accurately, on a timely basis and transparently through easy to access channels that are fair

and trustworthy. The Company shall disclose the following information

1. Disclose duties and responsibilities of the Board of Directors and also reveal the attendance records and

the report of the Board of Director. The Board of Directors is responsible for the Company’s consolidated

financial reports and financial information appearing in the annual reports. The financial statements are

prepared based on the accounting standards generally accepted in Thailand by using the appropriate

accounting policy.

2. The Company disclosed information on remuneration of all directors. The Company has established

remuneration to the directors in a precise and transparent manner and submitted to the Annual General

Shareholders’ meeting for approval. The remuneration to the management must conform to the

procedures and policies set by the Board of Directors, which must also coincide with the Company’s

performance and the performance of each management.

3. Disclose the policy environmental of the Company.

4. Disclose the policy on corporate governance complied with the policy.

5. The Company set up the Investor Relations. As a result, the Company emphasizes on disclosing information

that is adequate, accurate, trustworthy, consistent, and punctual. Regarding the investor relations, the

Company has designated an investor relation department to communicate with the shareholders,

institutional investors, individual investors and financial analysts including the interested parties.

The Investor Relations representatives:

Ms. Jenny Chou

Investor Relations Manager

Tel. 0-2261-5033-37 Fax. 0-2661-9396

E-mail : [email protected] Website : www.calcomp.co.th

Khun Sunadda Jaypong

Corporate Secretary

Tel. 0-2261-5033-37 Fax. 0-2661-9396

E-mail : [email protected] Website : www.calcomp.co.th

6. Disclose up-to-date information in both Thai and English version on the Company’s website.

5. THE RESPONSIBILITIES OF THE BOARD The Board of Directors plays an important role in corporate governance for the best interest of the Company.

The Board is accountable to shareholders and independent of management. The number of directors is currently

limited to eight divided to 2 committees, the Company’s directors consist of 1 Executive Directors and 7 Non-

Executive Directors.


The Chairman of the Company is not the same one as the Managing Director, and the duties and authorities of

the Board of Directors and of the Managing Director are clearly separated. The Company has 3 independent

directors who provide check and balance, independence and represent all minority shareholders.

The Board of Directors has appointed the Audit Committee to assist in the corporate governance of the

Company. Name list, duties and authorities of the Audit Committee are as what mentioned in Management

Structure part. The Audit Committee will arrange one meeting every 3 months.

BOARD OF DIRECTORS’ MEETING The Board of Directors arranges a meeting for every 3 months to consider the results of operation and the

financial statements. Besides, the Board sets visions, goals, strategies, and provides policies to the Company,

supervises and controls operation. Special meeting may be arranged if necessary, and an invitation letter with

specific agenda will be sent to the Board of Directors 7 days prior to the meeting to give the Board of Directors an

appropriate time period in investigation.

In 2011, the Company had arranged a total of 7 meetings comprised of 4 regular meetings and 3 special

meeting. In each meeting, at least half of the directors must participate according to the Company’s article. The

Company’s Board of Directors consists of the following members and meeting attendance.

BOARD MEETING

Name Position Meeting Attendance

1. Mr. Hsu, Sheng-Hsiung Chairman 5/7

2. Mr. Shen, Shyh-Yong Vice Chairman 7/7

3. Mr. Khongsit Choukitcharoen Managing Director 6/7

4. Mr. Ko, Charng-Chyi Director 4/7

5. Mr. Hsu, Sheng-Chieh Director 3/7

6. Mr. Alan Kam Chairman of Independent Director and 6/7

Audit Committee

7. Mr. William Hang Man Chao Independent Director and Audit Committee 6/7

8. Mr. Vichai Jittawait* Independent Director and Audit Committee 5/5

9. Mr. Thanasak Chanyapoon** Independent Director and Audit Committee 6/7

AUDIT COMMITTEE MEETING

Name Position Meeting Attendance

1. Mr. Alan Kam Independent Director and 4/4

Chairman of Audit Committee

2. Mr. William Hang Man Chao Independent Director and Audit Committee 3/4

3. Mr. Vichai Jittawait* Independent Director and Audit Committee 3/3

4. Mr. Thanasak Chanyapoon** Independent Director and Audit Committee -

Remark : * Mr. Vichai Jittawait resigned from director, Independent Director and Audit Committee of the Company on September 29, 2011

** Mr. Thanasak Chanyapoon has appointed to be the Independent Director and Audit Committee of the Company on November 14, 2011


When considering the matters presented to the Board, all member of the Board are allowed to express

their opinions freely, resolutions are passed by majority vote, providing that one director is eligible for one vote.

After the meeting, the secretary of the Board is responsible for preparing the minutes and certified the correctly by

Chairman and Vice Chairman. The minutes must than be approved by next board meeting.

LEADERSHIP AND VISION The Company has set the vision to be the leader in Electronics Manufacturing Services (EMS) and provided

the best service and total solution to the customers all over the world. The Board of Directors has participated in

the set up of the Company’s vision, mission, strategies, objectives business plan and budgets and also in supervising

the Management to achieve the Company’s goals within the budget.

CONFLICT OF INTERESTS In case of the conflict of interests or the relevant topic, the Board of Directors and the Audit Committee

will reasonably consider in that topic in according to the relevant rules and regulations of The Stock Exchange of

Thailand. The price and conditions should be similar to Arm’s Length Basis and has disclosed details, transaction

value, and reason/necessity in connected transaction report.

BUSINESS ETHICS The Company has set rules on business ethics in the way that SET gave as a guideline for executives to

perform. And these rules guide the executives and employees of the Company to follow carefully and regularly. The

Company has employee handbook so as to set a standard for work, quality and practice.

REMUNERATION FOR DIRECTORS AND MANAGEMENT The Company has established remuneration to the directors in a precise and transparent manner and

should be approved by Shareholders’ meeting.

INTERNAL CONTROL SYSTEM The Company recognizes the importance of internal control system at both the executive level and the

operational level. The Company has proper guidelines and operation manuals for all its employee. The Company has

an internal control system regarding the financial system to propose the financial reports to the supervisors.

RISK MANAGEMENT The Audit Committee is responsible for considering the risk factor report of the Company by quarterly

review and reporting to the Board of Directors in order to mange the risk factor that will impact to the Company.

KNOWLEDGE DEVELOPMENT The Company encourages the Board of Directors to attend seminars for knowledge development and

continuously presents up-to-date information including SET, SEC and relevant organization newsletter to all levels

of staff.


RELATED PARTY TRANSACTIONS

The relationship between the Company and the related parties are summarised below.

NAME OF RELATED PARTIES RELATIONSHIP WITH THE COMPANY

Kinpo Electronics, Inc. Major shareholders Logistar International Holding Co., Ltd. Subsidiary Cal-Comp Electronics (Suzhou) Co., Ltd. Subsidiary Cal-Comp Optical Electronics (Suzhou) Co., Ltd. Subsidiary Cal-Comp Electronics & Communications Co., Ltd Subsidiary Cal-Comp Technology (Suzhou) Co., Ltd. Subsidiary Cal-Comp Electronics and Communications (Suzhou) Co., Ltd. Subsidiary Cal Comp (Malaysia) SDN. BHD. Subsidiary Cal-Comp Precision (Singapore) Limited Subsidiary Cal-Comp Electronics (USA) Co., Ltd. Subsidiary Cal-Comp Industria e Comercio de Electronica e Informatica Ltda. Subsidiary Cal-Comp Electronics de Mexico Co. SA de CV Subsidiary Avaplas Precision Plastic (Shanghai) Co., Ltd. Subsidiary (held by a subsidiary) Cal-Comp Precision (Malaysia) SDN BHD Subsidiary (held by a subsidiary) Cal-Comp Precision (Thailand) Limited Subsidiary (held by a subsidiary) Cal-Comp Precision (Dongguan) Limited Subsidiary (held by a subsidiary) Cal-Comp Precision (Wujiang) Limited Subsidiary (held by a subsidiary) A-Ten Technology Co., Ltd. Associate (held by a subsidiary) Wise Sigma International Holding Co., Ltd. Associate (held by a subsidiary) Spectragraphics Corporation Co., Ltd. Subsidiary (held by a subsidiary) Total Electronics, LLC Subsidiary (held by a subsidiary) SMS Technologies, Inc. Subsidiary (held by a subsidiary) Telian Corporation Associate/common directors Daviscomms (S) Pte Ltd Associate (held by a subsidiary) Optosem Technologies (S) Pte Ltd Associate (held by a subsidiary) inx Japan International Inc. Shareholding by the Company Zakang Inc. Shareholding by the Company Kinpo Group Management Service Co., Ltd. Shareholding by the subsidiary Kinpo Electronics, Inc. (China) Co., Ltd. Subsidiary of the major shareholder Kinpo Electronics (Beijing) Co., Ltd. Subsidiary of the major shareholder Kinpo Electronics (Shanghai) Co., Ltd. Subsidiary of the major shareholder SaveCom International, Inc. Subsidiary of the major shareholder Kinpo International Ltd. Common shareholders Vibo Telecom Co., Ltd. Common shareholders Leading Team Technology Ltd. Common shareholders Acbel Polytech Inc. Common shareholders Crownpo Technology, Inc. Common shareholders Dongguan Kaipo Electronics Co., Ltd. Common shareholders

Ramark : Kinpo Electronics Inc. holding 100.00% in Kinpo International Co., Ltd. Kinpo Electronics Inc. holding 44.82% in Vibo Telecom Co., Ltd. Compal Electronics Inc. holding 40.41% in Vibo Telecom Co., Ltd. Kinpo Electronics Inc. holding 23.02% in Acbel Polytech Inc. Kinpo Electronics Inc. holding 51.61% in Crownpo Technology, Inc.


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ave

Des

crip

tion

of

Am

ount

for

N

eces

sity

of a

nd

The

opi

nion

of

co

nflic

ts o

f int

eres

t Re

lati

onsh

ip

tran

sact

ions

20

11 (M

B)

Des

crip

tion

re

ason

for

tran

sact

ions

A

udit

Com

mit

tee

-

Oth

er A

/R

4.98

Ca

l-Co

mp

Elec

tron

ics

and

Th

e pr

ice

of t

he t

rans

actio

n T

he T

rans

actio

n is

norm

al

Com

mun

icat

ion

Co.,

Ltd.

w

as c

lose

to

the

mar

ket

busin

ess

prac

tice

char

ged

the

repa

irin

g

pric

e an

d th

e co

nditi

ons

equi

pmen

t ex

pens

e to

w

ere

in li

ne w

ith t

he

Kinp

o El

ectr

onic

s, In

c no

rmal

bus

ines

s pr

actic

e.

(3

) Ca

l-Co

mp

Prec

ision

(Sin

gapo

re) L

td.

- Sa

les

624.

00

Cal-

Com

p Pr

ecisi

on

The

pric

e of

the

tran

sact

ion

Th

e Tr

ansa

ctio

n is

norm

al

-

A/R

20

2.33

(S

inga

pore

) Ltd

. sol

d w

as c

lose

to

the

mar

ket

busin

ess

prac

tice

prod

ucts

to

Kinp

o pr

ice

and

the

cond

ition

s

El

ectr

onic

s, In

c.

wer

e in

line

with

the

norm

al b

usin

ess

prac

tice.

2.

Wise

Sig

ma

Inte

rnat

iona

l A

ffilia

te C

ompa

ny, 4

4.55

%

(1)

Logi

star

Inte

rnat

iona

l H

oldi

ng C

o., L

td.

hold

ing

by L

ogist

rar

Hol

ding

Co.

, Ltd

.

In

tern

atio

nal C

o., L

td.

-

Shor

t-te

rm lo

an

57.1

9 Lo

gist

ar In

tern

atio

nal

Th

e in

tere

st r

ate

is 2%

Th

e Co

mpa

ny s

houl

d

-

Inte

rest

Inco

me

0.93

H

oldi

ng C

o., L

td. h

as le

nt

per

annu

m, w

hich

is c

lose

fo

llow

the

deb

t cl

osel

y.

the

shor

t-te

rm lo

an t

o to

the

sho

rt-t

erm

loan

rat

e

W

ise S

igm

a In

tern

atio

nal

at t

he t

ime

of t

rans

actio

n.

Hol

ding

Co.

, Ltd

., w

hich

is

The

payb

ack

agre

emen

t

th

e re

sear

ch a

nd d

evel

opm

ent

will

dep

end

on t

he n

eces

sity

com

pany

in h

igh

tech

nolo

gy

and

mut

ual a

gree

men

t

pr

oduc

ts w

hich

sup

port

be

twee

n bo

th c

ompa

nies

.

th

e sa

les

for

Logi

star

, H

owev

er, W

ise S

igm

a

so

Log

istar

has

sup

port

ed

Inte

rnat

iona

l Hol

ding

Co.

, Ltd

.

th

e fin

ance

to

Wise

Sig

ma

have

neg

otia

ted

to e

xten

d

to

use

as

wor

king

cap

ital i

n th

e pa

ybac

k pe

riod

with

U

SD c

urre

ncy.

In e

arly

of

the

Com

pany

20

11, t

he o

utst

andi

ng

amou

nt w

as 5

7.19

MB.

A

s of

31

Dec

embe

r 20

11,

the

accr

ued

inte

rest

was

0.

93 M

B an

d fo

reig

n

ex

chan

ge t

rans

latio

n w

as

2.92

MB.

tot

al o

utst

andi

ng


Pa

rty

whi

ch m

ay h

ave

Des

crip

tion

of

Am

ount

for

N

eces

sity

of a

nd

The

opi

nion

of

co

nflic

ts o

f int

eres

t Re

lati

onsh

ip

tran

sact

ions

20

11 (M

B)

Des

crip

tion

re

ason

for

tran

sact

ions

A

udit

Com

mit

tee

was

61.

05. M

B. T

he C

ompa

ny

has

book

ing

allo

wan

ce

doub

tful

Acc

ount

for

57

.08

MB

3. K

inpo

Inte

rnat

iona

l Ltd

. A

sub

sidia

ry o

f Kin

po

(1) T

he C

ompa

ny

Elec

tron

ics

Inc.

it a

lso

has

- Sa

les

11

9.00

Th

e Co

mpa

ny s

old

prod

uct

The

price

of t

he tr

ansa

ctio

n Th

e Tr

ansa

ctio

n is

norm

al

the

com

mon

dir

ecto

rs

-

A/R

39

.28

to K

inpo

Inte

rnat

iona

l w

as c

lose

to

the

mar

ket

bu

sines

s pr

actic

e

w

ith t

he C

ompa

ny a

s th

e

Co

., Lt

d.

price

and

the

con

ditio

ns

fo

llow

s:

w

ere

in li

ne w

ith th

e no

rmal

1. M

r. H

su, S

heng

-Hsiu

ng

busin

ess

prac

tice.

2.

Mr.

Hsu

, She

ng-C

hieh

- Pu

rcha

se

299.

00

The

Com

pany

pur

chas

ed

The

pric

e of

the

tran

sact

ion

The

Tran

sact

ion

is no

rmal

3.

Mr.

She

n, S

hyh-

Yong

- A

/P

6.08

ra

w m

ater

ial f

rom

Kin

po

was

clo

se t

o th

e m

arke

t bu

sines

s pr

actic

e

In

tern

atio

nal L

td

pric

e an

d th

e co

nditi

ons

w

ere

in li

ne w

ith t

he

no

rmal

bus

ines

s pr

actic

e.

- Sa

les

of fi

xed

Ass

et

116.

00

The

Com

pany

sol

d

Book

Val

ue

Reas

onab

le

- O

ther

A/R

15

.27

equi

pmen

ts t

o Ki

npo

Inte

rnat

iona

l Ltd

-

Purc

hase

d fix

ed A

sset

7.

00

The

Com

pany

pur

chas

ed

Bo

ok V

alue

Re

ason

able

m

achi

neri

es a

nd

equi

pmen

ts fo

r ca

lcul

ator

pr

oduc

t fr

om K

inpo

In

tern

atio

nal C

o., L

td.

(2

) Lo

gist

ar In

tern

atio

nal

H

oldi

ng C

o., L

td.

-

Sale

s 5,

447.

00

Logi

star

Inte

rnat

iona

l Th

e pr

ice

of th

e tr

ansa

ctio

n Th

e Tr

ansa

ctio

n is

norm

al

-

A/R

18

8.01

H

oldi

ng C

o., L

td. s

old

w

as c

lose

to

the

mar

ket

busin

ess

prac

tice

prod

uct

to K

inpo

pr

ice

and

the

cond

ition

s

In

tern

atio

nal

Ltd.

w

ere

in li

ne w

ith t

he

no

rmal

bus

ines

s pr

actic

e.

- Pu

rcha

se

136.

00

Logi

star

Inte

rnat

iona

l

The

pric

e of

the

tra

nsac

tion

The

Tran

sact

ion

is n

orm

al

- A

/P

8.08

H

oldi

ng C

o., L

td. p

urch

ased

w

as c

lose

to

the

mar

ket

busin

ess

prac

tice

rew

mat

eria

l fro

m K

inpo

pr

ice

and

the

cond

ition

s

In

tern

atio

nal

Ltd.

w

ere

in li

ne w

ith t

he

no

rmal

bus

ines

s pr

actic

e.


Pa

rty

whi

ch m

ay h

ave

Des

crip

tion

of

Am

ount

for

N

eces

sity

of a

nd

The

opi

nion

of

co

nflic

ts o

f int

eres

t Re

lati

onsh

ip

tran

sact

ions

20

11 (M

B)

Des

crip

tion

re

ason

for

tran

sact

ions

A

udit

Com

mit

tee

4. A

cbel

Pol

ytec

h In

c.

Com

mon

sha

reho

lder

s,

(1) T

he C

ompa

ny

Kinp

o El

ectr

onic

s In

c.

-

Purc

hase

17

.00

The

Com

pany

pur

chas

ed.

The

pric

e of

the

tran

sact

ion

The

Tran

sact

ion

is no

rmal

ho

ldin

g 23

.43

% in

Acb

el

-

A/P

69

.89

raw

mat

eria

l fro

m

was

clo

se t

o th

e m

arke

t bu

sines

s pr

actic

e

Po

lyte

ch In

c. It

als

o ha

s th

e

A

cbel

Pol

ytec

h In

c pr

ice

and

the

cond

ition

s

co

mm

on d

irec

tors

with

w

ere

in li

ne w

ith t

he

the

Com

pany

,

no

rmal

bus

ines

s pr

actic

e.

- M

r. H

su, S

heng

-Hsiu

ng

- M

r. S

hen,

Shy

h-Yo

ng

5. K

inpo

Ele

ctro

nics

, Inc

. Th

e su

bsid

iary

com

pany

of

(1) T

he C

ompa

ny

(Chi

na) C

o., L

td.

Kinp

o El

ectr

onic

s, In

c.

-

Oth

er A

/R

0.56

O

utst

andi

ng fr

om 2

010

that

Th

e pr

ice

of th

e tr

ansa

ctio

n

The

Tran

sact

ion

is no

rmal

It

also

has

the

com

mon

the

Com

pany

cha

rged

the

w

as c

lose

to

the

mar

ket

busin

ess

prac

tice

dire

ctor

s w

ith t

he

ch

angi

ng p

rice

of p

rodu

ct

pric

e an

d th

e co

nditi

ons

Com

pany

,

sold

to

Kinp

o w

ere

in li

ne w

ith t

he

- M

r. H

su, S

heng

-Hsiu

ng

In

tern

atio

nal C

o., L

td.

norm

al b

usin

ess

prac

tice.

-

Mr.

Hsu

, She

ng-C

hieh

-

Mr.

She

n, S

hyh-

Yong

(2)

Logi

star

Inte

rnat

iona

l

Hol

ding

Co.

, Ltd

.

-

Purc

hase

10

,690

.00

Logi

star

Inte

rnat

iona

l Th

e pr

ice

of th

e tr

ansa

ctio

n Th

e Tr

ansa

ctio

n is

norm

al

- A

/P

531.

83

Hol

ding

Co.

, Ltd

. pur

chas

ed

was

clo

se t

o th

e m

arke

t bu

sines

s pr

actic

e

ra

w m

ater

ial f

rom

Kin

po

pric

e an

d th

e co

nditi

ons

Elec

tron

ics,

Inc.

(Chi

na)

wer

e in

line

with

the

Co

., Lt

d.

norm

al b

usin

ess

prac

tice.

(3

) Cal

-Com

p O

ptic

al

El

ectr

onic

s (S

uzho

u) C

o., L

td.

- Sa

le e

quip

men

t 6.

00

Cal-

Com

p O

ptic

al

Book

val

ue

Reas

onab

le

-

Oth

er A

/P

0.97

El

ectr

onic

s (Su

zhou

) Co.

, Ltd

.

so

ld m

achi

nery

and

eq

uipm

ent

to K

inpo

El

ectr

onic

s (C

hina

) Co.

, Ltd

.

- S

ale

1.00

Ca

l-Co

mp

Opt

ical

Th

e pr

ice

of th

e tr

ansa

ctio

n Th

e Tr

ansa

ctio

n is

norm

al

Elec

tron

ics (

Suzh

ou) C

o., L

td.

was

clo

se t

o th

e m

arke

t bu

sines

s pr

actic

e

so

ld p

rodu

cts

to K

inpo

pr

ice

and

the

cond

ition

s

El

ectr

onic

s (C

hina

) Co.

, Ltd

. w

ere

in li

ne w

ith t

he

no

rmal

bus

ines

s pr

actic

e.


Pa

rty

whi

ch m

ay h

ave

Des

crip

tion

of

Am

ount

for

N

eces

sity

of a

nd

The

opi

nion

of

co

nflic

ts o

f int

eres

t Re

lati

onsh

ip

tran

sact

ions

20

11 (M

B)

Des

crip

tion

re

ason

for

tran

sact

ions

A

udit

Com

mit

tee

(4

) Cal

-Com

p El

ectr

onic

s

(S

uzho

u) C

o., L

td.

- Sa

le fi

xed

asse

t 29

.00

Cal-

Com

p El

ectr

onic

s

Book

val

ue

Reas

onab

le

(Suz

hou)

Co.

, Ltd

. sol

d

equi

pmen

ts t

o Ki

npo

El

ectr

onic

s, In

c. (C

hina

)

Co

., Lt

d

(5) C

al-C

omp

Elec

tron

ics

and

Com

mun

icat

ion

Co.,

Ltd.

-

Oth

er A

/R

1.02

Ca

l-Co

mp

Elec

tron

ics

and

Th

e pr

ice

of th

e tr

ansa

ctio

n Th

e Tr

ansa

ctio

n is

norm

al

Com

mun

icat

ion

Co.,

Ltd.

w

as c

lose

to

the

mar

ket

busin

ess

prac

tice

char

ge t

he r

epai

ring

pr

ice

and

the

cond

ition

s

eq

uipm

ent

expe

nse

to

wer

e in

line

with

the

Ki

npo

Elec

tron

ics,

Inc.

no

rmal

bus

ines

s pr

actic

e.

(Chi

na) C

o., L

td.

6. K

inpo

Gro

up M

anag

emen

t H

eld

by C

al-C

omp

(1

) Cal

-Com

p El

ectr

onic

s Se

rvic

e Co

., Lt

d El

ectr

onic

s an

d an

d Co

mm

unic

atio

n Co

., Lt

d.

Com

mun

icat

ion

Co.,

Ltd.

- O

ther

exp

ense

3.

99

Cal-

Com

p El

ectr

onic

s an

d

Cont

act

pric

e Th

e Tr

ansa

ctio

n is

norm

al

12.5

0 %

. It

also

has

the

Com

mun

icat

ion

Co.,

Ltd.

busin

ess

prac

tice

com

mon

dir

ecto

rs w

ith

pa

id c

onsu

ltant

fees

to

the

Com

pany

,

Kinp

o G

roup

Man

agem

ent

-

Mr.

Hsu

, She

ng-H

siung

Serv

ice

Co.,

Ltd.

-

Mr.

She

n, S

hyh-

Yong

7.

Sav

e Co

m

The

subs

idia

ry c

ompa

ny

(1) C

al-C

omp

Elec

tron

ics

Inte

rnat

iona

l, In

c.

of K

inpo

Ele

ctro

nics

, Inc

. an

d Co

mm

unic

atio

n Co

., Lt

d.

-

Oth

er e

xpen

se

2.78

Ca

l-Co

mp

Elec

tron

ics

and

Th

e pr

ice

is de

pend

ing

on

The

Tran

sact

ion

is no

rmal

Co

mm

unic

atio

n Co

., Lt

d.

actu

al p

rice

and

con

ditio

ns

busin

ess

prac

tice

paid

for

tele

phon

e sy

stem

w

ere

in li

ne w

ith t

he

to S

ave

Com

Inte

rnat

iona

l,

norm

al b

usin

ess

prac

tice.

In

c.


Pa

rty

whi

ch m

ay h

ave

Des

crip

tion

of

Am

ount

for

N

eces

sity

of a

nd

The

opi

nion

of

co

nflic

ts o

f int

eres

t Re

lati

onsh

ip

tran

sact

ions

20

11 (M

B)

Des

crip

tion

re

ason

for

tran

sact

ions

A

udit

Com

mit

tee

8. V

ibo

Tele

com

Co.

, Ltd

. Co

mm

on s

hare

hold

ers,

(1

) Cal

-Com

p El

ectr

onic

s

Kinp

o El

ectr

onic

s In

c.

and

Com

mun

icat

ion

Co.,

Ltd.

ho

ldin

g 44

.82

% in

Vib

o

-

Oth

er e

xpen

se

0.39

Ca

l-Co

mp

Elec

tron

ics

and

Th

e pr

ice

is de

pend

ing

on

Th

e Tr

ansa

ctio

n is

norm

al

Tele

com

Co.

, Ltd

. It

also

Com

mun

icat

ion

Co.,

Ltd.

ac

tual

pri

ce a

nd c

ondi

tions

bu

sines

s pr

actic

e

ha

s th

e co

mm

on d

irec

tors

paid

for

tele

phon

e sy

stem

w

ere

in li

ne w

ith t

he

with

the

Com

pany

,

to V

ibo

Tele

com

Co.

, Ltd

. no

rmal

bus

ines

s pr

actic

e.

- M

r. H

su, S

heng

-Hsiu

ng

- M

r. H

su, S

heng

-Chi

eh

- M

r. K

o, C

harn

g-Ch

yi

- M

r. S

hen,

Shy

h-Yo

ng

9. A

-Ten

Tec

hnol

ogy

34

% h

eld

by L

ogist

ar

(1)

Logi

star

Inte

rnat

iona

l Co

., Lt

d.

Inte

rnat

iona

l Hol

ding

H

oldi

ng C

o., L

td

Co.,

Ltd.

- O

ther

A/R

7.

94

Logi

star

Inte

rnat

iona

l Bo

ok v

alue

Th

e Tr

ansa

ctio

n is

norm

al

Hol

ding

Co.

, Ltd

had

busin

ess

prac

tice

decr

ease

d th

e in

vest

men

t in

A

-Ten

Tec

hnol

ogy

Co.,

Ltd.

fr

om 5

5% t

o 34

%. H

owev

er,

the

decr

ease

d in

vest

men

t

proc

eed

is no

t re

turn

to

Lo

gist

ar t

here

fore

Log

istar

ha

s re

cord

thi

s am

ount

as

oth

er A

/R

-

Shor

t te

rm lo

ans

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SUPPLY/MANUFACTURING AGREEMENT

Parties concerned : Cal-Comp Electronics (Thailand) Public Company Limited

and Kinpo Electronics, Inc. (a company incorporated under the laws of Taiwan).

Execution date : 1st April 2004

Material subject : The term of the agreement applies to each purchase by Kinpo to Cal-Comp of the goods

and services as specifies in the Purchase Order and

1. Cal-Comp shall notify Kinpo in advance and in writing of any proposed change in

method of producing or testing, subcontractors for producing, processing and

testing, site of manufacture and labeling.

2. All products shall meet the specifications and shall be subjected to quality control

inspection by Cal-Comp in accordance with Cal-Comp’s quality control standards.

Cal-Comp shall permit Kinpo to review periodically Cal-Comp’s production and

quality control procedures and records and to visit Cal-Comp’s facilities.

Expiry date : The Agreement shall continue in full force and effect for one year. The agreement shall be

renewed and effective for another one year if there is no objection before the end of the

above effective period.

LICENSE AGREEMENT

Parties concerned : Cal-Comp Electronics (Thailand) Public Company Limited

and Zakang Inc. (a company incorporated under the laws of Korea).

Execution date : 25th September, 2000

Material subject : 1. The Company is granted exclusive right to use patents and know-how for production

owned by Zakang throughout the validity of the Agreement.

2. Zakang agrees to provide technical assistance for production of pagers.

3. The Company is entitled to sell Zakang-technology pagers in any country, except Korea.

Expiry date : This Agreement shall be terminated upon occurrence of any of the following events.

1. Either party breaches any provision thereof, and fails to remedy within the period of

60 days.

2. Either party participates in the bankruptcy proceedings.

3. Either party becomes an injured party due to any Act of God for an uninterrupted

period of more than 6 months from the date of notice given by the other party.

AGREEMENT FOR SHARING MIS SYSTEM (MANAGEMENT INFORMATION SYSTEM)

Parties concerned : Cal-Comp Electronics and Communication Co., Ltd. and Kinpo Electronics, Inc.

Execution date : January 1, 2012

Material subject : Cal-Comp Electronics and communication Co., Ltd shared MIS resource

and system from Kinpo Electronics Inc. to support operation and reporting system.

Expiry date : December 31, 2012


AGREEMENT FOR PROFESSIONAL SERVICES

Parties concerned : Cal-Comp Electronics and Communication Co., Ltd.

and Kinpo Group Management Service Co., Ltd.

Execution date : December 1, 2006

Material subject : Kinpo Group Management Service Co., Ltd. provides Consultant Service for accounting,

finance and tax planning to Cal-Comp Electronics and communication Co., Ltd

Expiry date : The Agreement shall continue in full force if there is no objection before the end of the

above effective period.

AGREEMENT FOR OFFICE LEASING

Parties concerned : Cal-Comp Electronics and Communication Co., Ltd. and Kinpo Electronics Inc.

Execution date : August 1, 2011

Material subject : Cal-Comp Electronics and Communication Co., Ltd.

has leasing office space from Kinpo Electronics Inc.

Expiry date : August 31, 2012

CRITERIA OR STEPS IN APPROVING RELATED COMPANY TRANSACTIONS The Board of Directors has appointed the Managing Director the authority to approve transactions with

related parties under normal business conditions, which must conform to the regulation of Securities and Exchange

Act and rules, notifications, and notice of the Stock Exchange of Thailand including the rules regarding the

disclosures of related transactions, the acquisition or disposition of the material assets of the Company or its

subsidiary company according to the generally accepted accounting standards in Thailand.

The assigned authority must conform to the laws and the Company’s bylaws. In case that there is any

transaction which has or may have the conflict of interests of Managing Director or related persons, the Managing

Director has no rights to approve such transaction and has to propose such transaction to the Board of Directors

for consideration.

Moreover, the related company transaction or the transaction related to the acquisition or disposition of

the material assets of the Company or the subsidiary company, as the case may be, has to be approved by the

shareholders’ meeting and/or any action under the related regulations or methods to conform to the notifications

of the SET.

POLICY AND TREND OF FUTURE RELATED COMPANY TRANSACTIONS The Company’s policy is to operate business for utmost benefits of the Company and its subsidiary

companies. Under normal business operation, the Company and its subsidiary companies must incur into sales or

service transactions with related companies. Therefore, the Company and its subsidiary companies will continue to

have the related company transactions under the normal business conditions with the fair or market price, which is

able to compare to the transaction with others.


METHOD TO PROTECT INVESTORS To protect investors, if there is any related company transactions between the Company or the subsidiary

company and the affiliate company, and the related parties in the future, these transactions must be considered by

the Board of Directors, which has the Audit Committee giving the opinion for the necessity and the appropriateness

of the transactions. Directors who have an interest in said transactions have no rights to vote on such matters. In

the event that the Audit Committee doesn’t have an expertise in the matter of such transactions, the Company will

provide an independent expert or the Company’s auditor to provide an opinion as to the necessity, reasons and

decision by the Board of Directors or shareholders in making the transactions, as the case may be. The Company

will also disclose the transactions in the notes of the Company’s audited financial statements.

THE AUDIT COMMITTEE’S OPINION The Audit Committee has considered the past and recently related company transactions of the Company,

the subsidiary companies or the related parties and has the opinion that the Company has disclosed the information

correctly and completely. Such transactions were under the normal business conditions with either the market price

or close to the market price.


It has been another busy year for the Audit Committee in 2011. Members of the Audit Committee were responsible in the monitoring of the financial well being of the Company and the internal audit functions of the company. The Audit Committee has 3 independent directors with one replacement director joining in Q3. They are: 1. Alan Kam Chairman & Independent Director 2. William Hang Man Chao Independent Director 3. Vichai Jittawait Independent Director (Resigned 29th September 2011) 4. Thanasak Chanyapoon Independent Director (Joined 14th November 2011)

The Audit Committee had 4 meetings in 2011 plus various other meetings with external auditors, management and internal auditors. The Audit Committee performed the following duties in the 2011 financial year:

FINANCIAL STATEMENT - The Audit Committee reviewed the reviewed and audited statements of the company on a regular basis before submitting to the Board of Directors for approval. Consultations were made with management of the company on various occasions to assure that committee members are satisfied with the reporting of the statements. The Committee also reviewed the statements of its subsidiaries and affiliates. The Committee is satisfied that the financial presentation is accurate and they are in conformity with the regulations of the Stock Exchange of Thailand and Securities Exchange Commission of Thailand.

INTERNAL AUDIT - Aside from approving the annual audit plan of the Internal Audit Department, the committee also hold regular meetings with the Internal Audit Department to discuss any outstanding issues related to the department’s function. Again, 2011 see strong improvement in the skill sets and bench strength of the department. The committee is satisfied with the work of the Internal Audit Department.

EXTERNAL AUDITORS - The Audit Committee met with Ernst & Young, the company’s external auditor on the reviewed and audited financial statements regularly. The committee also discussed the annual audit plan, matters of concern with external auditors. The external auditor has also been advising management on the IFRS conversion plan. The Audit Committee is satisfied that the company is on track for conversion in the year 2013.

RISK MANAGEMENT - The Company continue to remain risk adverse while maintaining a policy of growth. The Audit Committee has ensured that senior and middle management continue to have sound financial practice in managing foreign currency exposure, capital budgeting, material cost control, labor issues as well as safety measures.

RELATED PARTY TRANSACTION - The Audit Committee has reviewed the connected party transactions of the Company, its subsidiaries and affiliates. It is satisfied that transactions are reasonable in the normal course of business.

CORPORATE SOCIAL RESPONSIBILITIES - Cal-Comp has been at the forefront of practicing CSR in the past years. It continues to take proactive measures in ensuring proper energy savings and waste management control. The Cal-Comp University program continue to award MBA training for its middle management employees and of course it continue to award scholarship programs to local schools where ever it operates both in Thailand and China. CCET was fortunate not to suffer the same face as our colleagues during the flood in Quarter 4. However, the company has donated USD$ 1 million to assist the flood relief program and set aside another US1 million donation to the Chai Pattana Foundation. The Audit Committee members have over the course of the 2011 year visited the company’s various factories in Mahachai and Petchburi. With recent purchases of new businesses in the U.S.A., the Audit Committee visited 2 US offices and factories in San Diego, California and Logansport, Indiana and its Mexican acquisition in Reynosa across the border from Texas in July 2011. The acquisition will add bench strength to CCET’s existing production capacity and venture into industrial electronics, thus opening up new opportunities for the group. Committee is satisfied that all newly acquired plants have been working hard to maintain the high standard of production, administration and financial discipline as our headquarters. Khun Vichai Jittawait resigned as an Independent Director of Cal-Comp on September 29th 2011. I warmly welcome Khun Thanasak Chanyapoon who has replaced Khun Vichai and I am confident that his extensive legal background will be a strong asset to our Audit Committee. I also like to thank Khun Vichai for his support to the Committee in the past years. Finally, the Audit Committee also wishes to thank the management team, internal audit staff and external auditors for their support in making the Committee’s job pleasant and efficient throughout the year.

ALAN KAM Chairman of the Audit Committee & Independent Director

AUDIT COMMITTEE REPORT- 2011


INTERNAL CONTROL

The Board of Directors perceives that the internal control system of the Company and its subsidiaries is

enough to retain the assets of the Company and its subsidiaries, concerning that the internal information will not be

used on the executive’s own benefits. Through the past, there was no flaw in the internal control system used.

1. ORGANIZATION AND ENVIRONMENT The Company set the clear achievable and measurable goals, revised the operational goals, considered

the possibility of the goal set along, and analyzed the reasonableness of incentives and employee compensation. The

operation policy and procedures were written as a document precisely and able to prevent the dishonesty.

2. RISK MANAGEMENT The important risk factors assessed by the Company are such as exchange rate risk, risk of reliance on

a major customer, risk of working capital shortage. The Company specified the standard to follow the events

perceived as the causes of risk. The following strategy will be applied every month to closely monitor the

performance.

3. MANAGEMENT CONTROL The Company clearly set the limits on authorities and authorities on cash approval of the executives in

each level and the rules were written as a document such as the authorities of managing director specified in item

9, management.

4. INFORMATION TECHNOLOGY AND COMMUNICATION SYSTEM The Company provided enough significant information to the Board of Directors, and also submitted

an invitation letter or necessary document for the meeting for consideration prior to the meeting. The directors’

meeting reports were recorded, and if there is any dispute on the resolution against the majority, the directors’

opinion memos will be recorded as well. The document for accounting records were arranged and kept properly

and there was no report of faults from the Auditor in the document arrangement.

5. FOLLOW-UP SYSTEM If the operating results of the Company are different from the target goals, the Company will solve

them within an appropriate period of time and will provide the investigation on operation, which is conformable to

the internal control system. In this regard, the Audit Committee of the Company will observe on any difference

every quarter of each year.

The Company has arranged the quarterly Audit Committee Meeting to approve the financial statements,

internal audit control and related party transaction. The latest meeting was held on February 20, 2012, approved

the financial statements, internal audit control and connected transaction for year 2011. The Audit Committee had

considered that the internal control of the Company is on standard and the related party transactions is reasonable,

the conditions were in line with the normal business practice and the price of the transaction was close to the

market price.


DIRECTORS’ REPORTING

The Board of Directors is responsible for the accuracy and completeness of the Company and its

subsidiary’s financial statements. Accounting principles used and financial statements are in compliance with

accounting standards and disclosed.

In order to ensure the effectiveness of internal control and audit system, the Audit Committee will regularly

review the financial statement and internal control system. The Audit Committee report had already disclosed in

annual report.

The Audit committee had clarified on internal audit with good management that can be confident for the

financial statements of the Company and its subsidiaries as of 31 December 2011.

MR. HSU, SHENG-HSIUNG MR. SHEN, SHYH- YONG MR. KHONGSIT Chairman Vice Chairman CHOUKITCHAROEN Managing Director


SOCIAL AND ENVIRONMENT RESPONSIBILITIES

The Company believes its environment, safety and pollution management practices should be complied with

regulations. CCET is committed to prevent pollution, efficiently use the resources and improve employee safety.

CCET realizes our success not only on operation results but also the responsibility to society and environment.

Therefore, the Company determined to continue further contribution in year 2011 as the following:

SOCIAL GREEN EARTH The Company realizes the importance of green environment and joined the Green Project by Custom

Department to protect the mangrove forest, a natural resources and the living of sea life. On August 21, 2011, the

Company’s employees have participated with the Customs Department to afforest at the coast near

Samutsongkhram. The objective is designed to Celebration in Honor of Her Majesty Queen’s birthday and promote

participation of private and Government sectors to create conscious and values in nature conservation and

environmental benefits which will cause the expansion of cultivation and conservation of aquatic federations in

various coastal areas.

FLOOD RELIEF Since the flood incident in the middle of Thailand from October to December 2011 had impacted tens of

thousands families and yet there are still many more people who are suffered from the flood. We see the restless

effort how people have trying to protect their homes and this beautiful country, and we see the urgentness and

necessity to help the people to get through this critical moment. Therefore, we have arranged 30,000 packages of

Relief Bags delivering to those flood affected areas in Ampher Kratoom Bean and Ampher Muang, and the company

has plan to donate USD1 million to assist the flood relief program through Chai Pattana Foundation.

DEVELOPMENT POTENTIAL OF HUMANITY The Company has launched a new project for developing Skill, Technology & Innovation (“STI”), that has

been supported by The Board of Investment of Thailand (“BOI”) and it will be starting from 2008 to 2014. The

budget of this project is approximately Baht 150 million and there are 3 projects under this master plan, the details

of each project summarize as the following:

1st PROJECT The Company has established a Research and Development Center for designing computer peripheral

products in Thailand to upgrade local Engineer’s capability on to international standard, and to produce better

quality of the products and to meet the demand of the market.

2nd PROJECT The Company has coordinated with the education institutes such as King Mongkut’s Institute of Technology

Ladkrabang, Mahanakorn University of Technology, and NECTEC for the research on the Electronics and New


Technology project. The project aims at supporting institute for proper technology and equipment development in

order to enhance local engineer’s professional knowledge as well as improvement in production efficiency

In addition, the Company offers scholarships to aforementioned institutes in the department of engineering

in Bachelor and Master Degree to support potential local students who are enthusiasm in the said field.

3rd PROJECT The Company has cooperated with institute and organized High Technology Training Program to assist

local engineers the opportunity to train and to practice in the said field overseas. Such program aims to provide

potential students with global learning environment.

ENVIRONMENT Regarding the environment, the Company realizes the importance of the environment and the responsibility

for the environment and the effect of the environment that may harm the neighbor and the employees. The

Company has the Environmental Policy as:

We, Cal-Comp, commit to the worldwide environmental policy, which state “The environment protection

is the responsibility of human being” and everyday at Cal-Comp is the worldwide environment day. Moreover, we

have the additional policy as following:

1. Correcting and preventing the pollution, as well as, decreasing, treating and monitoring the waste of

factories as state period time to conform to the legal and regulation are our commitment.

2. Energy saving is the must by recycle and energy consumable reduction to prevent the pollution.

3. Awareness training and environment knowledge training are given to the employees for efficient

protection of environment.

4. Monitoring and improving the energy consumption continuously to optimize the benefit from energy is

our mission of energy guard ness.

5. Eliminate and reduce the hazard materials to environment as customer requirement is our

commitment.

The above environment policy is our commitment and also the awareness throughout the Company by

using several methods to achieve our policy and company’s mission.

The Company has been committing to the policy and also training the employees to ensure the

understanding and practical to commit of this policy.

The Company also appointed the environment committee to take responsibility in control, look after and

service. Their responsibilities are as follows:

1. Establish the environment policy

2. Environment evaluation

3. Review environment evaluation result

4. Legal and other requirement selection

5. Establish the environment programs

6. Establish objectives and targets

7. Effectiveness of environment communication

8. Review environment management system


The committee set up the crucial point in environment management as:

• On behave of Environment committee; all relevant functions must identify the aspect of air,

wastewater and garbage to conforming to legal and regulation impacting to the interest parties

before developing the environment system.

• Every function shall report the environment evaluation result for all aspects.

• Environment committee shall implement the risk assessment results from the past, present and

future.

• The priority of correction shall prioritize as per the impact results from the risk assessment, as

well as, the cost control and technique control.

• The advanced planning for the compliance activities and maintained when to implementing these

activities. All aspects shall be reviewed every 4 months.

The Company also realizes the importance in communication about the environment to customers,

employees, suppliers and relevant persons to inform the change of the rules and regulations. Moreover, the

Company also has the environment training for the employees to work effectively and smoothly. The Company also

has the evaluation for the effect of the environment by dividing every work in the factory to build the standard in

control the trend that can harm the environment, checking the quality of the environment such as water, air, and

sound according to the laws, arranging the emergency plan and also have the training to reduce the environmental

harm. The Company also coordinates with the government to reduce the environmental effect by the Company

received ISO 14001 certification from AFAQ & Bestcert (Thailand) Co., Ltd., France which result from the successful

in implementing the ISO 14001 standard for Environmental Management System (EMS) at both Mahachai and

Petchaburi plants.

REMUNERATION FOR AUDITOR 1. AUDIT FEE For year 2011, the Company has paid the audit fee of 3,320,000 Baht to Ernst & Young Office Limited,

Certified Public Accountant No.3516 Ms. Rungnapa Lertsuwankul. The Audit fee for the period of year 2011 had

been approved by the shareholder meeting, the remuneration of not exceeding Baht 3,320,000 per annum.

2. OTHER FEE -None-


FINANCIAL STATEMENT SUMMARY

ITEMS AUDITED AUDITED AUDITED 200� 2010 2011 AMOUNT % AMOUNT % AMOUNT %

ASSETS

Cash and cash equivalents 2,666.02 5.72 5,351.60 9.51 1,962.69 3.38

Current investments 969.55 2.08 450.29 0.80 531.80 0.92

Trade and other receivables 23,888.41 51.26 28,981.55 51.48 26,667.24 45.95

Short-term loans to related parties 71.22 0.15 0.25 0.00 0.25 -

Inventories 8,710.73 18.69 10,001.09 17.76 14,088.76 24.27

Advances payment for raw materials 382.81 0.82 361.43 0.64 431.03 0.74

Other current assets 829.97 1.78 835.25 1.48 1,046.19 1.80

Total current assets 37,518.71 80.50 45,�81.46 81.67 44,727.�6 77.06

Property, plant and equipment 8,014.59 17.20 9,481.88 16.84 12,579.86 21.67

Investments 65.58 0.14 209.89 0.37 195.63 0.34

Other non-current assets 1,005.90 2.16 627.69 1.12 539.00 0.93

Total non-current assets �,086.07 1�.50 10,31�.46 18.33 13,314.4� 22.�4

Total assets 46,604.78 100.00 56,300.�2 100.00 58,042.45 100.00

Liabilities and Shareholders’ equity

Short-term loans from financial institutions 8,803.88 18.89 11,973.07 21.27 15,402.69 26.54

Trade and other payables 21,462.28 46.05 26,964.36 47.89 24,725.87 42.60

Other current liabilities 401.80 0.86 565.63 1.00 675.65 1.16

Total current liabilities 30,667.�6 65.80 3�,503.06 70.16 40,804.21 70.30

Total non-current liabilities - - - - 64.58 0.11

Total liabilities 30,667.�6 65.80 3�,503.06 70.16 40,868.7� 70.41

Shareholders’ equity

Issued and paid up share capital 3,941.11 8.46 4,077.56 7.24 4,077.56 7.02

Share premium 3,144.54 6.75 3,144.54 5.59 3,144.54 5.42

Retained earnings 9,038.92 19.39 10,188.67 18.10 10,012.45 17.25

Other components of shareholders’ equity (187.75) (0.40) (612.91) (1.09) (60.89) (0.10)

Total shareholders’ equity 15,�36.82 34.20 16,7�7.86 2�.84 17,173.66 2�.5�

Total liabilities and shareholders’ equity 46,604.78 100.00 56,300.�2 100.00 58,042.45 100.00

(Unit: MB)

MANAGEMENT DISCUSSION AND ANALYSIS


FINANCIAL STATEMENT SUMMARY (CONT.)

ITEMS AUDITED AUDITED AUDITED 200� 2010 2011 AMOUNT % AMOUNT % AMOUNT %

REVENUES

Sales 108,437.91 99.83 125,598.92 99.83 131,809.66 99.67

Other incomes 182.51 0.17 217.58 0.17 439.13 0.33

Total revenues 108,620.42 100.00 125,816.50 100.00 132,248.7� 100.00

EXPENSES

Cost of sales 104,445.15 96.16 120,901.15 96.09 127,961.15 96.76

Selling and administrative expenses 2,153.05 1.98 2,911.25 2.31 3,445.73 2.61

Share on sale of other long-term investment 121.25 0.11 - - - -

Exchange loss 75.90 0.07 - - - -

Total expenses 106,7�5.35 �8.32 123,812.40 �8.40 131,406.88 ��.37

Share of income (loss) from investments in

associates (0.06) (0.00) (5.35) (0.00) 7.13 0.01

Profit before finance cost and corporate

income tax 1,825.01 1.68 1,998.75 1.59 849.04 0.64

Finance cost 355.32 0.33 186.30 0.15 227.12 0.17

Corporate income tax 168.38 0.16 157.37 0.13 109.00 0.08

Profit for the year 1,301.31 1.20 1,655.07 1.32 512.�2 0.3�

Basic earnings per share 0.33 0.42 0.13

Diluted earnings per share 0.32 0.41 0.13

Net cash from (used in) operating activities 6,986.37 1,895.06 (2,827.51)

Net cash used in investing activities (631.49) (2,162.16) (3,080.50)

Net cash from financing activities (6,307.34) 2,523.68 2,427.16

Net increase (decrease) in cash and cash

equivalents 27.35 2,166.31 (3,307.40)

(Unit: MB)


FINANCIAL RATIOS

ITEMS 200� 2010 2011

1. Liquidity ratio

Current ratio (times) 1.22 1.16 1.10

Quick ratio (times) 0.94 0.91 0.75

Account receivable turnover (times) 3.74 4.75 4.74

Days receivable (days) 96.16 75.77 75.99

Inventory turnover (times) 10.97 12.92 10.62

Average selling period (days) 32.82 27.86 33.89

Account payable turnover (times) 4.15 4.99 4.95

Days payable (days) 86.69 72.10 72.71

Cash Cycle (days) 42.29 31.53 37.17

2. Profitability ratio

Gross profit margin (%) 3.68 3.74 2.92

Operating profit margin (%) 1.51 1.42 0.31

Net profit margin (%) 1.20 1.32 1.39

Return on equity (%) 8.44 10.11 3.02

3. Efficiency ratio

Return on assets (%) 2.45 3.22 0.90

Return on fixed assets (%) 41.73 40.52 21.85

Asset turnover (times) 2.04 2.44 2.24

4. Financial ratio

Debt to equity ratio (times) 1.92 2.35 2.38

Interest coverage ratio (times) 5.14 10.73 3.74

Dividend payout ratio (%) 32.44 40.93 43.16

5. Per share data

Book value per share (Baht) 4.04 4.12 4.21


ANALYSIS OF PERFORMANCE OVERALL PAST PERFORMANCE In 2011, the Company’s sale revenue has increased by 4.94% compared to 2010 due to the increase of

demand in Printer, PCBA, hard disk and plastic mould product lines of the Company and its newly acquired

subsidiaries.

The summary of the performance of year 2009 -2011 are as follows:

1. TOTAL REVENUE The Company’s sale revenue in 2009-2011 was at Baht 108,437.91 million, Baht 125,598.92 million and

Baht 131,809.66 million respectively. In 2011, the Company’s sale revenues was increased by 4.94% compared to

2010 as a result of an increased sale of computer peripheral for 11.36% and decreased sale of telecommunication

product for 26.48%.

2. COST OF SALES The Company’s cost of sales in 2009-2011 was at Baht 104,445.55 million, Baht 120,901.15 million and

Baht 127,961.15 million which equivalent to 96.32%, 96.26% and 97.08% of sale revenues respectively. The

Company’s gross profit margin was at 3.68%, 3.74% and 2.92% respectively. The increased of cost of sales in 2011

is mainly due to proportion of products mix as well as minimum effected from the shortage of the raw material

influenced by the Japanese earthquake in March 2011 and Thailand flood incident in October-December 2011

3. SELLING AND ADMINISTRATIVE EXPENSES (SG&A) The Company’s SG&A in 2009-2011 was at Baht 2,153.05 million, Baht 2,911.25 million and Baht

3,445.73 million which equivalent to 1.99%, 2.32% and 2.61% of sale revenue respectively. The increase of SG&A

was mainly result of admin expense from the new subsidiaries as well as marketing expense due to increased sales

to support existing customers.

4. PROFIT The Company’s operating profit margin of 2009-2011 was at 1.51%, 1.42% and 0.31% respectively. The

operating profit margin decreased in 2011 came from the increase in cost of sales as well as SG&A expenses as

mentioned.

During 2009-2011, the Company had net profit margin of Baht 1,301.31 million, Baht 1,655.07 million

and Baht 512.92 million which representing a net profit margin of 1.20%, 1.32% and 0.39% respectively. The

Company’s net profit decreased by 69.01% from year 2010 due to the increase in cost of sales as well as SG&A

expenses as mentioned. Moreover, year 2011 is considered a year of implementing stage to strength the Company’s

global expansion as well as its global position. The newly acquired subsidiaries may have taken effect to the

Company’s operation result for the initial stage but is preparing for business growth in the upcoming years.

ANALYSIS OF FINANCIAL STATUS ASSETS The Company’s total assets in 2009-2011 was at Baht 46,604.78 million, Baht 56,300.92 million and Baht

58,042.45 million respectively. The increased Baht 1,741.53 million or 3.09% was due to increased non-current

assets by 32.67% compared to previous year.


1. CURRENT ASSETS The Company’s current assets in 2009-2011 was at Baht 37,518.71 million, Baht 45,981.46 million and

Baht 44,727.96 million which equivalent to 80.50%, 81.67% and 77.06% of total assets respectively. In 2011, the

Company’s current asset decreased by Baht 1,253.50 million or 2.73% was due to the decreased in cash and cash

equivalents of Baht 3,388.91 million and trade accounts receivable of Baht 2,314.31 million respectively.

1.1 Trade and other accounts receivable The Company’s trade and other accounts receivable in 2009-2011 was at Baht 23,888.41 million,

Baht 28,981.55 million and Baht 26,667.24 million respectively. In 2011, the trade and other accounts receivable

decreased by 7.99% from 2010 due to the decreased sales by 14.90% in Q4/2011, compared to same period year

influenced by flood incident in Thailand.

1.2 Inventory The Company’s inventory in 2009-2011 was at Baht 8,710.73 million, Baht 10,001.09 million and

Baht 14,088.76 million respectively. In 2011, the inventory increased by Baht 4,087.67 million or 40.87% compared

to previous year. The raw material was at Baht 7,369.58 million, Baht 7,590.01 million and Baht 9,046.24 million

respectively. In 2011, the raw material increased by 19.19% from 2010 and the major portion in the inventory

sector is come from the raw materials which accounted 64.21% of the inventory and is considered reasonable

proportion following CCET’s inventory policy. The Company’s inventory and raw material increased in 2011

influenced by flood incident therefore the Company cannot deliver products to our customer on time as shipping plan.

2. NON-CURRENT ASSETS As at 31 December 2009-2011 the Company had total non-current assets of Baht 9,086.07 million,

Baht 10,319.46 million and Baht 13,314.49 million which represent 19.50%, 18.33% and 22.94% of total assets

respectively. In 2011, the Company’s non-current assets has increased by 29.02% compared to 2010 as a result of

increased property, plant and equipment by 32.67% for the company expansion in Thailand, Malaysia, Brazil and

Mexico.

SOURCE OF CAPITAL LIABILITIES As at 31 December 2009-2011, the Company had total liabilities of Baht 30,667.96 million, Baht 39,503.06

million and Baht 40,868.79 million respectively. In 2011, the Company’s total liabilities increased by 3.46% from

2010 due to increased short-term loan from financial institution by 28.64%. The debt to equity ratios in 2009-2011

was at 1.92 times, 2.35 times and 2.38 times respectively. Nonetheless, the Company still has the syndication loan in

amount USD 120 million to support for further operation.

EQUITY As at 31 December 2009-2011, the Company had total equity of Baht 15,936.82 million, Baht 16,797.86

million and Baht 17,173.66 million respectively. In 2011, the Company’s equity increased by 2.24% compared to

2010 due to the decreased in other components of shareholders’ equity for 90.07%.


REPORT OfINDEPENDENT AUDITOR

To the Shareholders of Cal-Comp Electronics (Thailand) Public Company Limited

I have audited the accompanying consolidated statements of financial position of Cal-Comp Electronics (Thai-

land) Public Company Limited and its subsidiaries as at 31 December 2011 and 2010, and the related consolidated

statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the years then ended,

and have also audited the separate financial statements of Cal-Comp Electronics (Thailand) Public Company Limited

for the same years. These financial statements are the responsibility of the management of the Company and its sub-

sidiaries as to their correctness and the completeness of the presentation. My responsibility is to express an opinion

on these financial statements based on my audits. I did not audit the financial statements of overseas subsidiaries as

discussed in Note 2.2 to the financial statements, and which are included in the consolidated financial statements

for the years ended 31 December 2011 and 2010. These subsidiaries’ financial statements show total assets as at 31

December 2011 and 2010 of Baht 32,054 million and Baht 29,446 million, respectively, and total revenues for the

years then ended totalling Baht 81,194 million and Baht 72,259 million, respectively. The financial statements of the

subsidiaries were audited by other auditors, whose reports have been furnished to me, and my opinion, insofar as it

relates to the amounts included for those subsidiaries in the consolidated financial statements, is based solely on the

reports of the other auditors.

I conducted my audits in accordance with generally accepted auditing standards. Those standards require that

I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of mate-

rial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in

the financial statements. An audit also includes assessing the accounting principles used and significant estimates made

by management, as well as evaluating the overall financial statement presentation. I believe that my audits, together

with the reports of other auditors discussed in the first paragraph, provide a reasonable basis for my opinion.

In my opinion, based on my audits and the audit reports of other auditors, the financial statements referred to

above present fairly, in all material respects, the financial position of Cal-Comp Electronics (Thailand) Public Company

Limited and its subsidiaries and of Cal-Comp Electronics (Thailand) Public Company Limited as at 31 December 2011

and 2010, and the results of their operations, and cash flows for the years then ended in accordance with generally

accepted accounting principles.

Without qualifying my opinion on the aforementioned financial statements, I draw attention to Note 3 to the

financial statements. During the current year, the Company adopted a number of revised and new accounting stan-

dards as issued by the federation of Accounting Professions, and applied them in the preparation and presentation of

its financial statements. The Company has substantial product sales and raw material purchase transactions with its

subsidiaries and related companies as discussed in Note 9 to the financial statements.

RUNgNAPA LERTSUwANkUL Certified Public Accountant (Thailand) No. 3516 Ernst & Young Office Limited

Bangkok: 20 february 2012


BALANCE SHEETSCal-Comp Electronics (Thailand) Public Company Limited and its subsidiaries As at 31 December 2011 and 2010

(Unit: Baht)

CONSOLIDATED SEPARATE fINANCIAL STATEMENTS fINANCIAL STATEMENTS

NOTE 2011 2010 2011 2010

ASSETSCurrent assetsCash and cash equivalents 8 1,962,686,570 5,351,596,896 309,478,378 1,350,404,480Current investments 8 Term deposits at financialinstitutions 531,802,989 450,290,496 111,392,516 1,000Trade and other receivables 9, 10 26,667,243,795 28,981,551,446 12,727,211,967 15,567,014,000Short-term loans to related parties 9 247,801 247,799 - -Inventories 11 14,088,762,106 10,001,088,155 7,153,744,368 5,234,987,589Advances payment for raw materials 12 431,033,004 361,432,290 138,267,884 128,316,726Other current assets 13 1,046,188,538 835,251,596 98,790,911 42,917,540Total current assets 44,727,964,803 45,981,458,678 20,538,886,024 22,323,641,335Non-current assetsInvestments in subsidiaries 14 - - 6,173,429,053 5,477,826,459Investments in associates 15 132,212,725 121,569,977 - -Other long-term investments 16 63,419,699 88,321,261 25,385,940 52,105,860Property, plant and equipment 17 12,579,855,079 9,481,883,259 5,152,863,865 4,801,768,045Goodwill 106,518,193 102,322,664 - -Other intangible assets 18 207,376,437 351,218,443 - -Other non-current assets 19 Land occupancy rights 90,414,252 83,533,573 - - Others 24 134,690,697 90,610,067 1,125,827 969,927Total non-current assets 13,314,487,082 10,319,459,244 11,352,804,685 10,332,670,291Total assets 58,042,451,885 56,300,917,922 31,891,690,709 32,656,311,626

The accompanying notes are an integral part of the financial statements.


BALANCE SHEETS (CONTINUED)Cal-Comp Electronics (Thailand) Public Company Limited and its subsidiaries

As at 31 December 2011 and 2010

(Unit: Baht)


NOTE 2011 2010 2011 2010

LIABILITIES AND SHAREHOLDERS’ EqUITYCurrent liabilitiesShort-term loans from financial institutions 20 15,402,693,280 11,973,070,052 5,953,699,331 4,601,749,443Trade and other payables 9, 21 24,725,867,950 26,964,363,928 9,759,618,375 12,845,120,188Income tax payable 28,501,258 16,735,220 482,537 1,323,029Excess of cost of net asset value over investment in subsidiary 2.2 18,007,077 - - -Other current liabilities 22 629,138,130 548,889,202 311,004,131 182,203,020Total current liabilities 40,804,207,695 39,503,058,402 16,024,804,374 17,630,395,680Non-current liabilitiesProvision for long-term employee benefits 24 64,581,336 - 45,209,355 -Total non-current liabilities 64,581,336 - 45,209,355 -Total liabilities 40,868,789,031 39,503,058,402 16,070,013,729 17,630,395,680Shareholders’ equityShare capital 25 Registered 4,277,556,192 ordinary shares of Baht 1 each (2010: 4,485,386,292 ordinary shares of Baht 1 each) 4,277,556,192 4,485,386,292 4,277,556,192 4,485,386,292Issued and paid up share capital 4,077,556,192 ordinary shares of Baht 1 each 4,077,556,192 4,077,556,192 4,077,556,192 4,077,556,192Share premium 3,144,543,957 3,144,543,957 3,144,543,957 3,144,543,957Retained earnings Appropriated - statutory reserve 27 511,111,587 511,111,587 511,111,587 511,111,587 Unappropriated 9,501,340,002 9,677,561,152 8,115,185,164 7,292,704,210Other components of shareholders’ equity (60,888,884) (612,913,368) (26,719,920) -Total shareholders’ equity 17,173,662,854 16,797,859,520 15,821,676,980 15,025,915,946Total liabilities and shareholders’ equity 58,042,451,885 56,300,917,922 31,891,690,709 32,656,311,626



INCOME STATEMENTSCal-Comp Electronics (Thailand) Public Company Limited and its subsidiariesfor the years ended 31 December 2011 and 2010

(Unit: Baht)


NOTE 2011 2010 2011 2010

RevenuesSales 9 131,809,659,158 125,598,919,314 52,441,070,990 66,942,933,570Exchange gain 29 165,984,440 71,062,629 - 216,843,368Other income 273,141,531 146,521,480 61,044,264 15,859,136Total revenues 132,248,785,129 125,816,503,423 52,502,115,254 67,175,636,074ExpensesCost of sales 9 127,961,154,685 120,901,149,821 50,566,550,893 65,483,514,075Selling expenses 471,123,774 414,602,889 39,476,024 38,244,365Administrative expenses 2,974,604,865 2,496,652,526 136,155,522 117,225,682Exchange loss 29 - - 192,095,329 -Total expenses 131,406,883,324 123,812,405,236 50,934,277,768 65,638,984,122Profit before share of income (loss) from investment in associates 841,901,805 2,004,098,187 1,567,837,486 1,536,651,952Share of income (loss) from investments in associates 7,135,574 (5,353,204) - -Profit before finance cost and corporate income tax 849,037,379 1,998,744,983 1,567,837,486 1,536,651,952finance cost (227,114,023) (186,300,004) (53,172,237) (56,994,928)Profit before corporate income tax 621,923,356 1,812,444,979 1,514,665,249 1,479,657,024Corporate income tax 6.16, 30 (108,999,608) (157,371,990) (3,039,397) (3,575,957)Profit for the year 512,923,748 1,655,072,989 1,511,625,852 1,476,081,067

Profit attributable to:Equity holders of the Company 512,923,748 1,664,110,183 1,511,625,852 1,476,081,067Non-controlling interests of the subsidiaries - (9,037,194) 512,923,748 1,655,072,989

Earnings per share 31 Basic earnings per share Profit attributable to equity holders of the Company 0.13 0.42 0.37 0.37Diluted earnings per share Profit attributable to equity holders of the Company 0.13 0.41 0.37 0.36



STATEMENTS OfCOMPREHENSIvE INCOME

Cal-Comp Electronics (Thailand) Public Company Limited and its subsidiariesfor the years ended 31 December 2011 and 2010

(Unit: Baht)


NOTE 2011 2010 2011 2010

Profit for the year 512,923,748 1,655,072,989 1,511,625,852 1,476,081,067

Other comprehensive income:Exchange differences on translation of financial statements in foreign currency 578,744,404 (403,730,088) - -Loss on changes in value of available -for-sale investments (26,719,920) - (26,719,920) -Other comprehensive income for the year 552,024,484 (403,730,088) (26,719,920) -

Total comprehensive income for the year 1,064,948,232 1,251,342,901 1,484,905,932 1,476,081,067

Total comprehensive income attributable toEquity holders of the Company 1,064,948,232 1,260,380,095 1,484,905,932 1,476,081,067Non-controlling interests of the subsidiaries - (9,037,194) - - 1,064,948,232 1,251,342,901 1,484,905,932 1,476,081,067



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ts.


STATEMENTS Of CASH fLOwSCal-Comp Electronics (Thailand) Public Company Limited and its subsidiariesfor the years ended 31 December 2011 and 2010

(Unit: Baht)


2011 2010 2011 2010

Cash flows from operating activitiesProfit before tax 621,923,356 1,812,444,979 1,514,665,249 1,479,657,024Adjustments to reconcile profit before tax to net cash provided by (paid from) operating activities Depreciation and amortisation 1,897,788,569 1,889,828,382 707,636,477 624,798,113 Allowance for doubtful accounts 92,793,933 252,055,926 - 99,375 Decrease of inventory to net realisable value (Reverse) 10,526,209 (87,806,096) (761,698) 16,616,746 Loss (gain) on disposal of property, plant and equipment 36,458,646 53,887,165 (14,421,615) 8,066,469 Impairment loss of assets (Reverse) 38,362,373 19,844,400 (4,162,921) 18,179,367 Share of loss (income) from investments in associates (7,135,574) 5,353,204 - - Gain on write-off other long-term investment - (120,173) - - Provision for long-term employee benefits 39,790,004 - 8,473,448 - Unrealised loss on exchange 56,914,456 156,926,990 73,648,382 139,555,687 Interest income (18,249,222) (8,429,786) (3,861,958) (2,831,107) Interest expense 202,869,028 164,870,673 43,370,762 48,144,556Profit from operating activities before changes in operating assets and liabilities 2,972,041,778 4,258,855,664 2,324,586,126 2,332,286,230Operating assets (increase) decrease Trade and other receivables 2,577,447,558 (5,039,199,996) 3,340,545,224 (2,921,251,516) Inventories (4,095,416,105) (904,992,970) (1,917,090,766) (744,238,841) Advances payment for raw materials (67,648,318) 16,731,172 (7,998,762) (23,847,911) Other current assets (304,658,246) (566,538,104) (54,134,898) 6,964,108Operating liabilities increase (decrease) Trade and other payables (3,881,095,089) 4,342,934,723 (4,116,240,645) 836,369,435 Other current liabilities 69,050,557 (6,270,223) 120,676,031 16,770,420Cash flows from (used in) operating activities (2,730,277,865) 2,101,520,266 (309,657,690) (496,948,075) Cash paid for corporate income tax (97,233,569) (206,455,615) (3,879,889) (6,354,368)Net cash from (used in) operating activities (2,827,511,434) 1,895,064,651 (313,537,579) (503,302,443)



STATEMENTS Of CASH fLOwS (CONTINUED)

Cal-Comp Electronics (Thailand) Public Company Limited and its subsidiariesfor the years ended 31 December 2011 and 2010

(Unit: Baht)


2011 2010 2011 2010

Cash flows from investing activitiesIncrease in investments of subsidiaries - - (695,602,594) (1,699,180,879)Acquisition of a subsidiary, net of cash acquired (120,054,554) (711,910,682) - -Increase in other long-term investments - (48,460,860) - (48,460,860)Proceeds from write off other long-term investment - 9,782,963 - -Increase in property, plant and equipment (3,247,320,393) (1,831,013,211) (519,359,475) (894,603,540)Interest income 18,249,222 8,429,786 3,861,958 2,831,107Proceeds from sales of equipment 301,647,145 61,959,961 90,210,948 16,985,917Increase in intangible assets - (8,499,454) - -Decrease (increase) in other non-current assets (33,024,514) 357,556,290 (155,900) -Net cash used in investing activities (3,080,503,094) (2,162,155,207) (1,121,045,063) (2,622,428,255)Cash flows from financing activitiesIncrease in short-term loans from financial institutions 3,249,180,147 3,169,190,877 1,200,642,576 3,663,126,544Decrease in long-term loans - (115,466,368) - -Proceeds from increase in share capital - 136,447,400 - 136,447,400Interest expense (169,610,615) (152,134,716) (43,185,529) (46,935,806)Dividends paid (652,408,991) (514,356,132) (652,408,991) (514,356,132)Net cash from financing activities 2,427,160,541 2,523,681,061 505,048,056 3,238,282,006Increase (decrease) in translation adjustment 173,456,154 (90,275,689) - -Net increase (decrease) in cash and cash equivalents (3,307,397,833) 2,166,314,816 (929,534,586) 112,551,308Cash and cash equivalents at beginning of year 5,801,887,392 3,635,572,576 1,350,405,480 1,237,854,172Cash and cash equivalents at end of year (Note 8) 2,494,489,559 5,801,887,392 420,870,894 1,350,405,480

Supplemental cash flows information: -Non-cash items consist of: - Unrealised loss on change in the value of investment 26,719,920 - 26,719,920 - Purchase of plant and equipment that has not yet been paid 1,328,963,695 702,661,343 750,176,596 697,606,299 Sale plant and equipment that has not yet received 240,466,605 7,481,061 139,177,362 2,877,666 An adjustment to the beginning balance of retained earnings 36,735,907 - 36,735,907 -



NOTES TO CONSOLIDATED fINANCIAL STATEMENTS Cal-Comp Electronics (Thailand) Public Company Limited and its subsidiaries

for the years ended 31 December 2011 and 2010

1. general information

1.1 Corporate information

Cal-Comp Electronics (Thailand) Public Company Limited (“the Company”) is a public company

incorporated and domiciled in Thailand. Its major shareholder is Kinpo Electronics, Inc., which was

incorporated in Taiwan. The Company is principally engaged in the manufacture of electronic products,

such as computer and computer peripheral, telecommunication equipment and automation equipment.

The registered of the Company is 191/54, 191/57 18th floor, CTI Tower, Rachadapisek Road, Kwang

Klongtoey, Khet Klongtoey, Bangkok 10110. The Company has 4 branches in Thailand and is located at

Samutsakorn, Petchaburi and Nakhonratsima.

1.2 Changing the name of the subsidiaries

During the current year, the subsidiaries changed their names which are summarised below.

NEw NAME fORMER NAME

Cal-Comp Precision (Singapore) Limited Avaplas Ltd

Cal-Comp Precision (Malaysia) Sdn Bhd Avaplas Sdn Bhd

Cal-Comp Precision (Thailand) Limited Avaplas (Thailand) Limited

Cal-Comp Precision (Wujiang) Limited Avaplas Precision Plastics (Wujiang)

Co., Ltd.

Cal-Comp Precision (Dongguan) Limited Avaplas Precision Plastics (Dongguan)

Co., Ltd.

Cal-Comp Industria e Comercio de Phitronics Industria e Comercio

Electronica e Informatica Ltda de Electronica e Informatica Ltda

2. Basis of preparation

2.1 The financial statements have been prepared in accordance with accounting standards enunciated under

the Accounting Professions Act B.E. 2547 and their presentation has been made in compliance with the

stipulations of the Notification of the Department of Business Development dated 28 September 2011,

issued under the Accounting Act B.E. 2543.

The financial statements in Thai language are the official statutory financial statements of the Company.

The financial statements in English language have been translated from the Thai language financial

statements.

The financial statements have been prepared on a historical cost basis except where otherwise disclosed

in the accounting policies.


2.2 Basis of consolidation

a) The consolidated financial statements include the financial statements of Cal-Comp Electronics

(Thailand) Public Company Limited (“the Company”) and the following subsidiary companies

(“the subsidiaries”).

NATURE Of COUNTRY Of PERCENTAgE Of COMPANY’S NAME BUSINESS INCORPORATION SHAREHOLDINg

2011 2010

Percent PercentAudited by other auditorsLogistar International Group company’s distributor British Virgin Island 100 100 Holding Co., Ltd. Cal-Comp Electronics Manufacture of electronic The People’s 100 100 (Suzhou) Co., Ltd. products Republic of China Cal-Comp Optical Electronics Manufacture of electronic The People’s 100 100 (Suzhou) Co., Ltd. products Republic of China Cal-Comp Electronics & Purchasing material and research Taiwan 100 100 Communications Co., Ltd. and developmentCal-Comp Technology Manufacture of electronic The People’s 100 100 (Suzhou) Co., Ltd. products Republic of China Cal-Comp Electronics and Manufacture of electronic The People’s 100 100 Communications (Suzhou) products Republic of China Co., Ltd. Cal-Comp Electronics (USA) Manufacture of electronic USA 100 100 Co., Ltd. and its subsidiaries productsCal-Comp Industria e Comercio Manufacture of electronic Brazil 100 - de Electronica e Informatica Ltda. productsCal-Comp Electronics de Mexico Manufacture of electronic Mexico 100 - Co. SA de CV productsAudited by other auditors of the same firmCal-Comp Precision (Singapore) Manufacture and distributor of Singapore 100 100 Limited and its subsidiaries plastic componentsCal Comp (Malaysia) SDN. BHD. Manufacture of electronic Malaysia 100 100 products

The financial statements of the subsidiaries were prepared by the management of the subsidiaries

and audited by their overseas auditors.

Revenues of Logistar International Holding Co., Ltd. are mainly from sales of goods, which have

been purchased from the Company and its subsidiaries, to third parties.


The subsidiaries which the Company owns through Cal-Comp Precision (Singapore) Limited are

as follows:

PERCENTAgE Of COUNTRY Of INDIRECT COMPANY’S NAME NATURE Of BUSINESS INCORPORATION SHAREHOLDINg

2011 2010

Percent PercentAvaplas Precision Plastics Precision engineering The People’s 100 100 (Shanghai) Co., Ltd. plastic injection moulding Republic of China Cal-Comp Precision Precision engineering Malaysia 100 100 (Malaysia) Sdn Bhd plastic injection mouldingCal-Comp Precision Precision engineering Thailand 100 100 (Thailand) Limited plastic injection mouldingCal-Comp Precision Precision engineering The People’s 100 100 (Dongguan) Limited plastic injection moulding Republic of China Cal-Comp Precision Precision engineering The People’s 100 100 (Wujiang) Limited plastic injection moulding Republic of China

The subsidiaries which the Company owns through Cal-Comp Electronics (USA) Co., Ltd. are as

follows:

PERCENTAgE Of COUNTRY Of INDIRECT COMPANY’S NAME NATURE Of BUSINESS INCORPORATION SHAREHOLDINg

2011 2010

Percent PercentSpectragraphics Holding company USA 100 100 Corporation Co., Ltd.Total Electronics, LLC Manufacturer of Printed USA 100 100 Circuil Board AssemblesSMS Technologies, Inc. Manufacturer of Printed USA 100 100 Circuil Board Assembles

b) On 23 March 2010, the Company purchased 53.08% of the ordinary shares of Cal-Comp Precision

(Singapore) Limited a company listed in Singapore Exchange Limited (Catalist Sponsored). The

consolidated financial statements as at 31 December 2010 included the statement of financial

position as at 31 December 2010 and profit or loss for the period from 1 April 2010 to 31

December 2010 because the amount of profit or loss for the period from the investment date

to 31 March 2010 is immaterial. The Company recorded the net assets acquired at their net

book value as of 31 March 2010. The excess of the purchase price over the net assets acquired

was recorded as goodwill because the fair value of the net assets differs from net book value in

immaterial amount. The Company thus recorded the net assets acquired at their net book value

as of 31 March 2010 as this date was close to the acquisition date.


The net asset value of Cal-Comp Precision (Singapore) Limited* as at 31 March 2010 consisted

of the following:

(Unit: Thousand Baht)

Assets Cash and cash equivalents 225,246Trade accounts receivable 56,791Inventories 102,399Property, plant and equipment - net 319,003Other assets 181,647 Total assets 885,086


Liabilities Trade accounts payable 150,680Other liabilities 181,800 Total liabilities 332,480Net asset value 552,606Equity of the Company (%) 53.08Net asset value attributable to the Company’s investment 293,323Positive goodwill 17,842Purchase price 311,165Less: Cash and deposits at financial institutions of subsidiary (225,246)Net cash paid for purchase of subsidiary 85,919

In April 2010, the Company gradually purchased an additional 5.88% shares from other

shareholders. After the purchases, the Company helds 58.96% of Cal-Comp Precision (Singapore)

Limited’s total shares. Later in July and August 2010, the Company gradually purchased additional

41.04% shares, fully 100% shareholding on 26 August 2010. The Company recorded the increased

46.92% interest in Cal-Comp Precision (Singapore) Limited, which did not cause the Company to

lose its controlling interest, under “Share deficit is incurred due to share purchase from the non-

controlling interests of the subsidiaries without losing the controlling interest” in shareholders’

equity. Cal-Comp Precision (Singapore) Limited was delisted from the official list of Singapore

Exchange on 27 August 2010.

The operating loss of the above subsidiary from the acquisition date to 31 December 2010

amounting to Baht 91 million was included in the consolidated financial statements. If the operating

results of the above subsidiary had been included in the consolidated financial statements as

though it had been the Company’s subsidiary since 1 January 2010, total revenues and profit in

the consolidated profit or loss for the year ended 31 December 2010 would have increased by

Baht 509 million and decreased by Baht 39 million, respectively.


* The net asset value of Cal-Comp Precision (Singapore) Limited included its 3 subsidiaries

which 100% of shareholding by Cal-Comp Precision (Singapore) Limited. The details of

subsidiaries are as follows:

NATURE Of COUNTRY Of COMPANY’S NAME BUSINESS INCORPORATION

Avaplas Precision Plastics (Shanghai) Co., Ltd Precision engineering plastic The People’s Republic injection moulding of ChinaCal-Comp Precision (Singapore) Limited Precision engineering plastic Malaysia injection mouldingCal-Comp Precision (Thailand) Limited Precision engineering plastic Thailand injection moulding

During the fourth quarter of 2010, Cal-Comp Precision (Singapore) Limited, its subsidiary, invested

a 100% equity interest in Cal-Comp Precision (Dongguan) Limited and Cal-Comp Precision

(Wujiang) Limited, a newly companies in The People’s Republic of China.

In 2010, the Company invested a 100% equity interest in Cal Comp (Malaysia) SDN. BHD., a newly

company in Malaysia.

In 2010, the Company established a subsidiary, Cal-Comp Electronics USA Co., Ltd., in the USA.

The Company held 100% interest in this company, through an investment of USD 20 million

or Baht 604 million. In December 2010, this subsidiary purchased 100% of ordinary shares of

Spectragraphics Corporation Co., Ltd. and its subsidiaries. The consolidated financial statements

as at 31 December 2010 included the statement of financial position of that company as at 31

December 2010, and profit or loss for the period as from the investment date to 31 December

2010. As such the subsidiary has recorded the net assets acquired at their fair value as of the

acquisition date. The remaining excess of the purchase price over the net assets acquired has

been recorded as goodwill.

Details of the fair values of identifiable assets, liabilities and contingent liabilities of Spectragraphics

Corporation Co., Ltd. and its subsidiaries, by acquisition of Cal-Comp Electronics (USA) Co., Ltd.,

and their net book values, are as follow:


fair value Net book value

Assets Cash and cash equivalents 2,411 2,411Trade accounts receivable 259,848 259,848Inventories 206,706 202,507Property, plant and equipment, net 172,028 83,637Intangible assets - Customer list 103,968 -Other assets 9,266 9,270 Total assets 754,227 557,673



fair value Net book value

LiabilitiesAccounts payable 193,195 193,195Other liabilities 250,306 250,306 Total liabilities 443,501 443,501Net asset value 310,726 114,172Equity of the company (%) 100 Net assets value attributable to the company’s investment 310,726 Positive goodwill 64,881 Purchase price 375,607 Less: Cash and cash equivalent of subsidiary (2,411) Net cash paid for purchase of subsidiary 373,196


amounting to Baht 8 million was included in the consolidated financial statements. If the operating

results of the group of Cal-Comp Electronics (USA) Co., Ltd. had been included in the consolidated

financial statements as though it had been the Company’s subsidiary since 1 January 2010, total

revenues and profit in the consolidated profit or loss for the year ended 31 December 2010 would

have increased by Baht 1,861 million and Baht 21 million, respectively.

The Company and its subsidiary allocated the goodwill from the acquisition of the two above

mentioned companies to both companies, which are the lowest cash-generating units.

c) On 6 May 2011, the Company purchased 100% of the ordinary shares of Cal-Comp Industria e

Comercio de Electronica e Informatica Ltda., a company in Brazil. The excess of the net value

of assets over the purchase price acquired has been recorded in a suspense account under the

caption of excess of net asset value over the cost of investment in a subsidiary, while awaiting

the valuation of the net assets acquired at their fair value as of acquisition date. The Company

recorded the net assets acquired at their net book value as of 1 May 2011 because it was closed

to the acquisition date.

The net asset value of Cal-Comp Industria e Comercio de Electronica e Informatica Ltda. as at

1 May 2011 consisted, of the following:


Assets Cash and cash equivalents 1,311Other current assets 7,806Property, plant and equipment, net 112,118Intangible assets - computer software 15,252Other non-current assets 41,158 Total assets 177,645



Liabilities Short-term loans 29,136Other liabilities 9,136 Total liabilities 38,272Net asset value 139,373Equity of the Company (%) 100Net assets value attributable to the Company’s investment 139,373Negative goodwill (18,008)Purchase price 121,365Less: Cash and cash equivalent of subsidiary (1,311)Net cash paid for purchase of subsidiary 120,054


amounting to Baht 254 million was included in the consolidated financial statements.

d) Subsidiaries are fully consolidated, being the date on which the Company obtains control, and

continue to be consolidated until the date when such control ceases.

e) The financial statements of the subsidiaries are prepared using the same significant accounting

policies as the Company.

f) The assets and liabilities in the financial statements of overseas subsidiaries are translated to Baht

using the exchange rate prevailing on the end of reporting period, and revenues and expenses

translated using monthly average exchange rates. The resulting differences are shown under the

caption of “Exchange differences on translation of financial statements in foreign currency” in

the statements of changes in shareholders’ equity.

g) Material balances and transactions between the Company and its subsidiaries have been eliminated

from the consolidated financial statements.

h) Non-controlling interests represent the portion of profit or loss and net assets of the subsidiaries

that are not held by the Company and are presented separately in the consolidated profit or loss

and within equity in the consolidated statement of financial position.

2.3 The separate financial statements, which present investments in subsidiaries and associates under the

cost method, have been prepared solely for the benefit of the public.

3. Adoption of new accounting standards during the year

During the current year, the Company adopted a number of revised and new accounting standards, issued by

the federation of Accounting Professions, as listed below.

Accounting standards:

TAS 1 (revised 2009) Presentation of financial Statements

TAS 2 (revised 2009) Inventories

TAS 7 (revised 2009) Statement of Cash flows

TAS 8 (revised 2009) Accounting Policies, Changes in Accounting Estimates and Errors

TAS 10 (revised 2009) Events after the Reporting Period


TAS 11 (revised 2009) Construction Contracts

TAS 16 (revised 2009) Property, Plant and Equipment

TAS 17 (revised 2009) Leases

TAS 18 (revised 2009) Revenue

TAS 19 Employee Benefits

TAS 23 (revised 2009) Borrowing Costs

TAS 24 (revised 2009) Related Party Disclosures

TAS 26 Accounting and Reporting by Retirement Benefit Plans

TAS 27 (revised 2009) Consolidated and Separate financial Statements

TAS 28 (revised 2009) Investments in Associates

TAS 29 financial Reporting in Hyperinflationary Economies

TAS 31 (revised 2009) Interests in Joint Ventures

TAS 33 (revised 2009) Earnings per Share

TAS 34 (revised 2009) Interim financial Reporting

TAS 36 (revised 2009) Impairment of Assets

TAS 37 (revised 2009) Provisions, Contingent Liabilities and Contingent Assets

TAS 38 (revised 2009) Intangible Assets

TAS 40 (revised 2009) Investment Property

financial reporting standards:

TfRS 2 Share-Based Payment

TfRS 3 (revised 2009) Business Combinations

TfRS 5 (revised 2009) Non-current Assets Held for Sale and Discontinued Operations

TfRS 6 Exploration for and Evaluation of Mineral Resources

financial Reporting Standard Interpretations:

TfRIC 15 Agreements for the Construction of Real Estate

Accounting Standard Interpretations:

SIC 31 Revenue-Barter Transactions Involving Advertising Services

These accounting standards do not have any significant impact on the financial statements, except for the

following accounting standards.

TAS 19 Employee Benefits

This accounting standard requires employee benefits to be recognised as expense in the period in which the

service is performed by the employee. In particular, an entity has to evaluate and make a provision for post-

employment benefits using actuarial techniques. The Company and its subsidiaries previously accounted for

such employee benefits when they were incurred.

The Company and its subsidiaries have changed this accounting policy in the current year and recognise the

liability in the transition period through an adjustment to the beginning balance of retained earnings in the

current year. The change has the effect of decreasing the profit of the Company and its subsidiaries for the

year 2011 by Baht 39.8 million (0.010 Baht per share) (Separate financial statements: decreasing profit by

Baht 8.5 million (0.002 Baht per share). The cumulative effect of the changes in the accounting policy has

been presented in Note 5.


4. New accounting standards issued during the years not yet effective

The federation of Accounting Professions issued the following new/revised accounting standards that are

effective for fiscal years beginning on or after 1 January 2013.

Accounting standards:

TAS 12 Income Taxes

TAS 20 (revised 2009) Accounting for Government Grants and Disclosure of Government

Assistance

TAS 21 (revised 2009) The Effects of Changes in foreign Exchange Rates

Accounting Standard Interpretations:

SIC 10 Government Assistance - No Specific Relation to Operating Activities

SIC 21 Income Taxes - Recovery of Revalued Non-Depreciable Assets

SIC 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders

The Company’s management believes that these accounting standards will not have any significant impact

on the financial statements for the year when they are initially applied, except for the following accounting

standards.

TAS 12 Income Taxes

This accounting standard requires an entity to identify temporary differences, which are differences between

the carrying amount of an asset or liability in the accounting records and its tax base, and to recognise deferred

tax assets and liabilities under the stipulated guidelines.

At present, the management is evaluating the impact on the financial statements in the year when this standard

is adopted.

TAS 21 (revised 2009) The Effects of Changes in foreign Exchange Rates

This accounting standard requires an entity to identify its functional currency in accordance with certain

conditions in the standard and to record transactions and report its financial position and operating results

in this functional currency, which may not be Baht.

At present, the management is still evaluating the impact on the financial statements in the year when this

standard is adopted.

5. Cumulative effect of changes in accounting policies due to the adoption of new accounting standards

During the current year, the Company made the changes to its significant accounting policies described in

Note 3, as a result of the adoption of revised and new accounting standards. The cumulative effect of the

changes in the accounting policies has been separately presented in the statements of changes in shareholders’

equity.

The amounts of adjustments affecting the statement of financial position as at 31 December 2010 are summarised

below.



31 DECEMBER 2010

Consolidated Separate financial statements financial statements

Statements of financial position Increase in provision for long-term employee benefits 36,736 36,736Decreased in unappropriated retained earnings 36,736 36,736

6. Significant accounting policies

6.1 Revenue and expense recognition

Sales of goods

Sales of goods are recognised when the significant risks and rewards of ownership of the goods have

passed to the buyer. Sales are the invoiced value, excluding value added tax, of goods supplied after

deducting discounts and allowances.

Interest income

Interest income is recognised as interest accrues based on the effective rate method.

Expenses

Expenses are recognised on an accrual basis.

6.2 Cash and cash equivalents

Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with

an original maturity of three months or less and not subject to withdrawal restrictions.

6.3 Trade accounts receivable, other receivables and allowance for doubtful accounts

Trade accounts receivable and other receivables are stated at the net realisable value. Allowance for

doubtful accounts is provided for the estimated losses that may be incurred in collection of receivables.

The allowance is generally based on collection experiences and analysis of debt aging.

6.4 Inventories

finished goods and work in process are valued at the lower of cost (average method) and net realisable

value. The cost includes all production costs and attributable factory overheads.

Raw materials, spare parts and factory supplies are valued at the lower of average cost and net realised

value and are charged to production costs whenever consumed.

6.5 Investments

a) Investments in available-for-sale securities are stated at fair value. Changes in the fair value of

these securities are recorded as separate item in shareholders’ equity, and will be recorded in

profit or loss when the securities are sold.

b) Investments in non-marketable equity securities, which the Company classifies as other investments,

are stated at cost net of allowance for loss on diminution in value (if any).

c) Investments in associates are accounted for in the consolidated financial statements using the

equity method.


d) Investments in subsidiaries and associates are accounted for in the separate financial statements

using the cost method.

The fair value of marketable securities is based on the latest bid price of the last working day of the

year.

The weighted average method is used for computation of the cost of investments.

6.6 Property, plant and equipment and depreciation

Land is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and

allowance for loss on impairment of assets (if any). Depreciation of plant and equipment is calculated

by reference to their costs on a straight-line basis over the following estimated useful lives:

Buildings and building improvements - 11 - 50 years

Machinery and equipment - 5 - 10 years

Molds and spare parts - 1 - 2 years

Office furniture and equipment - 5 - 11 years

Motor vehicles - 5 - 10 years

Miscellaneous equipment and research and development equipment - 1 - 7 years

Depreciation is included in determining income.

No depreciation is provided on land, land improvement, construction in progress and equipment under

installation.

An item of property, plant and equipment is derecognised upon disposal or when no future economic

benefits are expected from its use or disposal. Any gain or loss arising on disposal of an asset is included

in profit or loss when the asset is derecognised.

6.7 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that

necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as

part of the cost of the respective assets. All other borrowing costs are expensed in the period they are

incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with

the borrowing of funds.

6.8 Intangible assets

Intangible assets acquired through business combination are initially recognised at their fair value

on the date of business acquisition while intangible assets acquired in other cases are recognised at

cost. following the initial recognition, the intangible assets are carried at cost less any accumulated

amortisation and any accumulated impairment losses (if any).

Intangible assets with finite lives are amortised on a systematic basis over the economic useful life and

tested for impairment whenever there is an indication that the intangible asset may be impaired. The

amortisation period and the amortisation method of such intangible asset are reviewed at least at each

financial year end. The amortisation expense is charged to profit or loss.


A summary of the intangible assets with finite useful lives is as follows.

Useful lives

Land occupancy rights - contract period of 50 yearsPatents - 5 yearsCustomer list - 7 - 10 years

6.9 goodwill

Goodwill is initially recorded at cost, which equals to the excess of cost of business combination over

the fair value of the net assets acquired. If the fair value of the net assets acquired exceeds the cost of

business combination, the excess is immediately recognised as gain in profit or loss.

Goodwill is carried at cost less any accumulated impairment losses. Goodwill is tested for impairment

annually and when circumstances indicate that the carrying value may be impaired.

for the purpose of impairment testing, goodwill acquired in a business combination is allocated to each

of the Company’s cash generating units (or group of cash-generating units) that are expected to benefit

from the synergies of the combination. The Company and its subsidiaries estimate the recoverable amount

of each cash-generating unit (or group of cash-generating units) to which the goodwill relates. Where

the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment

loss is recognised in profit or loss. Impairment losses relating to goodwill cannot be reversed in future

periods.

6.10 Related party transactions

Related parties comprise enterprises and individuals that control, or are controlled by the Company,

whether directly or indirectly, or which are under common control with the Company.

They also include associates and individuals which directly or indirectly own a voting interest in the

Company that gives them significant influence over the Company, key management personnel, directors,

and officers with authority in the planning and direction of the Company’s operations.

6.11 Long-term leases

Operating lease payments are recognised as an expense in profit or loss on a straight line basis over

the lease term.

6.12 foreign currencies

Transactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of

the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into

Baht at the exchange rate ruling at the end of reporting period.

Gains and losses on exchange are included in determining income.


6.13 Impairment of assets

At the end of each reporting period, the Company and its subsidiaries perform impairment reviews in

respect of the property, plant and equipment and other intangible assets whenever events or changes

in circumstances indicate that an asset may be impaired. The Company and its subsidiaries also carry

out annual impairment reviews in respect of goodwill. An impairment loss is recognised when the

recoverable amount of an asset, which is the higher of the asset’s fair value less costs to sell and its

value in use, is less than the carrying amount. In determining value in use, the estimated future cash

flows are discounted to their present value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific to the asset. In determining fair value less

costs to sell, an appropriate valuation model is used. These calculations are corroborated by a valuation

model that, based on information available, reflects the amount that the Company and its subsidiaries

could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable,

willing parties, after deducting the costs of disposal.

An impairment loss is recognised in profit or loss.

6.14 Employee benefits

Short-term employee benefits

Salaries, wages, bonus and contributions to the social security fund are recognised as expenses when

incurred.

Post-employment benefits

Defined contribution plans

The Company and its employees have jointly established a provident fund. The fund is monthly contributed

by employees and by the Company. The fund’s assets are held in a separate trust fund and the Company’s

contributions are recognised as expenses when incurred.

Defined benefit plans

The Company has obligations in respect of the severance payments it must make to employees upon

retirement under labor law. The Company treats these severance payment obligations as a defined

benefit plan.

The obligation under the defined benefit plan is determined based on actuarial techniques, using the

projected unit credit method.

The defined benefits liability comprises the present value of the defined benefit obligation, less

unrecognised actuarial gains or losses and the fair value of plan assets out of which the obligations are

to be settled. Plan assets are assets that are held by a long-term employee benefit fund or qualifying

insurance policies. Plan assets are not available to the creditors of the Group, nor can they be paid

directly to the Group.

for the first-time adoption of TAS 19 Employee Benefits, the Company elected to recognise the

transitional liability, which exceeds the liability that would have been recognised at the same date under

the previous accounting policy, through an adjustment to the beginning balance of retained earnings

in the current year.


6.15 Provisions

Provisions are recognised when the Company and its subsidiaries have a present obligation as a result of

a past event, it is probable that an outflow of resources embodying economic benefits will be required

to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

6.16 Income tax

Income tax is provided in the accounts at the amount expected to be paid to the taxation authorities,

based on taxable profits determined in accordance with tax legislation.

6.17 Derivatives

forward exchange contracts

Receivables and payables arising from forward exchange contracts are translated into Baht at the rates

of exchange ruling at the end of reporting period. Unrecognised gains and losses from the translation are

included in determining income. Premiums or discounts on forward exchange contracts are amortised

on a straight-line basis over the contract periods.

Interest rate swap contracts

The net amount of interest to be received from or paid to the counterparty under an interest rate swap

contract is recognised as income or expenses on an accrual basis.

Currency option agreement

The notional amounts of the currency option agreements utilised by the Company and its subsidiaries

are not recognised as assets or liabilities upon inception of the agreement, but fees to be received or

paid by the Company and its subsidiaries in respect of such agreements are amortised on a straight-line

basis over the term of the agreement.

7. Significant accounting judgments and estimates

The preparation of financial statements in conformity with generally accepted accounting principles at times

requires management to make subjective judgments and estimates regarding matters that are inherently

uncertain. These judgments and estimates affect reported amounts and disclosures and actual results could

differ from these estimates. Significant judgments and estimates are as follows:

Leases

In determining whether a lease is to be classified as an operating lease or finance lease, management is required

to use judgment regarding whether significant risk and rewards of ownership of the leased asset has been

transferred, taking into consideration terms and conditions of the arrangement.

Allowance for doubtful accounts

In determining an allowance for doubtful accounts, the management needs to make judgment and estimates

based upon, among other things, past collection history, aging profile of outstanding debts and the prevailing

economic condition.


Allowance for diminution in value of inventory

The determination of allowance for diminution in the value of inventory requires management to exercise

judgment in estimating losses on outstanding inventory, based on the selling price expected in the ordinary

course of business; minus selling expenses and provision for obsolete, slow-moving and deteriorated

inventories, and taking into account the approximate useful life of each type of inventory and current changes

in technology.

Impairment of equity investments

The Company and its subsidiaries treat available-for-sale investments and other investments as impaired when

there has been a significant or prolonged decline in the fair value below their cost or where other objective

evidence of impairment exists. The determination of what is “significant” or “prolonged” requires judgment

of the management.

Property, plant and equipment/Depreciation

In determining depreciation of plant and equipment, the management is required to make estimates of the

useful lives and residual values of the plant and equipment and to review estimate useful lives and residual

values when there are any changes.

goodwill and intangible assets

The initial recognition and measurement of goodwill and other intangibles, and subsequent impairment testing,

requires management to make estimates of cash flows to be generated by the asset or the cash generating

units and to choose a suitable discount rate in order to calculate the present value of those cash flows.

Post-employment benefits under defined benefit plan

The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination

is made based on various assumptions, including discount rate, future salary increase rate, mortality rate and

staff turnover rate.

8. Cash and cash equivalents/statements of cash flows

for the purpose of the statements of cash flows, cash and cash equivalents include cash in hand and at financial

institutions with an original maturity of 3 months or less and without restriction.

Cash and cash equivalents as reflected in the statements of cash flows consist of the followings: - (Unit: Thousand Baht)


2011 2010 2011 2010

Cash 113,078 45,425 313 306Deposits at financial institutions 1,849,609 5,306,172 309,165 1,350,098Cash and cash equivalents 1,962,687 5,351,597 309,478 1,350,404Current investments - Term deposits with financial institutions 531,803 450,290 111,393 1Cash and cash equivalents in statements of cash flows 2,494,490 5,801,887 420,871 1,350,405


As at 31 December 2011, bank deposits in saving accounts and fixed deposits carried interests between 0.1

and 2.3 percent per annum (2010: between 0.1 and 1.8 percent per annum).

9. Related party transactions

During the years, the Company and its subsidiaries had significant business transactions with related parties.

Such transactions are arose in the ordinary course of business and were concluded on commercial terms and

bases agreed upon between the Company and those related parties.

The relationship between the Company and the related parties are summarised below.

Name of related parties Relationship with the Company

Kinpo Electronics, Inc. Major shareholdersLogistar International Holding Co., Ltd. Subsidiary Cal-Comp Electronics (Suzhou) Co., Ltd. Subsidiary Cal-Comp Optical Electronics (Suzhou) Co., Ltd. Subsidiary Cal-Comp Electronics & Communications Co., Ltd Subsidiary Cal-Comp Technology (Suzhou) Co., Ltd. Subsidiary Cal-Comp Electronics and Communications Subsidiary (Suzhou) Co., Ltd. Cal Comp (Malaysia) SDN. BHD. SubsidiaryCal-Comp Precision (Singapore) Limited Subsidiary Cal-Comp Electronics (USA) Co., Ltd. SubsidiaryCal-Comp Industria e Comercio de Electronica e Subsidiary Informatica Ltda. Cal-Comp Electronics de Mexico Co. SA de CV SubsidiaryCal-Comp Precision (Shanghai) Co., Ltd Subsidiary (held by a subsidiary)Cal-Comp Precision (Malaysia) Sdn Bhd Subsidiary (held by a subsidiary)Cal-Comp Precision (Thailand) Limited Subsidiary (held by a subsidiary)Cal-Comp Precision (Dongguan) Limited Subsidiary (held by a subsidiary)Cal-Comp Precision (Wujiang) Limited Subsidiary (held by a subsidiary)A-Ten Technology Co., Ltd. Associate (held by a subsidiary)Wise Sigma International Holding Co., Ltd. Associate (held by a subsidiary)Spectragraphics Corporation Co., Ltd. Subsidiary (held by a subsidiary)Total Electronics, LLC Subsidiary (held by a subsidiary)SMS Technologies, Inc. Subsidiary (held by a subsidiary)Telian Corporation Associate/common directorsDaviscomms (S) Pte Ltd Associate (held by a subsidiary)Optosem Technologies (S) Pte Ltd Associate (held by a subsidiary)inx Japan International Inc. Shareholding by the CompanyZakang Inc. Shareholding by the CompanyKinpo Group Management Service Co., Ltd. Shareholding by the subsidiary Kinpo Electronics, Inc. (China) Co., Ltd. Subsidiary of the major shareholderKinpo Electronics (Beijing) Co., Ltd. Subsidiary of the major shareholderKinpo Electronics (Shanghai) Co., Ltd. Subsidiary of the major shareholder


Name of related parties Relationship with the Company

SaveCom International, Inc. Subsidiary of the major shareholderKinpo International Ltd. Common shareholdersVibo Telecom Co., Ltd. Common shareholdersLeading Team Technology Ltd. Common shareholdersAcbel Polytech Inc. Common shareholdersCrownpo Technology, Inc. Common shareholdersDongguan Kaipo Electronics Co., Ltd. Common shareholders

Such significant transactions are summarised below.(Unit: Million Baht)

Consolidated Separate financial statements financial statements Transfer Pricing Policy

2011 2010 2011 2010

Transactions with subsidiaries (Eliminated from consolidated financial statements) Sales - - 8,748 15,076 Near market price Purchases of raw materials - - 747 3,110 Near market price Purchase of fixed assets - - 197 - Cost

Transactions with related parties Sales - Kinpo Electronics, Inc. 1,086 5,314 192 19 Near market price - Kinpo International Co., Ltd. 5,566 4,209 119 118 Near market price - Others 1 23 - - Near market price Sales of fixed assets 35 11 116 - At book value plus margin Purchases of raw materials 19,978 9,084 316 403 Near market price Purchase of fixed assets 7 7 7 2 Cost Other expenses 82 87 - - Contract price Interest income 1 1 - - 2% per annum

The balances of the accounts as at 31 December 2011 and 2010 between the Company and those related

companies are as follows: (Unit: Thousand Baht)


2011 2010 2011 2010

Trade and other receivables - related parties (Note 10) Subsidiaries - - 4,043,301 2,477,641 Related companies 615,179 870,243 61,848 35,050Total trade and other receivables - related parties 615,179 870,243 4,105,149 2,512,691




2011 2010 2011 2010

Trade and other payables - related parties (Note 21) Subsidiaries - - 328,614 237,286 Related companies 1,612,969 1,967,823 76,171 131,383Total trade and other payables - related parties 1,612,969 1,967,823 404,785 368,669

Short-term loans to related parties

As at 31 December 2011 and 2010, the balance of short-term loans between the Company and those related

parties are as follows: (Unit: Thousand Baht)

CONSOLIDATED fINANCIAL STATEMENTS

Balance as at Balance as at Short-term loans 31 December Interest 31 December to related parties Related by 2010 Decrease receivable Translation 2011

Wise Sigma International Associated Holding Co., Ltd. company 57,192 - 933 2,921 61,046A-Ten Technology Co., Ltd. Associated 65,639 - - 2,243 67,882 company 122,831 - 933 5,164 128,928Less: Allowance for doubtful accounts (122,583) - - (6,097) (128,680) 248 - 933 (933) 248

Directors and management’s benefits

During the years ended 31 December 2011 and 2010, the Company and its subsidiaries had employee benefit

expenses of their directors and management as below.(Unit: Million Baht)


2011 2010 2011 2010

Short-term employee benefits 35 35 24 24Post-employment benefits 1 - 1 -Total 36 35 25 24

Short-term loans to Wise Sigma International Holding Co., Ltd. were denominated in US dollar currency and

interest was charged at the rate of 2 percent per annum.

Net foreign currency assets and liabilities have been included in Note 36.


10. Trade and other receivables



2011 2010 2011 2010

Trade receivables - related partiesAged on the basis of due datesNot yet due 360,916 811,535 2,453,423 1,833,782Past due Less than 1 month 68,185 13,726 152,039 21,669 1 - 2 months 136,574 26,458 667,691 166,142 2 - 3 months 1,304 756 19,276 430,684 3 - 6 months 1,321 11,041 3,536 13,443 6 - 12 months 775 124 4,966 5,652 Over 12 months 21,815 - - 2,522Total 590,890 863,640 3,300,931 2,473,894Less: Allowance for doubtful accounts (951) (2,482) (951) (2,482)Total trade receivables - related parties, net 589,939 861,158 3,299,980 2,471,412

Trade receivables - unrelated partiesAged on the basis of due datesNot yet due 22,143,075 25,404,771 7,605,413 11,982,154Past due Less than 1 month 2,398,756 1,397,167 706,597 829,271 1 - 2 months 435,248 275,800 12,764 29,264 2 - 3 months 348,658 177,937 4,994 31,417 3 - 6 months 115,858 104,217 3,982 43,261 6 - 12 months 34,865 310,855 14,895 1,241 Over 12 months 679,563 623,036 33,411 39,063Total 26,156,023 28,293,783 8,382,056 12,955,671Less: Allowance for doubtful accounts (441,998) (348,993) (36,915) (42,335)Total trade receivables - unrelated parties, net 25,714,025 27,944,790 8,345,141 12,913,336Total trade receivables 26,303,964 28,805,948 11,645,121 15,384,748

Other receivablesAmount due from related parties 25,240 9,085 805,169 41,279Other receivables - unrelated parties 338,040 166,518 276,922 140,987Total other receivables 363,280 175,603 1,082,091 182,266Trade and other receivables - net 26,667,244 28,981,551 12,727,212 15,567,014

The balances of above other receivables - unrelated parties as at 31 December 2011 and 2010 (net of allowance

for doubtful debt of Baht 4 million and Baht 2 million, respectively) represent suspense accounts receivable set

up for the expense can be passed on to customers or vendors and for raw materials which were purchased from

suppliers and the inventories to which engineering or component changes have been made. The Company and its

subsidiaries set up these suspense accounts while awaiting the return of the raw materials from the creditors.


11. Inventories



Cost Reduce cost to net realisable value Inventories - net

2011 2010 2011 2010 2011 2010

finished goods 2,380,101 2,230,269 (39,349) (49,571) 2,340,752 2,180,698Work in process 2,105,641 34,024 - - 2,105,641 34,024Raw materials 9,135,352 7,656,401 (89,016) (66,388) 9,046,336 7,590,013Goods in transit 596,033 196,353 - - 596,033 196,353Total 14,217,127 10,117,047 (128,365) (115,959) 14,088,762 10,001,088


SEPARATE fINANCIAL STATEMENTS

Cost Reduce cost to net realisable value Inventories-net

2011 2010 2011 2010 2011 2010

finished goods 707,236 954,847 (35,930) (45,303) 671,306 909,544Work in process 711 - - - 711 -Raw materials 6,144,084 4,234,210 (57,991) (49,380) 6,086,093 4,184,830Goods in transit 395,634 140,613 - - 395,634 140,613Total 7,247,665 5,329,670 (93,921) (94,683) 7,153,744 5,234,987

12. Advances payment for raw materials

Included in the balances as at 31 December 2011 and 2010 mainly consist of: -

a) Short-term loans of Baht 95 million (2010: Baht 95 million) provided to local suppliers for use as working

capital in agreed production of raw materials, on which interest is charged at the rate of 6.25 percent

per annum (2010: 6.25 percent per annum).

b) Advance payment of Baht 208 million (2010: Baht 190 million) (net of allowance for doubtful debt of

Baht 45 million) (2010: Baht 45 million) for the purchase of raw materials and others.

c) Advance payment of Baht 128 million to suppliers (2010: Baht 76 million) for the purchase of molds

and raw materials. The remaining balances is to be paid upon the completion of molds (please refer to

Note 35.4).


13. Other current assets

The balances as at 31 December 2011 and 2010 consist of: -(Unit: Thousand Baht)


2011 2010 2011 2010

Receivable - molds 125,651 213,558 54,223 29,148Premiums on hedging of interest rate swap contracts 98,699 - - -Premiums on option contracts - 181,994 - -Value added tax 224,410 66,697 9,610 1,640Prepayment for machinery and equipment 113,804 - - -Others 483,625 373,003 34,958 12,130Total 1,046,189 835,252 98,791 42,918

14. Investments in subsidiaries

Details of investments in subsidiaries as presented in separate financial statements are as follows: -(Unit: Thousand Baht)

Shareholding Company’s name Paid up capital percentage Cost method

2011 2010 2011 2010 2011 2010

% % Logistar International Holding USD 30.05 USD 30.05 100 100 1,077,604 1,077,604 Co., Ltd. million million

Cal-Comp Electronics USD 27.2 USD 27.2 100 100 921,761 921,761 (Suzhou) Co., Ltd. million million

Cal-Comp Optical Electronics USD 41.3 USD 41.3 100 100 1,023,834 1,023,834 (Suzhou) Co., Ltd. million million

Cal-Comp Electronics & TWD 70 TWD 70 100 100 92,510 92,510 Communications Co., Ltd. million million

Cal-Comp Technology USD 10 USD 10 100 100 338,541 338,541 (Suzhou) Co., Ltd. million million

Cal-Comp Electronics USD 35 USD 26 100 100 1,125,493 851,504 and Communications million million (Suzhou) Co., Ltd.

Cal-Comp Precision SGD 21 SGD 21 100 100 585,393 585,393 (Singapore) Limited million million



Shareholding Company’s name Paid up capital percentage Cost method

2011 2010 2011 2010 2011 2010

Cal Comp (Malaysia) SDN. MYR 28 MYR 28 100 100 282,294 282,294 BHD. million million

Cal-Comp Electronics (USA) USD 20 USD 20 100 100 604,386 604,386 Co., Ltd. million million

Cal-Comp Industria e Comercio USD 9 - 100 - 271,489 - de Electronica e million Informatica Ltda.

Cal-Comp Electronics de USD 5 - 100 - 150,124 - Mexico Co., S.A. de C.V. million

Total 6,473,429 5,777,827Less: Allowance for impairment (300,000) (300,000)Net 6,173,429 5,477,827

On 22 December 2006, a meeting of the Board of Directors of the Company approved the establishment of

a representative office in Mumbai, India by Logistar International Holding Co., Ltd., a subsidiary. The purpose

of the office is to provide support for sales and marketing for telecom products in the Indian market. Total

investment is not to exceed USD 500,000 and is in the process of operation.

On 1 March 2010, a meeting of the Board of Directors of the Company granted approval to acquire 53.08%

of the common stock of Cal-Comp Precision (Singapore) Limited, a company established in Singapore and

listed on Singapore Exchange Limited, for a total of SGD 16 million, in order to improve the capability of

vertical integration and strengthen cost competitiveness. The Company made a tender offer to acquire the

rest of common stock of Cal-Comp Precision (Singapore) Limited from other shareholders through Singapore

Exchange Limited. During April 2010, the Company gradually purchased additional 5.88% shares from other

shareholders, resulting in the Company holding 58.96% of Cal-Comp Precision (Singapore) Limited’s total

shares. Later in June 2010, the Company and Cal-Comp Precision (Singapore) Limited jointly prepared a

formal delisting proposal of Cal-Comp Precision (Singapore) Limited in order to seek a voluntary delisting of

Cal-Comp Precision (Singapore) Limited from the Singapore Exchange (SGX). As at the announcement date,

the Company already received an irrevocable undertaking from the undertaking shareholder, who holds a

total of 89,036,792 shares, representing 35.5% of Cal-Comp Precision (Singapore) Limited’s issued shares. In

second quarter of the year 2010, the Company holds 147,868,086 shares in Cal-Comp Precision (Singapore)

Limited, representing 58.96% of the total shares. The total shares owned, controlled or agreed to be acquired

by the Company, when combined with 89,036,792 shares of the undertaking shareholder, total 236,904,878

shares, representing 94.5% of the total shares. As such, Cal-Comp Precision (Singapore) Limited applied to

be delisted from the SGX after it completed making the exit offer, regardless of the exit offer’s acceptance

level. The exit offer price for the remaining shares of Cal-Comp Precision (Singapore) Limited, other than

those already owned, controlled or agreed to be acquired by the Company, is SGD 0.10. After the exit offer

has been completed, the Company holds 98.77% of the total shares and will increase its shareholding to 100%


after delisting from the SGX. During July and August 2010, the Company gradually purchased additional upto

100% on 26 August 2010 and was delisted from the official list of SGX on 27 August 2010.

On 10 May 2010, a meeting of the Board of Directors of the Company approved the investments as follow.

- Approved the investment and establishment Cal Comp (Malaysia) SDN. BHD., a company in Malaysia.

This company is principally engaged in the Electronics Manufacturing Services (EMS), to expand the

business base and support customer’s need. The total investment is USD 10 million or 100 interest in

this company. The Company paid of USD 8.8 million or Baht 282 million during 2010.

- Approved the share acquisition in 2 companies in USA and Mexico to expand US market and

strengthening competitiveness. The Company will invest 100% interest and 98% interest, respectively

in these companies, which total investment of USD 3 million. Later on 10 August 2010, the Meeting of

the Company’s Board of Directors approved the cancellation of the purchase of both companies.

- Approved the investment and establishment a subsidiary, 100% interest, in Poland in order to expand

Europe market and meet customer demand. The investment amount is USD 1 million.

On 21 June 2010, a meeting of the Board of Directors of the Company approved an investment in a company

engaging in Electronics Manufacturing Services (EMS) in the US to expand the business base in North America

and support customer’s need. The Company will invest in 100% interest with an investment capital of USD 20

million.

In September 2010, the Company established a subsidiary, Cal-Comp Electronics (USA) Co., Ltd., in the USA

to expand its business and manufacturing process as well as to support sale and marketing. The Company

holds 100% interest in this company, through an investment of USD 20 million or Baht 604 million. In addition,

the Company approved this subsidiary to sign a definitive agreement and merger plan to acquire all shares of

Spectragraphics Corporation Co., Ltd., a US based EMS (Electronics Manufacturing Service) company producing

data storage and network products, from the existing non-related shareholder. The transaction is subject to

the approval of Spectragraphics’ shareholders and other customary closing conditions. The acquisition will

significantly strengthen and expand Cal-Comp’s overseas operation abroad and in the major markets of the

world. The Company paid of USD 20 million or Baht 604 million in 2010.

On 10 August 2010, the Board of Directors of the Company approved Cal-Comp Precision (Singapore) Limited,

a subsidiary, to invest and establish Cal-Comp Precision (Dongguan) Limited which is a new subsidiary, in The

People’s Republic of China. This subsidiary will be principally engaged in the manufacture of plastic components,

with a total investment of USD 1.2 million. As at 31 December 2010, the subsidiary has injected USD 0.6

million.

In November 2010, Cal-Comp Precision (Singapore) Limited its subsidiary, invested and established Cal-Comp

Precision (Wujiang) Limited which is a newly subsidiary, in The People’s Republic of China. Its registered capital

is USD 2 million and the principal activities are manufacture of plastic components. As at 31 December 2010,

the subsidiary has injected USD 1.5 million.

During the first quarter and second quarter of the current year, the Company paid additionally investment

in Cal-Comp Electronics and Communications (Suzhou) Co., Ltd., totaling USD 4 million or Baht 122 million

and USD 5 million or Baht 151 million, respectively.


On 26 January 2011, a meeting of the Board of Directors of the Company approved an investment in a company

engaging in Original Equipment Manufacturer (OEM) in Latin America to expand the business base and support

customer’s need. The Company will invest in 100% interest with an investment capital of USD 10 million.

During the second quarter of the current year, the Company paid of USD 4 million or Baht 121 million or 100

interest to invest in Cal-Comp Industria e Comercio de Electronica e Informatica Ltda., a company established

in Brazil. This company is principally engaged in the Electronica Manufacturing Services (EMS).

On 14 february 2011, a meeting of the Board of Directors of the Company approved the investments of a

subsidiary as follow.

- Approval to additionally invest in Cal-Comp Precision (Dongguan) Limited and Cal-Comp Precision

(Wujiang) Limited, its subsidiaries, totaling USD 6 million and USD 3 million. During the current year,

the subsidiary made additional investment in Cal-Comp Precision (Wujiang) Limited totaling USD 3

million and in Cal-Comp Precision (Dongguan) Limited totaling USD 2.8 million.

- Approved the investment and establishment a branch of Cal-Comp Precision (Thailand) Limited, a

subsidiary, at Mahachai in Thailand. The investment amount is USD 9 million. During the current year,

the subsidiary made additional investment of USD 6 million.

During the second quarter of the current year, a meeting of the Board of Directors of the Company approved

the investment and establishment Cal-Comp Electronics de Mexico Co., S.A. de C.V., a company in Mexico.

Such company is principally engaged in the Electronics Manufacturing Services (EMS) to expand the business

base and support customer’s need. The Company will invest in this company at 99.99% of total investment of

USD 5 million. The Company paid of USD 5 million or Baht 150 million during the current year.

On 9 August 2011, a meeting of the Board of Directors of the Company resolved to approve to increase an

investment in Cal-Comp Industria e Comercio de Electronica e Informatica Ltda., its subsidiary, totaling USD

5 million. The Company paid of USD 5 million or Baht 150 million during the third quarter of the current

year.

15. Investments in associates

15.1 Details of associates(Unit: Thousand Baht)


Nature of Country of Shareholding Carrying amount Company’s name business incorporation percentage Cost method based on equity method

2011 2010 2011 2010 2011 2010 % %

Wise Sigma International Holding company British Virgin 45.00 45.00 87,994 87,994 - -

Holding Co., Ltd.* Islands

A-Ten Technology Telecommunication Taiwan 34.00 34.00 9,864 9,864 11,344 10,793

Co., Ltd.* research and

development




Nature of Country of Shareholding Carrying amount Company’s name business incorporation percentage Cost method based on equity method

2011 2010 2011 2010 2011 2010 % %

Daviscomms (S) Pte Ltd.** Design and Singapore 20.00 20.00 88,868 88,868 89,993 87,801

manufacturing of

telecommunication

products

Optosem Technologies Manufacture of molds, Singapore 30.00 30.00 26,758 26,758 30,876 22,976

(S) Pte Ltd.** dies and fixtures

Total 213,484 213,484 132,213 121,570

* (held by Logistar International Holding Co., Ltd.)

** (held by Cal-Comp Precision (Singapore) Limited)

15.2 Summarised financial information of associates

financial information of the associated companies is summarised below.(Unit: Million Baht)

Paid-up Total Total revenues for Profit (loss) for capital as at Total assets as at liabilities as at the year ended the year ended Company’s name 31 December 31 December 31 December 31 December 31 December

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010

Wise Sigma International USD 5 USD 5 100 96 65 61 - - (1) (1.0)

Holding Co., Ltd. million million

A-Ten Technology Co., Ltd. TWD 30 TWD 30 117 131 98 96 - - (16) (0.1)

million million

Daviscomms (S) Pte Ltd. SGD 3 SGD 3 336 261 134 59 398 348 1 (0.1)

million million

Optosem Technologies SGD 0.4 SGD 0.4 109 86 54 54 158 67 23 (18.0)

(S) Pte Ltd. million million

The above financial information were prepared by the management of the associated company, which

were unaudited by its auditor.


16. Other long-term investments


Consolidated financial statements

Country of Shareholding Investments Company’s name Nature of business incorporation percentage Cost method fair value

2011 2010 2011 2010 2011 2010 % %

Investments in other

companies

Zakang Inc. CDMA Korea 0.37 0.37 171,247 171,247 - -

Less: Allowance for loss

on impairment (171,247) (171,247)

- -

Metal Component Manufacture of Singapore 16.70 16.70 48,461 48,461 21,741 48,461

Engineering Limited electronics products

Less: Unrealised loss on

changes in the value

of investments (26,720) -

21,741 48,461

Power Digital Trading of Taiwan 1.90 1.90 21,141 20,114

Communication Co., Ltd. communication

apparatus

inx Japan International. Distributor of computers Japan 11.11 11.11 3,645 3,645

Inc products

BC2L Ltd. Produces and develop Singapore 7.00 7.00 15,846 15,075

Bluetooth technology

Kinpo Group Management Consulting business Taiwan 12.50 12.50 1,047 1,026

Service Co., Ltd.

Total other long-term

investments 63,420 88,321


Separate financial statements


2011 2010 2011 2010 2011 2010 % %

Investments in other

companies

Zakang Inc. CDMA Korea 0.37 0.37 171,247 171,247 - -

Less: Allowance for loss

on impairment (171,247) (171,247)

- -



Separate financial statements


2011 2010 2011 2010 2011 2010 % %

Metal Component Manufacture of Singapore 16.70 16.70 48,461 48,461 21,741 48,461

Engineering Limited electronics products

Less: Unrealised loss on

changes in the value

of investments (26,720) -

21,741 48,461

inx Japan International. Distributor of computers Japan 11.11 11.11 3,645 3,645

Inc products

Total other long-term

investments 25,386 52,106

On 22 December 2006, a meeting of the Board of Directors of the Company approved investment to acquire

9.06 million shares or a 15% interest in Apex Circuit (Thailand) Company Limited, a company registered in

Thailand. This company is principally engaged in the manufacture of printed circuit board and is in the process

of operation.

On 10 August 2010, the Board of Directors of the Company approved the investment in Metal Component

Engineering Limited (“MCE”) for up to SGD 10 million. In September 2010, the Company already invested

SGD 2.1 million or Baht 48 million, representing 16.7% of MCE’s total shares. This investment will enable the

Company to improve its management and vertical integration as well as increase its cost competitiveness.

17. Property, plant and equipment


CONSOLIDATED fINANCIAL STATEMENTS Construction in progress, Buildings Machinery equipment under Land and land and buildings and Molds and Office furniture installation and improvements improvements equipment spare parts and equipment Motor vehicles assets in transit Total

Cost

1 January 2010 109,789 3,361,654 6,819,729 946,826 1,183,849 40,802 43,948 12,506,597

Additions 154,147 182,165 385,464 128,625 129,133 9,228 1,619,214 2,607,976

Acquisitions of subsidiary

during the year 7,512 144,818 994,462 - 153,128 22,780 1,713 1,324,413

Disposals - (111,519) (642,654) (695,812) (138,568) (5,518) (2,180) (1,596,251)

Transfers in (out) - 16,014 1,084,349 137,831 31,407 1,994 (1,345,896) (74,301)

Translation adjustment 26 (138,497) (141,232) (2,989) (47,767) (1,482) (1,014) (332,955)



CONSOLIDATED fINANCIAL STATEMENTS Construction in progress, Buildings Machinery equipment under Land and land and buildings and Molds and Office furniture installation and improvements improvements equipment spare parts and equipment Motor vehicles assets in transit Total

31 December 2010 271,474 3,454,635 8,500,118 514,481 1,311,182 67,804 315,785 14,435,479

Additions - 198,785 2,044,025 174,308 420,857 3,742 1,691,856 4,533,573

Acquisitions of subsidiary

during the year - 97,132 - - 14,454 532 - 112,118

Disposals - (25,656) (1,123,241) (18,357) (186,735) (13,323) - (1,367,312)

Transfers in (out) 23,103 138,088 838,246 150,173 38,855 8,304 (1,154,058) 42,711

Translation adjustment 2,027 197,084 324,597 6,759 77,891 3,148 5,130 616,636

31 December 2011 296,604 4,060,068 10,583,745 827,364 1,676,504 70,207 858,713 18,373,205

Accumulated depreciation

1 January 2010 - 746,015 2,342,535 729,518 630,861 19,746 - 4,468,675

Depreciation for the year - 84,695 741,119 154,340 150,932 5,286 - 1,136,372

Acquisitions of subsidiaries

during the year - 65,902 666,701 - 90,728 10,050 - 833,381

Depreciation on disposals - (111,469) (551,004) (690,356) (117,549) (2,545) - (1,472,923)

Translation adjustment - (10,834) (15,862) (1,643) (26,252) (496) - (55,087)

31 December 2010 - 774,309 3,183,489 191,859 728,720 32,041 - 4,910,418

Depreciation for the year - 99,276 935,306 167,500 184,967 8,787 - 1,395,836

Depreciation on disposals - (25,314) (587,421) (5,766) (157,074) (13,165) - (788,740)

Translation adjustment - 22,525 114,192 10,819 45,586 1,174 - 194,296

31 December 2011 - 870,796 3,645,566 364,412 802,199 28,837 - 5,711,810

Allowance for impairment loss

1 January 2010 - 23,333 - - - - - 23,333

Increase during the year - 2,600 28,254 2,635 997 - - 34,486

Decrease during the year - (935) (10,431) (2,291) (984) - - (14,641)

31 December 2010 - 24,998 17,823 344 13 - - 43,178

Increase during the year - 10,084 30,807 - 1,634 - - 42,525

Decrease during the year - - (3,824) (339) - - - (4,163)

31 December 2011 - 35,082 44,806 5 1,647 - - 81,540

Net book value

31 December 2010 271,474 2,655,328 5,298,806 322,278 582,449 35,763 315,785 9,481,883

31 December 2011 296,604 3,154,190 6,893,373 462,947 872,658 41,370 858,713 12,579,855

Depreciation for the year

2010 (Baht 1,100 million included in manufacturing cost, and the balance in selling and administrative expenses) 1,136,372

2011 (Baht 1,218 million included in manufacturing cost, and the balance in selling and administrative expenses) 1,395,836



SEPARATE fINANCIAL STATEMENTS Construction in progress, Buildings Machinery equipment under Land and land and buildings and Molds and Office furniture installation and improvements improvements equipment spare parts and equipment Motor vehicles assets in transit Total

Cost

1 January 2010 109,790 1,339,759 4,318,607 927,189 418,773 17,519 42,574 7,174,211

Additions 82,632 14,559 17,969 8,711 15,198 1,744 1,525,698 1,666,511

Disposals - (111,519) (540,795) (695,811) (78,717) (290) - (1,427,132)

Transfers in (out) - 16,014 1,073,104 137,831 30,037 1,725 (1,333,013) (74,302)

31 December 2010 192,422 1,258,813 4,868,885 377,920 385,291 20,698 235,259 7,339,288

Additions - 53,057 60,252 24,997 59,421 - 1,029,031 1,226,758

Disposals - (91) (499,312) (18,357) (1,673) (11,263) - (530,696)

Transfers in (out) 23,103 122,124 634,444 150,173 36,750 8,221 (932,037) 42,778

31 December 2011 215,525 1,433,903 5,064,269 534,733 479,789 17,656 332,253 8,078,128

Accumulated depreciation

1 January 2010 - 599,615 1,699,537 729,518 230,138 11,603 - 3,270,411

Depreciation for the year - 43,081 473,765 72,552 33,245 2,155 - 624,798

Depreciation on disposals - (111,469) (519,368) (690,355) (77,721) (289) - (1,399,202)

31 December 2010 - 531,227 1,653,934 111,715 185,662 13,469 - 2,496,007

Depreciation for the year - 46,476 515,400 105,873 38,364 1,523 - 707,636

Depreciation on disposals - (91) (298,307) (5,766) (327) (11,238) - (315,729)

31 December 2011 - 577,612 1,871,027 211,822 223,699 3,754 - 2,887,914

Allowance for impairment loss

1 January 2010 - 23,333 - - - - - 23,333

Increase during the year - 51 28,254 2,635 997 - - 31,937

Decrease during the year - (51) (10,431) (2,291) (984) - - (13,757)

31 December 2010 - 23,333 17,823 344 13 - - 41,513

Decrease during the year - - (3,824) (339) - - - (4,163)

31 December 2011 - 23,333 13,999 5 13 - - 37,350

Net book value

31 December 2010 192,422 704,253 3,197,128 265,861 199,616 7,229 235,259 4,801,768

31 December 2011 215,525 832,958 3,179,243 322,906 256,077 13,902 332,253 5,152,864

Depreciation for the year

2010 (Baht 618 million included in manufacturing cost, and the balance in selling and administrative expenses) 624,798

2011 (Baht 694 million included in manufacturing cost, and the balance in selling and administrative expenses) 707,636

As at 31 December 2011, certain machinery and equipment and office equipment items have been fully

depreciated but are still in use. The gross carrying amount (before deducting accumulated depreciation) of those

assets amounted to approximately Baht 629 million (2010: Baht 611 million) (Separate financial statements:

Baht 198 million 2010: Baht 150 million).


18. Intangible assets

The carring amount of intangible assets as at 31 December 2011 and 2010 are as follows: (Unit: Thousand Baht)


Patents Customer list Total

Cost:At 1 January 2010 791,350 - 791,350Increase during the year 8,499 - 8,499Increase from acquisition of a subsidiary - 103,968 103,968Translation adjustment (73,218) 355 (72,863)At 31 December 2010 726,631 104,323 830,954Translation adjustment 37,111 5,329 42,440At 31 December 2011 763,742 109,652 873,394Amortisation:At 1 January 2010 367,180 - 367,180Amortisation 152,248 - 152,248Translation adjustment (39,692) - (39,692)At 31 December 2010 479,736 - 479,736Amortisation 145,219 11,150 156,369Translation adjustment 29,527 386 29,913At 31 December 2011 654,482 11,536 666,018Net book value:At 31 December 2010 246,895 104,323 351,218At 31 December 2011 109,260 98,116 207,376

19. Other non-current assets

Land occupancy rights

The balance represents the land occupancy rights of two subsidiaries in the People’s Republic of China. These

rights are for 50 years. (Unit: Thousand Baht)


2011 2010

Cost 99,032 92,345Increase during the year - 6,687Translation adjustment 4,814 (5,105)Accumulated amortisation (13,432) (10,393)Net book value 90,414 83,534Amortisation expenses included in profit or loss for the year 1,851 1,145


20. Short-term loans from financial institutions

Short-term loans from financial institutions of the Company and its subsidiaries consist of loans from both

local banks and overseas financial institutions in both local currency and foreign currency. The loans are mainly

repayable within 3 months, and carry interest rates of 0.8 - 4.0 percent per annum. It major shareholders has

issued a letter of awareness to a bank for credit facilities.

21. Trade and other payables



2011 2010 2011 2010

Trade payable - related parties 1,441,532 1,963,124 368,976 300,324Trade payable - unrelated parties 19,537,740 22,273,343 8,634,189 11,880,727Advance from related parties 171,437 4,699 35,809 68,345Accrued interest expenses 89,031 55,772 1,619 1,433Accrued expenses 1,023,700 1,372,685 211,318 148,579Other payable 2,462,428 1,294,741 507,707 445,712Trade and other payables 24,725,868 26,964,364 9,759,618 12,845,120

The outstanding balance of above accounts payable represents accounts payable suspense for goods sales

which there are subject to changes in price, specifications and other components.

22. Other current liabilities

The balance as at 31 December 2011 and 2010 consist of: -(Unit: Thousand Baht)


2011 2010 2011 2010

Advances received from customers for purchase of molds 44,263 50,637 44,263 42,828Money received from customers pending for clear 465,267 344,105 210,197 75,091Value added tax payable 48,770 56,384 48,770 56,384Others 70,838 97,763 7,774 7,900Total 629,138 548,889 311,004 182,203


23. Long-term loans

On 31 August 2009, a meeting of the Board of Directors of the Company approved the syndicated loan for

the Company and Logistar International Holding Co., Ltd., its subsidiary. The loan facility of USD 60 million

has a period of 3 years and is extendable for 2 years. The purpose of the loan is to improve the financial

structure and increase working capital to support business operations. As at 31 December 2011, the actual

unused availability was USD 60 million.

As at 31 December 2011, the credit facilities and long-term loan of the Company and its subsidiaries which

have not yet been drawn down amounted to USD 707 million.

24. Provision for long-term employee benefits

The amount related to long-term employee benefits recognised in the profit or loss and the statements of

financial position are summarised below. (Unit: Thousa nd Baht)

2011


Current service cost 33,627 6,433Interest cost 7,378 2,040Expected return on plan assets (4,008) -Past service costs 2,793 -Long-term employee benefit expenses for the years 39,790 8,473Defined benefit obligation 350,502 45,209fair value of plan assets (214,410) - 136,092 45,209Unrecognised actuarial loss (131,439) -Unrecognised past service costs (8,411) - (3,758) 45,209Amount in the statement of financial position:Provisions for long-term employee benefits 64,581 45,209Other non-current assets - others (68,339) - (3,758) 45,209


The changes in the present value of the defined benefit obligation are as follow: (Unit: Thousa nd Baht)

2011


Defined benefit obligation at beginning of year 239,630 -Cumulative effect of change in accounting policy for employee benefits adjusted against beginning balance of retained earnings (Note 5) 36,736 36,736Current service cost 33,627 6,433Interest cost 7,378 2,040Benefits paid during the year (4,894) -Actuarial loss 37,722 -Translation adjustments 303 -Defined benefit obligation at end of year 350,502 45,209

The change in the fair value of plan assets is as follows: (Unit: Thousa nd Baht)

2011


fair value of plan assets at beginning of year 183,597 -Expected return 4,008 -Contributions 33,211 -Benefits paid during the year (4,894) -Actuarial loss (1,730) -Translation adjustments 218 -fair value of plan assets at end of year 214,410 -

The above plan asset of an oversea subsidiary is deposits at oversea financial institution.

Principal actuarial assumptions at the valuation date were as follows:

2011


(% per annum) (% per annum)

Discount rate 2.0 - 4.5 4.5future salary increase rate (depending on age of employee) 3.0 - 6.0 6.0Staff turnover rate 2.0 2.0


25. Share capital / premium on common stocks

On 7 April 2010, the Annual General Meeting of the Company’s shareholders approved the decrease of the

Company’s registered share capital from Baht 4,786,168,001 to Baht 4,085,386,292 because of the expiration

of warrants (CCET-W1) on 17 April 2009. The Company registered the decrease in registered share capital

with the Ministry of Commerce on 27 April 2010.

On 7 April 2010, the Annual General Meeting of the Company’s shareholders approved a Baht 400,000,000

increase in the Company’s registered share capital, from Baht 4,085,386,292 to Baht 4,485,386,292, to support

the issue of Taiwan Depository Receipts (TDR) in Taiwan, and the allotment of 400,000,000 new ordinary shares

with a par value of Baht 1 for sale to the public in Taiwan in the form of such Taiwan Depository Receipts

(TDR). The Company registered the increase in registered share capital with the Ministry of Commerce on 28

April 2010.

During 2010, warrants were exercised to purchase new ordinary shares as described in Note 26. As of 31

December 2010 the issued and paid-up share capital of the Company has increased by Baht 136,447,400 as a

result of the exercise of the warrants, from Baht 3,941,108,792 to Baht 4,077,556,192.

On 5 April 2011, the Annual General Meeting of the Company’s shareholders passed the following

resolutions:

1) Decrease in the Company’s registered share capital

Approved the decrease of the Company’s registered share capital from Baht 4,485,386,292 to Baht

4,077,556,192 because of the expiration of warrants (CCET-W2) on 28 September 2010. The Company

registered the decrease in registered share capital with the Ministry of Commerce on 19 April 2011.

2) The issuance of the warrant to purchase ordinary share

Approved the issuance of the warrant to purchase ordinary share for Employee Stock Option Plan

(ESOP 2011), distributed to employees of the Company and its subsidiaries for 200,000,000 units.

3) Increase in the Company’s registered share capital

Approved a Baht 200,000,000 increase in the Company’s registered share capital, from Baht 4,077,556,192

to Baht 4,277,556,192, to support the issue of ESOP 2011 program. The Company registered the increase

in registered share capital with the Ministry of Commerce on 20 April 2011.

26. warrants

warrants issued to employees (ESOP) (CCET-w2)

On 29 March 2007, the Annual General Meeting of the Company’s shareholders approved the issue and allocate

156,000,000 3-years warrants (ESOP) to the employees of the Company and/or its subsidiaries, including the

new employees with the expertise in R&D or engineering and who will provide the Company with the benefits

at most over the long-term at a price of Baht 0 per unit. One warrant can be exercised to purchase 1 ordinary

share at a price of Baht 1 per share. The warrant holders are entitled to exercise the warrant 9 times (revised)

throughout the term of the warrants. The warrants can be gradually exercised as follows:

- The first exercise, no more than 30% of the total warrants any individual received from the

Company.


- The Second to fifth exercise, no more than 60% of the total warrants any individual received from the

Company (the exercisable amount including the first exercisable amount).

- The Sixth to Ninth exercise, all remain warrants can be exercised (the exercisable amount including

the first to fifth exercisable amounts).

The Stock Exchange of Thailand (SET) has approved the warrants on the SET, trading can commence from

11 October 2007. The first exercising date is 29 September 2008 and the last exercising date is 28 September

2010 (expiry date of ESOP).

During 2010, the warrant holders have exercised their rights (CCET-W2) to purchase ordinary shares of

136,447,400 warrants. There are 7,830,100 warrants as expired during 2010 and there are no outstanding

warrant as at 31 December 2010.

27. Statutory reserve

Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside

to a statutory reserve at least 5 percent of its net profit after deducting accumulated deficit brought forward

(if any), until the reserve reaches 10 percent of the registered capital. The statutory reserve is not available

for dividend distribution.

28. Expenses by nature

Significant expenses by nature are as follow: (Unit: Thousand Baht)


2011 2010 2011 2010

Salary and wages and other employee benefits 4,301,883 3,203,467 944,418 1,008,301Depreciation 1,395,836 1,136,372 707,636 624,798Loss on impairment of property, plant and equipment (Reversal) 38,362 19,844 (4,163) 18,179Amortisation expenses 501,953 753,456 - -Exchange (gains) loss (165,984) (71,063) 192,095 (216,843)Rental expenses from operating lease agreements 189,164 121,407 768 1,128Raw materials and consumables used 111,792,355 97,533,022 48,654,935 63,551,340Changes in inventories of finished goods and work in progress (2,219,830) (1,367,977) 246,900 (348,158)


29. Exchange gains (loss)



2011 2010 2011 2010

Realised exchange gains (loss) 222,898 227,990 (118,447) 356,399Unrealised exchange loss (56,914) (156,927) (73,648) (139,556)Exchange gains (loss) - net 165,984 71,063 (192,095) 216,843

30. Promotional privileges

The Company has been granted promotional privileges under the Investment Promotion Act B.E. 2520, for the

manufacture of electronics and electronics equipment, by the Board of Investment under certain significant

conditions. Significant privileges of the Company are as follow:

DETAILS

1. Certificate No. 1992(2)/2550 2231(2)/2551 1041(1)/2553 1042(1)/2553 1701(2)/2554

2. The significant privileges are

2.1 Exemption of corporate 8 years 5 years 8 years 5 years 5 years

income tax for profit from

promotional privileges and

exemption of income tax on

dividends paid from the

income of the operations

throughout the period in

which the corporate income

tax is exempted.

2.2 Allowance for 5% of the Non-granted Non-granted Non-granted Non-granted Non-granted

increment in export income

over the preceding year for

ten years, providing that

the export income of that

particular year should not

be lower than the average

export income over the three

preceding years except for

the first two years.


DETAILS

2.3 Exemption of import duty Granted Granted Granted Granted Granted

on machinery as approved

by the board.

2.4 Exemption of import duty Granted Granted Granted Granted Granted

on raw materials and (5 years) (1 year) (5 years) (5 years) (1 year)

significant supplies used in

export production for a

period of (year) from

the first import date.

2.5 A fifty percent reduction of Non-granted Non-granted Granted Granted Non-granted

the normal rate of corporate

income tax on profit derived

from the promoted activity

for a period of five years

after the expiration of the

above corporate income tax

exemption period.

2.6 Permission to double deduct Non-granted Non-granted Granted Granted Non-granted

the costs of transportation,

electricity and water supply

for a period of ten years,

commencing as from the date

of first earning operating

income.

3. Date of first earning operating 24 Oct 2007 2 Jan 2009 1 Apr 2011 No revenue No revenue

income incurred incurred

during the year during the year

The Company’s operation revenues for the years are below shown divided according to promoted and non-

promoted operations. (Unit: Million Baht)

Non-promoted Promoted operations operations Total

2011 2010 2011 2010 2011 2010

Sales Domestic sales 15,642 16,447 1 2 15,643 16,449 Export sales 35,645 50,242 1,153 252 36,798 50,494Total sales 51,287 66,689 1,154 254 52,441 66,943


31. Earnings per share

Basic earnings per share is calculated by dividing profit for the year attributable to equity holders of the

Company (excluding other comprehensive income) by the weighted average number of ordinary shares in

issue during the year.

Diluted earnings per share is calculated by dividing profit for the year attributable to equity holders of the

Company (excluding other comprehensive income) by the weighted average number of ordinary shares in

issue during the year plus the weighted average number of ordinary shares which would need to be issued to

convert all dilutive potential ordinary shares into ordinary shares. The calculation assumes that the conversion

took place either at the beginning of the year or on the date the potential ordinary shares were issued.

The following table sets forth the computation of basic and diluted earnings per share:


weighted average Profit for the year number of ordinary shares Earnings per share

2011 2010 2011 2010 2011 2010

Million Million Million Million Baht Baht Baht Baht share share

Basic earnings per share Profit attributable to equity holders of the parent 513 1,664 4,078 3,987 0.13 0.42Effect of dilute potential ordinary shares Warrants CCET-W2 (ESOP) - - - 69Diluted earnings per share Profit of ordinary shareholders assuming the conversion of diluted potential ordinary shares 513 1,664 4,078 4,056 0.13 0.41



2011 2010 2011 2010 2011 2010


Basic earnings per share Profit attributable to equity holders of the parent 1,512 1,476 4,078 3,987 0.37 0.37Effect of dilute potential ordinary shares Warrants CCET-W2 (ESOP) - - - 69




2011 2010 2011 2010 2011 2010


Diluted earnings per share Profit of ordinary shareholders assuming the conversion of diluted potential ordinary shares 1,512 1,476 4,078 4,056 0.37 0.36

32. Segment information

The Company and its subsidiaries’ business operations involve the single industry segment of manufacturing

and distributing electronic equipment.

Below is the consolidated financial information for the years ended 31 December 2011 and 2010 of the

Company and its subsidiaries by segment: -(Unit: Million Baht)

fOR THE YEARS ENDED 31 DECEMBER

Local sales Overseas sales Total Elimination Consolidation

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010

Sales - external 15,631 16,449 109,526 99,604 125,157 116,053 - - 125,157 116,053 - related parties - - 39,871 60,503 39,871 60,503 (33,218) (50,957) 6,653 9,546 15,631 16,449 149,397 160,107 165,028 176,556 (33,218) (50,957) 131,810 125,599Segment income 455 361 134 1,498 589 1,859 589 1,859Unallocated income and expense:: Other income 273 218 Administrative expenses (20) (74) Share of income (loss) from investments in associates 7 (5) financial cost (227) (186) Corporate income tax (109) (157)Profit for the year 513 1,655


Transfer prices between business segments are as set out in Note 9.(Unit: Million Baht)

AS AT 31 DECEMBER

Local Overseas Consolidation

2011 2010 2011 2010 2011 2010

- Property, plant and equipment, 5,357 4,802 7,223 4,680 12,580 9,482- Unallocated assets 45,462 46,819Total assets 58,042 56,301

33. Provident fund

The Company and its employees have jointly established a provident fund in accordance with the Provident

fund Act B.E. 2530. The fund is monthly contributed to by employees, at the rate of 2 percent of their basic

salaries, and by the Company at the same rate. The fund, which is managed by TISCO Securities Company

Limited, will be paid to employees upon termination in accordance with the fund rules. During the year 2011,

the Company contributed Baht 0.5 million (2010: Baht 0.4 million) to the fund.

34. Dividends

Dividends Approved by Total dividends Dividend per share

Million Baht Baht

final dividends for 2009 Annual General Meeting of the shareholders on 7 April 2010 236 0.06Interim dividends for 2010 Board of Directors’ meeting on 10 August 2010 278 0.07Total for 2010 514final dividends for 2010 Annual General Meeting of the shareholders on 5 April 2011 326 0.08Interim dividends for 2011 Board of Directors’ meeting on 9 August 2011 326 0.08Total for 2011 652

35. Commitments and contingent liabilities

35.1 Capital commitments

As at 31 December 2011, the Company had outstanding commitments of Baht 4 million in respect of

purchase equipment (2010: Baht 3 million).


35.2 Operating lease commitments

As at 31 December 2011, future minimum lease payments required under these non-cancellable operating

leases contracts of a subsidiary were as follows:

MILLION SgD

Payable within: Less than 1 year 2 1 to 5 years 5

35.3 Other commitments

As at 31 December 2011, the Company had outstanding commitment of TWD 30 million and USD 7

million in respect of uncalled portion of investments in its subsidiaries (2010: TWD 30 million, USD 10

million).

35.4 Agreements for hire of production of molds

As at 31 December 2011, the Company had outstanding commitments of Baht 9 million with overseas

suppliers in respect of agreements for hire of production of molds (2010: Baht 6 million).

35.5 guarantees

As at 31 December 2011, there were outstanding bank guarantees of approximately Baht 234 million

and SGD 2 million (2010: Baht 235 million) issued by the banks on behalf of the Company and its

subsidiaries in respect of certain performance bonds as required in the normal course of business. Its

major shareholders has issued a letter of awareness to a bank for credit facilities.

36. financial instruments

36.1 financial risk management

The Company and its subsidiaries’ financial instruments, as defined under Thai Accounting Standard No.

107 “financial Instruments: Disclosure and Presentations”, principally comprise cash and cash equivalents,

trade accounts receivable, loans, investments, and short-term and long-term loans. The financial risks

associated with these financial instruments and how they are managed is described below.

Credit risk

The Company and its subsidiaries are exposed to credit risk primarily with respect to trade accounts

receivable, loans, notes and other receivable. The Company and its subsidiaries manage the risk by

adopting appropriate credit control policies and procedures and therefore do not expect to incur material

financial losses. The maximum exposure to credit risk is limited to the carrying amounts of receivables,

loans, other receivables and notes receivable as stated in the statement of financial position.

Interest rate risk

The Company and its subsidiaries’ exposure to interest rate risk relates primarily to its cash at banks

and borrowings. However, since most of the Company and its subsidiaries’ financial assets and liabilities

bear floating interest rates or fixed interest rates which are close to the market rate, the interest rate

risk is expected to be minimal.


Significant financial assets and liabilities as at 31 December 2011 classified by type of interest rates are

summarised in the table below, with those financial assets and liabilities that carry fixed interest rates

further classified based on the maturity date, or the repricing date if this occurs before the maturity

date.


fixed interest rates Non- Average within floating interest interest 1 year interest rate bearing Total rate

(Million Baht) (% per annum)

financial assets- Cash and cash equivalents - 1,850 113 1,963 0.1 - 0.8- Current investments 532 - - 532 0.1 - 2.3- Trade and other receivables - - 26,667 26,667 - 532 1,850 26,780 29,162financial liabilities- Short-term loans from financial institutions - 15,403 - 15,403 0.8 - 4.0- Trade and other payables - - 24,726 24,726 - - 15,403 24,726 40,129


fixed interest rates Non- Average within floating interest interest 1 year interest rate bearing Total rate

(Million Baht) (% per annum)

financial assets- Cash and cash equivalents - 309 - 309 0.7 - 0.8- Current investments 111 - - 111 2.3- Trade and other receivables - - 12,727 12,727 - 111 309 12,727 13,147financial liabilities- Short-term loans from financial institutions - 5,954 - 5,954 1.1 - 3.7- Trade and other payables - - 9,760 9,760 - - 5,954 9,760 15,714


The Company and its subsidiaries entered into interest rate swap agreement to manage risk associated

with the financial liabilities carrying floating interest. The detail of the interest rate swap agreement

outstanding as at 31 December 2011 is as follows: -

As at 31 December 2011, a subsidiary has outstanding Interest Rate Swap Transaction Agreements

with two overseas banks for principal totaling USD 178 million. The contracts are for a period of 3-5

years, maturing in June - October 2012 with the condition stipulated in the agreements. At each of the

maturity dates, the subsidiary is required to pay interest to the bank based on the fixed rate stipulated

in the agreements (1.3% - 9.9%) and the banks is required to pay interest to the subsidiary at floating

rate plus stipulated rate (0.0% - 8.7%). The agreements contain other conditions. As at 31 December

2011, the subsidiary would have unrealised loss of approximately USD 28 million or Baht 889 million,

if it recorded the above contracts at fair value (for the year ended 31 December 2010, USD 46 million

loss).

Foreign currency risk

The Company and its subsidiaries’ exposure to foreign currency risk arise mainly from trading transactions

and borrowings that are denominated in foreign currencies. The Company and its subsidiaries seek to

reduce this risk by entering into forward exchange contracts when it considers appropriate. Generally,

the forward contracts mature within one year.

The balances of financial assets and liabilities denominated in foreign currencies as at 31 December

2011 are summarised below.

financial financial Average exchange rate foreign currency assets liabilities as at 31 December 2011

(Million) (Million) (Baht per 1 foreign currency unit)

Due within 1 year USD 300 383 31.69 JPY 19 3,950 0.41 TWD 11 - 1.05

As at 31 December 2011, the subsidiaries had the following outstanding contracts: -

forward contracts

Contractual Contractual Bought Sold exchange rate maturity foreign currency amount amount Bought Sold date

(Million) Million)

SubsidiariesUSD against RMB 12 12 6.37 6.36 January 2012


Currency option agreement

As at 31 December 2011, a subsidiary has outstanding sale of put option agreements under which it

will receive USD 1 million and pay JPY 114 million on maturity dates 7 June 2012. The subsidiary would

have unrealised losses of approximately USD 6 million, or Baht 181 million, if it recorded the above

contracts at fair value (for the year ended 31 December 2010, USD 5 million loss).

36.2 fair values of financial instruments

Since the majority of the Company and its subsidiaries’ financial instruments are short-term in nature or

bear floating interest rates, their fair value is not expected to be materially different from the amounts

presented in the statement of financial position. The fair value of currency option agreement, which is

off statement of financial position item, has details as described in Note 36.1.

A fair value is the amount for which an asset can be exchanged or a liability settled between

knowledgeable, willing parties in an arm’s length transaction. The fair value is determined by reference

to the market price of the financial instrument or by using an appropriate valuation technique, depending

on the nature of the instrument.

37. Capital management

The primary objectives of the Company’s capital management is to ensure that it has appropriate capital

structure, in order to support its business and maximize shareholder value. As at 31 December 2011, the

Group’s debt-to-equity ratio was 2.38:1 (2010: 2.35:1) and the Company’s was 1.02:1 (2010: 1.17:1).

38. Event after the reporting period

On 20 february 2012, the Company’s Board of Directors’ meeting passed a resolution to propose to the

Annual General Meeting of shareholders to be held in April 2012 to adopt a resolution to pay a dividend of

Baht 0.08 per share, or a total of Baht 326 million, to the shareholders in respect of the 2011 profit.

Such dividend will be paid and recorded after it is approved by the Annual General Meeting of the Company’s

shareholders.

39. Reclassification

To comply with the Notification of the Department of Business Development relating to the financial statement

presentation as described in Note 2 and as the result of the adoption of revised and new accounting standards

as described in Note 3 and Note 5, certain amounts in the financial statements for the year ended 31 December

2010 have been reclassified to the current year’s classification, without any effect to the previously reported

profit or shareholders’ equity. The significant reclassification are as follow:


(Unit: Million Baht)


As previously As previously As reclassified reported As reclassified reported

Trade and other receivables 28,982 - 15,567 -Trade accounts receivable, net - 27,945 - 12,913Trade accounts receivable - related parties, net - 861 - 2,472Amount due from related parties, net - 9 - 41Other receivables, net - 167 - 141Inventories 10,001 9,805 5,235 5,094Goods in transit - 196 - 141Goodwill 102 - - -Intangible assets 351 453 - -Trade and other payables 26,964 - 12,845 -Trade accounts payable - 24,236 - 12,181Advance from and amount due to related parties - 5 - 68Accrued interest expense - 56 - 1Accrued expenses - 1,372 - 149Other payable - 1,295 - 446Administrative expenses 2,497 2,442 117 75Management benefit expenses - 35 - 24Impairment loss of assets - 20 - 18

The reclassifications had no effect to previously reported profit or shareholder’s equity.

40. Approval of financial statements

These financial statements were authorised for issue by the Company’s authorised director on 20 february

2012.

01 FINANCIALHIGHLIGHTS

02 MESSAGEFROMTHEBOARDOFDIRECTORS

09 BOARDOFDIRECTORS

13 GENERALINFORMATION

14 SHAREHOLDINGSTRUCTUREANDMANAGEMENT

15 CAPITALSTRUCTURE

20 THEGROUPSTRUCTUREOFTHECOMPANY

22 NATUREOFBUSINESSOPERATION

26 INDUSTRYANDMARKETCOMPETITION

29 RISKFACTOR

31 MANAGEMENTSTRUCTURE

37 CORPORATEGOVERNANCE

43 RELATEDPARTYTRANSACTIONS

54 AUDITCOMMITTEEREPORT2011

55 INTERNALCONTROL

56 DIRECTORS’REPORTING

57 SOCIALANDENVIRONMENTRESPONSIBILITIES

60 MANAGEMENTDISCUSSIONANDANALYSIS

65 REPORTOFINDEPENDENTAUDITOR

66 FINANCIALSTATEMENT

75 NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS

CONTENTS

Ccet 11

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Transcript of Ccet 11