AH : Annual Report 2009

The AAPICO manufacturing groupûs vision is to become a lean and happy manufacturing

organization through a set of sustainable values which include happy customers, happy

employees, happy shareholders, and happy public.

V I S I O N S T A T E M E N T

This annual report is printed on Green Series paper made from 100% Eco Fiber

1

ANNUAL REPORT 2009

CONTENTSPresidentûs Message 2

Board of Directors 4

Financial Highlights 5

Market Share of Major Products 6

Awards & Achievements 7

Corporate Social Responsibility of AAPICO Group 10

Main Businesses 14

Shareholding Structure 21

Competition and Industrial Trend 22

AAPICO Group Business Units 25

AAPICO Milestones 26

Business Operation Goals and Future Projects 28

Revenue Structure 30

Risk Factors 31

Shareholding Structure and Management 34

Employees 40

Corporate Governance 41

Inside Information and Internal Control 44

Related Transactions 46

Managementûs Discussion and Analysis 47

Report of the Audit and Corporate Governance Committee 51

Report of Independent Auditor 52

Financial Statements and Notes to Consolidated Financial Statements 53

Board of Directorsû Information 99

Company Contact Information 101

References 104

2 AAPICO HITECH PUBLIC COMPANY LIMITED

ç

ç

2009 is the year we would like to forget and thanks to

all the strong f inancial impetus and effective

priming by Western and Asian countries

to bring the economy back to track,

we saw a V-shaped recovery in our

industry and our serious concerns in

2009 are now behind us

2009 was the

toughest year ever

faced by the global

automotive industry and

simi lar ly our Group was

severely impacted. Sales dropped

to Baht 7,366 million from Baht 9,500

million in the year 2008. Total car

production in Thailand for 2009 was 1

million units compared to 1.4 million units in

2008. For 2010, the forecast is that production

would reach the same level as 2008 of 1.4

million units.

The Group faced its first ever loss of Baht

116 million during 2009. If not for some provisions,

it would be a breakeven year for the Group. Many

drastic measures were taken in 2009 such as salary

cuts, productivity improvements, and retrenchment

to ensure the Company

remained lean. On the financial

planning side all short-term loans were

converted to long-term loans to ensure long-

term stability.

Despite our dismal performance in Thailand,

the Chinaûs and Malaysiaûs operations performed

very well. In China, where we supply connecting

rods to GM Wuling and Chery, we saw a very steep

increase in sales. AAPICO China had a record profit

in 2009. We expect the performance to further

improve in 2010 which will be a very important

year for the Chinaûs operations as we will buy our

own land to build a new factory. In the past, AAPICO

China worked from leased properties. The size of

land being acquired is about 36 mu or 24,000 square

meters. We expect the factory to be fully operational

by mid 2011. For the year 2010, the Chinaûs

operations are expected to have a growth of 50

percent.

The Malaysiaûs operations sold 1,623 Honda

vehicles. Land has been purchased and one new

showroom will soon be built in Petaling Jaya to

cater for the expected future growth. The current

3

ANNUAL REPORT 2009

Presidentûs Message

showroom is now too small and sits on a leased

property. The Malaysiaûs car dealership operations

are expected to perform well in 2010.

Last yearûs downturn was most seriously

felt in Thailand. Overall the Thailandûs operations

suffered a loss. However, towards the third quarter

of 2009, there were some signs of recovery and we

took actions to install the presses we bought earlier.

It is now fortuitous that we are able to use the presses

with the strong rebound starting from January 2010.

We have installed new presses at our Ayuthaya

factory and our new factory at Rayong.

We are facing strong demand in 2010 for

the models that have recently been launched

namely the Mazda B Car, the Nissan eco-car and

the Ford B car. Also several new models which were

on hold have been flagged off again such as the

Ford, Isuzu and GM pickup where we have a large

number of components to supply to these models.

Hence, our plants are now busy for production as

well as preparation for future models.

2009 is the year we would like to forget and

thanks to all the strong financial impetus and

effective priming by Western and Asian countries

to bring the economy back to track, we saw a

V-shaped recovery in our industry and our serious

concerns in 2009 are now behind us. However,

the greatest risk being faced by companies in

Thailand is still the political uncertainty. However,

based on the first few months of performance

we can strongly feel that 2010 will be a good year

for the Group

May I take this opportunity to thank all

employees, business associates, valuable customers

and bankers, without whose support we could not

have been able to go through this very critical and

difficult year.

Yeap Swee Chuan

President and CEO

ANNUAL REPORT 2009


Board of Directors

1. Mr. Yeap Swee ChuanPresident & CEO

2. Madam Teo Lee NgoExecutive Director

3. Mr. Shigeyuki EtoExecutive Director

4. Mr. Hiroto MuraiDirector

12

8 7

6 5 34

5. Mr. Kenneth NgIndependent Director

6. Mr. Pipat R. PunyaIndependent Director andChairman of Audit Committee

7. Mrs. Porntipa PraditsuktavornIndependent Director andMember of Audit Committee

8. Mr. Supasak ChirasavinuprapandIndependent Director andMember of Audit Committee

5

ANNUAL REPORT 2009

Financial Highlights

Consolidated Financial Statements

2006 2007 2008 2009

Profit and Loss Statements (Million Baht)

Sales and Service Income 7,755 9,295 9,077 7,114

Gross Profit (Loss) 524 686 665 358

EBIT 419 531 371 42

EBITDA 909 1,190 783 427

Net Profit (Loss) 381 350 230 (116)

Financial Ratio (%)

Current Ratio (times) 0.84 0.85 0.73 0.54

Gross Profit Margin 6.76% 7.38% 7.32% 5.03%

Net Profit Margin 4.75% 3.61% 2.54% (1.47%)

Debt to Equity (times) * 0.60 0.63 0.67 0.67

Time Interest Earned (times) 16.58 3.20 3.07 0.33

Dividend Yield 2.56% 3.55% 8.79% N/A

Operating Efficiency Ratio (%)

Return on Asset (ROA) 5.09% 3.93% 2.65% (1.15%)

Return on Equity (ROE) 8.95% 7.97% 5.42% (2.46%)

Turnover (Days)

Accounts Receivable Turnover ( days ) 61.05 57.09 52.23 57.43

Inventory Turnover ( days ) 35.99 33.28 32.28 37.82

Operating Outcome per share (Baht)

Net earnings per share 1.60 1.55 1.07 (0.48)

* Debt to Equity = (Bank overdrafts + Loans from Banks)/Total Equity


Market Share ofMajor Products

Steel Fuel Tank

Plastic Fuel Tank

Door Check

Chassis Frame

7

ANNUAL REPORT 2009

Awards &Achievements

Achieving awards is the key indicator of excellence in oneûs industry. Some awards are as per below.

2009 Toyota Production System (TPS) Leader Award

- Conferred at TPS Activity 2009- AAPICO Hitech PLC. was presented the

TPS championship for 3 consecutiveyears in 2004, 2005 and 2006 and theLeader Award for 3 consecutive yearsin 2007, 2008 and 2009.

Presented by: Toyota Motor Asia PacificEngineering and Manufacturing Co., Ltd(TMAP-EM) and Toyota Co-operationClub (TCC)

Date: November 13, 2009

QCD Improvement Supplier Award

- Conferred at ISG Activity, 2009 Annual

General Meeting

- AAPICO Amata Co., Ltd. a subsidiary

of AAPICO Hitech PLC was presented

this award by improvement in Quality,

Cost and Delivery.

Presented by: Isuzu Motors (Thailand)

Co., Ltd. and Isuzu Supplier

Group (ISG)

Date: February 10, 2009

2009 Car Sales Promotion Award

- Conferred at Isuzu Car Sales Promotion

Activity, 2009 Annual General Meeting

- AAPICO Amata Co., Ltd., a subsidiary

of AAPICO Hitech PLC., was presented

Car Sales Promotion Award.

Presented by: Isuzu Motors (Thailand) Co., Ltd.

Date: February 10, 2009


2009 Frost & Sullivan ASEAN Automotive Award for Automotive Component Manufacturer

- Conferred at 2009 Frost & SullivanAsia Pacific Automotive Awardsbanquet, Malaysia

- AAPICO Amata Co., Ltd. was presentedthe Frost & Sullivan Award forAutomotive Component Manufacturerof the Year (Thailand).

Presented by: Frost & Sullivan

Date: June 25, 2009

The Frost & Sullivan Asia Pacific Automotive Awards banquet is held annually to recognize outstandingperformance by companies in the automotive industry in Asia Pacific. All short-listed companies, evaluated basedon actual market performance indicators, represent the best-in-class in Asia Pacific concerning their market

segments.

- AAPICO Forging PLC., a subsidiary ofAAPICO Hitech PLC., was presentedMould & Die Best Practice Factoryaward in the Mould & Die IndustryDevelopment Project

Mould & Die Best Practice Factory Award

Presented by: the Ministry of Industryof Thailand

Date: April 29, 2009

TCC 2009 Safety Activity: Silver Certificate

- Conferred at the TCC 2009 SafetyActivity

- AAPICO Hitech PLC. has completed andsuccessfully passed the evaluation oflevel B (Silver Certificate)

Presented by: Toyota Motor Asia PacificEngineering and Manufacturing Co., Ltd.(TMAP-EM) and Toyota Co-operationClub (TCC)

Date: December 9, 2009

Outstanding Award for Safety, Occupational Health and Working Environment

- Conferred at 23rd National Safety Week,2009

- AAPICO Hitech PLC. received theSafety, Occupational Health and WorkEnvironment Award 2009: ProvinceLevel

Presented by: Department of LaborProtection and Welfare, Ministry of Labor

Date: July 2, 2009

Zero Accident 2009 Campaign: Bronze Award

- Conferred at Zero Accident 2009Campaign

- AAPICO Plastics PLC., a subsidiaryof AAPICO Hitech PLC., receivedthe bronze award for the achievementof up to 1 million work-related hourswithout lost time injury

Presented by: Department of LaborProtection and Welfare, Ministry of Labor

Date: August 24, 2009

9

ANNUAL REPORT 2009

- AAPICO Hitech PLC. has acquiredthe ISO 14001: 2004 Certificate forEnvironmental Management. (re-certificate) The scope of activitiescovers Manufacturing of Press Parts,Fuel Tank, Assembly Parts, Jigs andDies.

White Factory (Drugs Free Workplace) Prestige Award

- AAPICO Forging PLC., a subsidiary ofAAPICO Hitech PLC., has completedand successfully passed evaluation,and has participated in White Factoryprogram (Drugs Free Workplace) whichis designed to curb substance abusein the workplace.

Presented by:The Chonburi Province Departmentof Labor Protection and Welfare

Date: November 16, 2009

The AIDS and TB-response Standard Organization (ASO-T Thailand): Silver Certificate

- AAPICO Hitech PLC, received theCertificate of Appreciation for effortsto build awareness and understandingof AIDS/HIV and those affected bythe disease.

Presented by: Department of LaborProtection and Welfare, Ministry of Laborand the Department of Disease Control,Ministry of Public Health

Accredited by: The Thailand BusinessCoalition on AIDS and the SocialDevelopment Association

Date of Issue: August 31, 2009

Effective until: August 30, 2011

Certificate of ISO 14001: 2004

Certificate of ISO 14001: 2004

- AAPICO Forging PLC., a subsidiaryof AAPICO Hitech PLC., has acquiredthe ISO 14001: 2004 Certificate forEnvironmental Management. (re-certificate) The scope of activitiescovers Manufacture of Forging andMachining Par ts for Automotive/Electrical Industries

Accredited by: TüV Rheinland

Date of Issue: November 25, 2009

Effective until: October 4, 2012

Accredited by: United Registrar ofSystems (Thailand) Limited

Date of Issue: September 1, 2009

Effective until: August 30, 2012


CorporateSocial Responsibility ofAAPICO Group

With firm commitment to conduct business in line with social responsibility, AAPICO Hitech PLC.

and its subsidiaries provide continuous support to socially beneficial activities. In 2009, we were committed

to perform corporate social responsibility activities divided into 4 parts as follows:

� Educational Scholarship activity

� Environment activity

� Donation activity

� Self-Development and Social Development activity

Educational Scholarship activity○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

Scholarship for employeesû children:AAPICO Hitech PLC. on May 13, 2009

In 2009, AAPICO Hitech PLC. provided 24

scholarships: 2 university level, 9 high school/

vocational level, and 13 primary level (approx. Baht

75,000 per year)

Scholarship for employeesû children:AAPICO Amata Co., Ltd. on June 9, 2009

AAPICO Amata Co., Ltd., a subsidiary of

AAPICO Hitech PLC., provided 17 scholarships: 5

high school level and 12 primary school level (approx.

Baht 29,000 per year)

Scholarship for Student of Wat Sak School:AAPICO Hitech PLC. on November 11,2009

Continuously offered since 2008, this year

AAPICO Group provided 5 scholarships to students

with exceptional records from Wat Sak School. Each

scholarship (approx. Baht 150,000 per year) will

continue to support children until graduation from

university. These students will also have the chance

to become a part of AAPICOûs family in the future.

AAPICO Group understands the importance of

education, therefore, the AAPICO companies have

ongoing scholarship projects for employeeûs children

and others who seek knowledge but do not have

the opportunity due to poverty. The scholarship

would be provided each year from Primary school

to University level by selecting from employeesû

applications. Some criteria have been set for the

recipientsû qualification e.g. childrenûs GPA, work

performance of employees (parents), income, etc.

11

ANNUAL REPORT 2009

Environment activity

AAPICO Group announced this year that the

group will launch a campaign called çGreen Projecté

on June 6, 2009. This campaign aims to preserve

good environment and appeals for promotion of

environmental consciousness through tree planting

activities during the year.

The tree planting activity at AAPICOûs new

plants in Amata City Industrial Estate, Rayong was

the first tree planting activity to be conducted

under çGreen Projecté campaign.

Tree Planting activity (Green Project):Wat Sak Primary School, Ayuthaya onJune 21, 2009

Management and the AAPICO Hitech PLC.

volunteers have planted trees at Wat Sak Primary

school after lunch offered and donation activity

took place.

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

Tree Planting activity (Green Project): AAPICO new factories on June 6, 2009

CEO and many top managements of

AAPICO Group joined 300 volunteer employees

in the çGreen Projecté Campaign at AAPICOûs

new factories.

Donation Activity

AAPICO Group has been emphasized on

donation activities especially for children. The

Company has received support from employees and

management to contribute offers such as education

equipment, sports equipment and lunch for school

children.

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○


Offered lunch to children: Wat Sak PrimarySchool, Ayuthaya on June 21, 2009

Quality of Life club (QOL) which consists

of four groups (Buddhism, Sacrifice, Committed

Saving and Health) has initiated many activities

within the scope of club policies and goals. Their

annual plan emphasizes on the development of

quality of life of AAPICOûs associates, subcontractors,

and people in the Companyûs neighborhood and Thai

society as a whole.

Quality of Life Training

Since 2008, AAPICO Group has trained the

employees in the çQuality of Lifeé course. This course

encourages participants to remember and practice

the fundamental of life, understand the real root

cause of daily problems and work out the problems

in a way that can improve their quality of life. In

addition, this training emphasizes the importance

of the development of self-discipline, teamwork and

good leadership.

Up to now there are almost 400 persons

who have participated in this program since it

was introduced in 2008. In total, three trainings

had been conducted in 2009. The three trainings

per year training course takes place for about 2.5

days from Friday evening to Sunday afternoon.

The trainers are from the Development Association

of Thailand.

On August 1, 2009, the Music Club ofAAPICO Forging PLC. donated educationand sports equipment to Ban-Hua-Grogprimary school, Chonburi

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

Self-Development and SocialDevelopment Activities

It is the vision of AAPICO Group to promote

educational, social, financial and environmental

activities. In 2009, a CSR project called çQuality

of Lifeé was introduced. The main purpose is to

educate and influence AAPICOûs Associate to be a

better person.

This social contribution with high commitment

is intended to be a part of strong foundation of

Thai society.

13

ANNUAL REPORT 2009

The Sacrifice Club

The aim of the Sacrifice club is to encourage

the employees to share and sacrifice their good

things to their neighbors in need. The club activities

do not emphasis on monetary support; rather, on

true sacrifice from their true intention. The activities

such as blood donation, school building renovation,

recreation activity for children schools, from

neighborhood and many other social activities would

provide opportunities for our employees to learn and

make themselves useful to the society.

Blood Donation: AAPICO Group donated blood

through the service provided by Thai Red Cross

Society annually.

AAPICO Hitech and

AAPICO Amata

on June 10, 2009

Other activities

Renovated building: Wat-Rat Bamrung Sak

primary school, Chachoengsao on August 8, 2009

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

The Committed Saving Club

The club encourages our employees to plan

out their expenses so as not to overspend. Based

on the concept of çSufficiency Economyé, this club

has activities to encourage and teach members

to record their household account in order to

understand the status of their regular income and

expenses. It is expected that they can decrease

unnecessary expenses. The clubûs slogan is

çdecrease debt, eliminate debt, save moneyé.

Training for club members and internal employees

about household record.

The Health Club

Health club was established to promote

healthy and good life style for our members by

giving up vices as well as being more active in

sports. The club makes campaigns for activities

such as morning-exercise, çWhite-Factory (anti-drug)é,

and some sport events among AAPICO Group.

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

The Buddhism Club

Buddhism club was established to promote

moral and ethics of employeesû mind through the

Buddhist middle path and give up vices. This club

holds activities to conserve and promote buddhist

teaching. Such teachings are good guides for a good

way of life and a way to be a better person.

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○


Main Businesses OEM AUTO PARTS MANUFACTURING

�� AAPICO HITECH PUBLIC COMPANY LIMITED [AH]AAPICO Hitech PLC. was founded in 1995 and listed on the

Stock Exchange of Thailand in 2002. The Companyûs main

businesses are to design, produce, and install assembly

jigs, stamping dies, and OEM auto parts which include

floor parts, cross members, pillars, brackets, clips, fuel

tank, etc. The Company has invested in other businesses

associated with the automotive industry included car

dealership, car navigation system, etc. AAPICO Group

comprises total of 27 companies (22 in Thailand and 5

Overseas).

AAPICO Hitech PLC. has paid-up capital of Baht 282.36

million. The main shareholders are Mr. Yeap Swee Chuanûs

Group holding 32% and Sojitz Corporation holding 15% of

the total outstanding shares. The company is selling mainly

to the leading automotive car assemblers both locally

and overseas.

�� AAPICO AMATA COMPANY LIMITED [AA]AAPICO Amata Co., Ltd.ûs main business is to produce

automotive Chassis frames supplied to Isuzu Motors

(Thailand) for Isuzu D-Max pickup and General Motor for

Chevrolet Colorado pickup truck.

AAPICO Amata Co., Ltd. is wholly owned by AAPICO Hitech

PLC. with paid-up capital of Baht 800 million.

�� AAPICO FORGING PUBLIC COMPANY LIMITED [AF]AAPICO Forging PLC.ûs main business is to manufacture

automotive forging and machining parts including steering

and suspension system, wheel frames and hubs, ball joint

axle and engine parts.

AAPICO Forging PLC. is wholly owned by AAPICO Hitech

PLC. with paid-up capital of Baht 500 million. The main

customers are AAT, Yamaha, Nissan, Isuzu, TRW, NTN,

GETRAG, Dana, and American Axle.

15

ANNUAL REPORT 2009

�� AAPICO HITECH PARTS COMPANY LIMITED [AHP]AAPICO Hitech Part Co., Ltd.ûs main business is to

manufacture OEM Press Par ts for automotive car

assemblers which include floor parts, brackets, etc. The

Company also produces hard disk drive components.

AAPICO Hitech Parts Co., Ltd. is wholly owned by AAPICO

Hitech PLC. with paid-up capital of Baht 120 million. The

main customers are Nissan, and AAT.

�� AAPICO MITSUIKE (THAILAND) COMPANY LIMITED[AMIT]AAPICO Mitsuike Co., Ltd. was established initially to focus

on engineering and marketing press parts for Nissan

domestically. The future expansion is also planned in

line with expansion of manufacturing facility.

AAPICO Mitsuike Co., Ltd. is jointly owned by AAPICO

Hitech PLC. and Mitsuike (Japan) with equity participation

of 51% and 49% respectively. The Company has paid-up

capital of Baht 33 million. The main customer is Nissan.

�� AAPICO PLASTICS PUBLIC COMPANY LIMITED [AP]AAPICO Plastics PLC.ûs main business is to manufacture

automotive plastic parts including automotive plastic

fuel tank system.

AAPICO Plastics PLC. is wholly owned by AAPICO Hitech

PLC. through holding AAPICO Forging PLC. with paid-up

capital of Baht 150 million. The main customers are AAT,

GM, Nissan, Yamaha and Isuzu.

�� AAPICO STRUCTURAL PRODUCTS COMPANY LIMITED[ASP]AAPICO Structural Products Co., Ltd.ûs main business is

to produce automotive Chassis frames supplied to Isuzu

Motors (Thailand) for Isuzu D-Max pickup.

AAPICO Structural Products Co., Ltd. is wholly owned by

AAPICO Hitech PLC. with paid-up capital of Baht 100 million.


�� ABLE SANOH INDUSTRIES (1996) COMPANY LIMITED[ASICO]Able Sanoh Industries Co., Ltd.ûs main business is to make

brake lines, fuel lines, and engine parts for automotive car

assemblers in Thailand.

Able Sanoh Industries Co., Ltd. is jointly owned by AAPICO

Hitech PLC, Sanoh Industrial (Japan), and Sojitz Corporation

(Japan) with shareholding percentage of 46%, 51% and 3%

respectively with paid-up capital of Baht 117.7 million. The

main customers are AAT, Honda, Toyota, Nissan, and Mitsubishi.

�� MINTH AAPICO (THAILAND) COMPANY LIMITED [MA]Minth AAPICO Co., Ltd.ûs main business is to design,

produce, and sell automotive components including door sash

trim parts, decorative parts, and roof racks.

Minth AAPICO Co., Ltd. is jointly owned by AAPICO Hitech

PLC. and SINOONE Holding, a wholly-owned unit of Minth

Group Ltd. (China), with the shareholding of 40% and 60%

respectively. The Company has paid-up capital of Baht

178.5 million. The main customers are AAT and GM.

�� SANOH INDUSTRIES (THAILAND) COMPANY LIMITED[SI]Sanoh Industries Co., Ltd.ûs main business is to manufacture

Fulton brazed steel tubing for use in Thailand and export to

ASEAN.

Sanoh Industries Co., Ltd. is held by AAPICO Hitech PLC.

owning 20% of shares with paid-up capital of Baht 146.25

million. The main customer is AAT.

�� KUNSHAN CHAITAI-XINCHENG PRECISION FORGINGCOMPANY LIMITED [KCX] - ChinaKCXûs main business is to manufacture steel and copper

forging parts which include connecting rods, and copper

contactors.

KCX is wholly owned by AAPICO Hitech PLC. with paid-up

capital of USD 3.45 million. The main customers are

Schneider, Chery, and GM-Wuling.

17

ANNUAL REPORT 2009

�� AAPICO SHANGHAI COMPANY LIMITED [AS] - ChinaAAPICO Shanghai Co., Ltd.ûs main business is to machine

automotive forging parts supporting our facility at Kunshan

Chaitai-Xincheng.

AAPICO Shanghai Co., Ltd. is wholly owned by AAPICO Hitech

PLC. with paid-up capital of USD 2 million.

DESIGN AND MANUFACTURE OF ASSEMBLY JIGS

�� AAPICO HITECH TOOLING COMPANY LIMITED [AHT]AAPICO Hitech Tooling Co., Ltd.ûs main business is to design

and manufacture assembly jigs and dies mainly to support

AAPICO Group operation.

AAPICO Hitech Tooling Co., Ltd. is wholly owned by AAPICO

Hitech PLC. with paid-up capital of Baht 65 million.

CAR DISTRIBUTOR

�� HYUNDAI MOTOR (THAILAND) COMPANY LIMITED [HD]Hyundai Motor Co., Ltd.ûs is a sole distributor responsible for

manufacturing, marketing, sales and after-sales service

of both CKD and CBU model of Hyundai cars in Thailand.

Hyundai Motor Co., Ltd. is jointly owned by AAPICO ITS,

Co., Ltd., Sojitz Corporation (Japan), and Sojitz Asia Pte

with shareholding percentage of 22%, 61% and 17%

respectively. The Company has paid-up capital of Baht 550

million.

CAR DEALERSHIP

�� ABLE MOTORS COMPANY LIMITED [AM]Able Motors Co., Ltd. is a car dealer for Mitsubishi vehicle

involving sales and after-sales service with a showroom and

service center located in Navanakorn, Pathumthani.

Able Motors Co., Ltd. is wholly owned by AAPICO Hitech

PLC. with paid-up capital of Baht 20 million.


�� NEW ERA SALES COMPANY LIMITED [NESC]New Era Sales Co., Ltd. is a car dealer for Ford vehiclesupporting both sales and after-sales service with total of3 showrooms in Ramintra Road, Ladprao Road, and SamutprakarnProvince.

New Era Sales Co., Ltd. is wholly owned by AAPICO HitechPLC. with paid-up capital of Baht 20 million.

�� NEW ERA SALES (M) SDN. BHD. [NESM] - MalaysiaNew Era Sales (M) Sdn. Bhd. is a Honda dealership with ashowroom and service center located in Kuala Lumpur.

New Era Sales (M) Sdn. Bhd. is jointly owned by AAPICOHitech PLC. and Tenaga Setia Enterprise with equityparticipation of 49% and 51% respectively. The Companyhas paid-up capital of RM 1.5 million or equivalent to Baht16.5 million.

�� TENAGA SETIA RESOURCES SDN. BHD. [TSRS] -MalaysiaTenaga Setia Resources Sdn. Bhd. is a Honda dealershipwith a showroom and service center located in Petaling Jaya.

Tenaga Setia Resources Sdn. Bhd. is jointly owned by AAPICOHitech PLC. and Malaysian Investors with equity holding of49% and 51% respectively. The Company has paid-upcapital of RM 6 million or equivalent to Baht 66 million.

CAR NAVIGATION

�� AAPICO ITS COMPANY LIMITED [AITS]AAPICO ITS Co., Ltd.ûs main business is to market, service,and sales of POWERMAP Car Navigation system includingboth software and map.

AAPICO ITS Co., Ltd. is owned by AAPICO Hitech PLC. andYeapûs Group with 60% and 40% shares respectively. TheCompany has a paid up capital of Baht 100 million. The maincustomers are JVC, Priority, Zulex, etc.

�� A MACTION COMPANY LIMITED [AMAC]A Maction Co., Ltd. main business is to develop andmanufacture software for Car Navigation system calledPOWERMAP which is supplied to AAPICO ITS Co., Ltd.

A Maction Co., Ltd. is jointly owed by AAPICO HitechPLC. and Maction Technology (Taiwan) with the equityparticipation of 51% and 49% respectively with paid-up capitalof Baht 20 million.

19

ANNUAL REPORT 2009

�� ABLE ITS PRIVATE LIMITED [AITSPL] - SingaporeAble ITS Co., Ltd.ûs main business relates to Car Navigation

system for the operation in Singapore.

Able ITS Co., Ltd. is wholly owned by AAPICO ITS Co., Ltd.

with paid-up capital of SGD 310,000.

ENGINEERING RESEARCH AND DEVELOPMENT

�� AAPICO ENGINEERING COMPANY LIMITED [AE]AAPICO Engineering Co., Ltd. focused on CAE (Computer

Aided Engineering), programming, engineering, consultancy,

engineering design and engineering research & development.

AAPICO Engineering Co., Ltd. is wholly owned by AAPICO

Hitech PLC. with paid-up capital of Baht 10 million.

SURFACE TREATMENT - WATER TRANSFER PRINTING

�� KATSUYA (THAILAND) COMPANY LIMITED [KT]Katsuya (Thailand) Co., Ltd.ûs main business is to

manufacture surface treatment-water printing for plastic and

metal flocking.

Katsuya (Thailand) Co., Ltd. is jointly owned by AAPICO Hitech

PLC. and Katsuya International with the portion of 55% and

45% holding respectively. The Company has paid-up capital

of Baht 28.5 million.

MANUFACTURING OF ACCESSORIES FOR TRANSPORTATION INDUSTRY

�� AAPICO JACKSPEED COMPANY LIMITED [AJ]AAPICO Jackspeed Co., Ltd.ûs main business is to

manufacture sport bars for pickup truck.

AAPICO Jackspeed Co., Ltd. is jointly owned by AAPICO

Hitech PLC. Parts and Jackspeed Corporation with equity

participation of 60% and 40% respectively. The Company

has paid-up capital of Baht 20 million.


�� JACKSPEED CORPORATION LIMITED [JCL] -SingaporeJackspeed Corporation Ltd. is a manufacturer of leather seats

and accessories for the automotive industry.

Jackspeed Corporation Ltd. is 20% owned by AAPICO

Investment Pte. Ltd. with paid-up capital of SGD 21.8 million.

INVESTMENT ACTIVITIES, MERGER & ACQUISITION

�� AAPICO INVESTMENT PRIVATE LIMITED [AI] -SingaporeAAPICO Investment Pte. Ltd. was established with the

purpose of carrying on the transactions related to merger

and acquisition.

AAPICO Investment Pte. Ltd. is wholly owned by AAPICO

Hitech PLC. with paid-up capital of SGD 6.97 million.

FUTUER BUSINESS POTENTIAL

�� AAPICO ENGINEERING SDN. BHN. [AEM] - MalaysiaAAPICO Engineering (Malaysia) Sdn. Bhd. is set up for future

business potential. Currently, it owns a piece of land in

Malaysia to be used for building a new showroom for selling

Honda cars.

AAPICO Engineering (Malaysia) Sdn. Bhd. is wholly owned

by Tenaga Setia Resources Sdn. Bhd. with paid-up capital of

RM 100,000.

21

ANNUAL REPORT 2009

AAPICO HITECH Public Co., Ltd.(Thailand)

Subsidiary CompaniesAssociate Companies

100% AAPICO Amata Co., Ltd. AAPICO Forging Public Co., Ltd. 100%(Thailand) (Thailand)

100% AAPICO Hitech Tooling Co., Ltd. AAPICO Plastics Public Co., Ltd. 100%(Thailand) (Thailand)

100% AAPICO Hitech Parts Co., Ltd. Kunshan Chaitai-Xincheng Precision 100%(Thailand) Forging Co., Ltd. (China)

60% AAPICO Jackspeed Co., Ltd. AAPICO Shanghai Co., Ltd.(Thailand) (China)

100% AAPICO Structural Products Co., Ltd. New Era Sales Co., Ltd. 100%(Thailand) (Thailand)

100% AAPICO Engineering Co., Ltd. Able Motors Co., Ltd. 100%(Thailand) (Thailand)

51% AAPICO Mitsuike (Thailand) Co., Ltd. New Era Sales (M) Sdn. Bhd. 49%(Thailand) (Malaysia)

51% A Maction Co., Ltd. Tenaga Setia Resources Sdn. Bhd. 49%(Thailand) (Malaysia)

60% AAPICO ITS Co., Ltd. AAPICO Engineering Sdn. Bhd. 100%(Thailand) (Malaysia)

100% Able ITS Pte. Ltd. Katsuya (Thailand) Co., Ltd. 55%(Singapore) (Thailand)

22% Hyundai Motor (Thailand) Co., Ltd. AAPICO Investment Pte. Ltd. 100%(Thailand) (Singapore)

46% Able Sanoh Industries (1996) Co., Ltd. Jackspeed Corporation Limited 18%(Thailand) (Singapore)

20% Sanoh Industries (Thailand) Co., Ltd. Minth AAPICO (Thailand) Co., Ltd. 40%(Thailand) (Thailand)

Shareholding Structure

100%


Competition andIndustrial Trend

Thailand has established itself as a global

automotive manufacturing hub in Southeast Asia

and continues to strive to be a global leader in

the industry. Since facing economic crisis in 1997,

Thailand has seen a dramatic increase in passenger

car and commercial vehicle exports, with automotive

exports accounting for more than one-third of total

automotive production. The country has become a

main production base for many vehicle manufacturers

and their suppliers, such as Ford, Isuzu, Mazda,

Mitsubishi, Toyota, Nissan, and serves both the

domestic and export markets. There are several more

potential manufacturers expected to invest their money

in the country,

From the global economic crisis caused by

US sub-prime problems in 2008 and a degree of

political instability in Thailand, 2009 saw an increase

in oil prices, inflation and debt deflation, contributing

to a decrease in overall global consumer confidence.

The resulting global economic slowdown has had

a strong negative effect on the global automotive

industry and Thailand. From the beginning of 2009

the automobile industry was greatly impacted by

the economic downturn, which was evidenced by

a 28% decline in the car market during the first half

of last year. However, sales rebounded in the third

and the fourth quarters. Overall, Thailand industry

dropped 10.8% to 548,871 units compared to 2008.

This included an increase in the sales of passenger

cars by 1.4%, at 230,037 units, and a decrease in

the sales of commercial vehicles at 318,834 units,

or 17.9%. This included çpureé pickup sales of

247,887 units, or a 20.4% decrease. The volume

of automobiles manufactured for exports was at

450,507 units which was impacted by the global

economic situation, rendering the overall volume of

automobiles manufactured at 999,378 units.

23

ANNUAL REPORT 2009

A revival of Thailand automobile industry

occurred at the end of 2009, largely as a result of

the launch of several economic stimulus packages

by the government. These included the Thai

Khemkaeng (Strengthening Thailand) Projects I and

II, which aimed to invest in the economic system,

as well as an increase in agricultural product

prices and tax privileges under various free trade

agreements. The 2010 auto production forecast is

1,400,000 cars, implying industry growth of 40%,

upon a projected increase in exports to 800,000

cars. It is expected that sales of pickup trucks will

regain momentum in the global market, especially

after the expiration of stimulus packages for

eco-friendly cars in various countries. Furthermore,

trend has shifted to smaller, lower fuel consumption,

and eco-friendly vehicles. The eco-car project will

be the second boost to the Thailand car industry.

For the domestic car market, it is believed

that it will continue to grow in 2010, and expected

that sales will increase from 2009 by around 9%

to 600,000 units, consisting of 251,000 passenger

cars and 349,000 commercial vehicles, of which

272,000 units will be çpureé pickups. The pickup

segment will be a major player this year and will

have a favorable effect on the market. In spite of

last yearûs decrease in pickup sales, it is believed

that the pickup market will grow and follow the

economic upturn.

Despite the global economic crisis impact

on the automotive industry worldwide, the projected

trend for 2010-2012 still signifies a better growth

from the resumption of eco-car projects of all

the major carmakers. With the criteria requiring

manufacture of not less than 100,000 cars during

5 years for an investment to be promoted plus

the revival of pickups.


Thailand is back on track as the bastion for the automotive industry in South East Asia and stronger

having the lowest cost base with world quality standards and good labor skills.

Eco-Car Information

BOI Investment privileges scheme:

� Corporate Income Tax exemption for eight years

� Zero duty on imported machinery used to produce eco-cars

� Reduced Excise Tax of 17% on the final products

Manufacturers must fulfill Certain Criteria:

� Initial investment must be a minimum 5 billion baht

� Engine sizes must not exceed 1,300cc for petrol and 1,400cc for diesel engines

� Fuel efficiency must be lower than 5 liters per 100 kilometers

� Vehicles must meet Euro4 emission standard emit no more than 20 grammes of CO2

per kilometers

� Must meet passenger safety standards and specified by the United Nations Economic

Commission

� Output target of 100,000 eco-cars by the fifth year of production

25

ANNUAL REPORT 2009

The main businesses of the Company and its affiliates may be categorized as follows:

No. Business Unit Thailand Overseas

1 OEM Auto Parts Steel Fuel Tank System AAPICO Hitech PLC.Manufacturing Chassis Frame AAPICO Amata Co., Ltd.

AAPICO Structural Products Co., Ltd.Metal Stamping Parts AAPICO Hitech PLC.

AAPICO Hitech Parts Co., Ltd.AAPICO Mitsuike (Thailand) Co., Ltd.

Forging and Machinning AAPICO Forging PLC. AAPICO Shanghai Co., Ltd.Parts Kunshan Chaitai-Xincheng

Precision Forging Co., Ltd.Plastic Parts AAPICO Plastics PLC.Plastic Fuel Tank Systems AAPICO Plastics PLC.Fuel Lines, Brake Lines, Able Sanoh Industries (1996)Engine Parts Co., Ltd.Brazed Steel Tubing Sanoh Industries (Thailand) Co., Ltd.Roof Ditch Molding, Belt Minth AAPICO (Thailand) Co., Ltd.Line Molding, Door Sash

2 Design and Manufacture AAPICO Hitech Tooling Co., Ltd.of Assembly Jigs

3 Design and Manufacture AAPICO Hitech PLC.of Dies

4 Car Distributor Hyundai Motor (Thailand) Co., Ltd.5 Car Dealerships Able Motors Co., Ltd. New Era Sales (M) Sdn. Bhd.

New Era Sales Co., Ltd. Tenaga Setia Resources Sdn.Bhd.

6 Car Navigation A Maction Co., Ltd. Able ITS Pte. Ltd.AAPICO ITS Co., Ltd.

7 Engineering Research & AAPICO Engineering Co., Ltd.Development

8 Surface Treatment - Katsuya (Thailand) Co., Ltd.Water transfer printingfor Plastic and MetalFlocking

9 Manufacture of AAPICO Jackspeed Co., Ltd. Jackspeed Corporation Ltd.Accessories forTransportation Industry

10 Investment Activities, AAPICO Investment Pte. Ltd.Merger & Acquisition

11 OEM Electronic Industry Metal Stamping Parts AAPICO Hitech Parts Co., Ltd.

12 Future Business AAPICO Engineering Sdn. Bhd.Potential

AAPICO GroupBusiness Units


AAPICO was first founded by Mr.Yeap Swee Chuan with the vision of becoming a çThai World ClassAutomotive Manufactureré.

1980s ..................................................................................................................................................................................1985 Registered Able Autoparts Industries Co., Ltd. (AAPICO)1986 Started operations at a leased factory located in Minburi, Bangkok

1980s ..................................................................................................................................................................................1990 Purchased own machines and moved to a leased factory at Rangsit, Prathumtani with

200 employees1991 Introduced CAD/CAM and CNC machines1995 Signed T/A agreement with Keylex, Japan to manufacture pick up fuel tanks for Ford and

Mazda pickup1996 Acquired land of 24,000 sqm. at Hitech Industrial Estate, Ayuthaya, to build a new world

class factory1999 Full operation, 400 employees, QS 9000

2000s ..................................................................................................................................................................................2002 � Full operation, 545 employees, ISO 14001

� Listed on the Stock Exchange of Thailand (SET)2003 � Purchased PSPT (renamed: AAPICO Amata Co., Ltd.) from Dana Corp, USA to build

word-class quality pick up chassis frames for Isuzu and export to over 120 countries.2004 � Issued RO (4.2 million shares at Baht 80) and secondary PO (1.8 million shares at Baht148)

in November to raise Baht 600 million� 30% J/V with Fischer Tech, a plastic injection manufacturing company (shares

disposed, October 2007)� Acquired Chinese Parts Company with 2 factories in Kunshan and Shanghai, 350

employees2005 � Achieved ISO/TS 16949:2002 certification

� Established synergistic global partnership with Sojitz Corporation� Established AAPICO Shanghai Co., Ltd.

2006 � Acquired 60% of Able ITS Co., Ltd., a car navigation system company� Acquired 20% shareholding in Jackspeed Corp. Ltd. of Singapore, an auto accessories

company� Formed four new strategic J/Vûs in Thailand with Mitsuike Co., Ltd. of Japan, Singapore-

based Jackspeed Co., Ltd., Katsuya (Thailand) Co., Ltd. and Katsuya International Pte. Ltd.� AAPICO Hitech PLC. signed an MOU to acquire 100% of KPN Public Company Limited.

2007 � Completed acquisition of 100% of KPN and renamed it AAPICO Forging PLC. and AAPICOPlastics PLC.

� Signed T/A agreement with Edscha, Asia-Pacific for further technical collaboration for themanufacture of door-checks, hinges and parking brakes

� Signed T/A agreement with Kautex Textron of Germany to manufacture plastic fuel tanks

AAPICO Milestones

27

ANNUAL REPORT 2009

� Signed an MOU for J/V with Fuji Technica Inc, one of the biggest die makers in the world� Acquired 100 rai (40 acres) of land at Amata City Industrial Estate, Rayong to build new

factories for expansion2008 � Established Minth AAPICO Thailand Co., Ltd., a 40% J/V company with Sinoone Holdings,

a wholly owned subsidiary of Minth Group of China to manufacture door sash, beltlinemolding and roof ditch molding

� Started construction of 3 new factories in Amata City, Rayong (AAPICO Hitech PLC.,AAPICO Plastics PLC. and Minth AAPICO Co., Ltd.)

� Acquired land of 51 rai (20.4 acres) with factory in Amata Nakorn Industrial Estate, Chonburito set up a new company for future expansion in pickup frame production and machiningof forging parts.

2009 � January❊ AAPICO Forging PLC. investment in a new production line for AAT new subcompact

car projects in its factory at Amata Nakorn Industrial Estate, Chonburi, with an invest-ment of Baht 22.3 million, commenced on September 2009.

❊ The Company started parts development of Nissan eco-car. 3 years ago AAPICOGroup had no business with Nissan but today is one of their main press parts suppliers

❊ AAPICO Plastics PLC. is taking advantage of the Thai-Australian FTA to export 2 to 3containers daily of HVAC to Holden and Ford in Australia as 2nd Tier to Air International.

� February❊ AAPICO Amata Co., Ltd. received awards of çQCD Improvement Supplier and 2009 Car

Sales Promotioné from Isuzu.� March

❊ The Companyûs investment in the new ùstate-of-the-artû machines comprisingKomatsu 2500 Ton Transfer Press machine at AAPICO Amata Co., Ltd., Komatsu 1200Ton Transfer Press machine at AAPICO Hitech PLC. and High Speed Komatsu Tandemline with head press of 1200 Ton, followed by one 800 Ton and two 600 Ton presses inthe new factory at AAPICO Hitech PLC. Amata City, Rayong, with an investment ofBaht 766.85 million.

� April❊ AAPICO Forging PLC. was presented çMould and Die Best Practice Factory awardé

from the Ministry of Industry of Thailand.� June

❊ AAPICO Amata Co., Ltd. has been awarded 2009 Automotive Component Manufacturerof the Year by Frost & Sullivan.

� July❊ AAPICO Hitech PLC. received an award of ç Outstanding for Safety, Health and

Working Environmenté from the Department of Labor Protection and Welfare, Ministryof Labor.

� November❊ AAPICO Hitech PLC. was conferred a Toyota Production System (TPS) Leader Award

for 2009 from Toyota Cooperation Club (TCC).


Business OperationGoals and FutureProjectsBusiness Operation Goals

Throughout years of steady growth, the

Company has seen incredible changes and constant

development in the automobile industry. The Thai

government continues to work to make Thailand

one of Asiaûs leading centers for the automotive

industry, and major manufacturers continue to

regard this country as an attractive automotive

production base for exports.

The AAPICO Group is convinced, therefore,

that the Company will attain its goal of constant

growth and new opportunities for progress and

leadership in the Thai automotive industry. The

Company will do so in ways that benefit the nation

and contribute to the success of global OEMs in

line with vision to be a lean and happy global

company with excellent corporate governance. In

order to achieve its goal, the Company endeavors

to continuously improve on safety, quality, cost,

delivery, engineering and management (SQCDEM).

The current customers view the Company as an

excellent manufacturing company with sustainable

SQCDEM attributes. It endorses AAPICO Groupûs

ultimate business objective, that is, to enhance

its business relationship with all valuable customers.

Future ProjectsIn the quest for excellence at the global

level, the Company has installed the latest ùstate-

of-the-artû new machines comprising 3 units of

Komatsu Transfer Press and 9 units of Tandem

Press in the past 4 years with investment of Baht

1.2 billion.

Item Machine by TonnageNo. of Type

Investment Location Start of ProductionMachines

1 1000T 800T 400T 400T 400T 5 Tandem 250 MB AHP Ayuthaya Janû07

2 2500T 1 Transfer 250 MB AHP Ayuthaya Janû07

3 1200T 1 Transfer 150 MB AHP Ayuthaya Novû09

4 1200T 800T 600T 600T 4 Tandem 300 MB AH Rayong Aprû10

5 2500T 1 Transfer 250 MB AA Aprû10

29

ANNUAL REPORT 2009

In addition, Baht 500 million was invested

in new land and production facilities for Plastic Fuel

Tank and Washer System Assembly in 2009 in order

to meet the V-shape revival of automotive demand

in 2010 with projected volumes similar to those

of buoyant 2008 performance. The Company has

also prepared its capacity with the addition of

land and factories in Amata Nakorn Industrial

Estate, Chonburi and Amata City Industrial Park,

Rayong for future new projects.

The first few months of 2010 will bring

into sharp focus much of what is coming for the

remainder of the year. Indeed, several new product

introductions are just around the corner from

making their debut or have already started,

important cars which will help redefine their

respective brands and boost sales. These cars

include the Mazda 2, the 2008 Worldûs car of the

year and the famous Nissan March subcompact

car (first eco-car to be launched in Thailand in March,

2010) and the subcompact & European designed

Ford Fiesta. AAPICO Group has also obtained and/or

finalizing quotation for other eco-car projects from

Honda, Suzuki and etc. Furthermore, the Company

is working on several new model changes of pick-up

programs which will be launched in 2011. AAPICO

Group is one of the biggest beneficiaries of orders

for these exciting new projects in Thailand in 2010

and 2011 respectively.

In line with the rapidly increasing demand

in China and India, AAPICO Group will strive to

look for business opportunities and ventures in

these two countries to propel the Company further

towards becoming a global player. Despite the

global recession in 2009, auto sales in China

reached 13 million units and in India 2.2 million

units, while combined sales in ASEAN hit 1.8 million

units.


Revenue StructureRevenue Structure of AAPICO Group

Business Unit/ProductBy Held by 2006 2007 2008 2009

Company AH (%) Mill.Baht % Mill.Baht % Mill.Baht % Mill.Baht %OEM Press Parts Chassis Frame AA 100 4,111.57 51.55 3,315.55 34.33 3,062.13 32.19 1,878.17 25.50

Stamping Parts AH 100 1,143.09 14.33 1,522.40 15.76 1,525.16 16.03 1,120.62 15.21AHP 100 - - - - - - 367.30 4.99

Forging and AF 100 - - 1,097.64 11.36 1,026.04 10.79 732.46 9.94Machining Parts AK&AS 100 248.36 3.11 267.58 2.77 379.61 3.99 562.83 7.64Plastic Parts and

AP 100 - - 617.32 6.39 579.40 6.09 423.70 5.75Plastic Fuel Tanks

Design and AH 100 18.04 0.23 169.75 1.76 151.05 1.59 -* -Manufacture ofAssembly Jigs AHT 100 - - - - - - 15.90 0.22

Design andManufacture AH 100 127.91 1.60 130.76 1.35 165.17 1.74 145.28 1.97of DiesCar Dealership Thailand NESC 100 863.85 10.83 816.23 8.45 512.28 5.39 361.38 4.91

AM 100 256.10 3.21 192.07 1.99 209.27 2.20 137.81 1.87Malaysia NESM 49 - - - - - - 302.87 4.11

TSR 49 865.40 10.85 997.61 10.33 1,210.96 12.73 1,281.70 17.40Car Navigation AITS 60 - - 15.36 0.16 22.24 0.23 30.64 0.42System AMAC 51 21.16 0.27 0.03 - 5.35 0.06 2.91 0.04Others 320.01 4.01 516.33 5.35 664.04 6.98 2.20 0.03Total 7,975.49 100.00 9,658.63 100.00 9,512.70 100.00 7,365.77 100.00

* AH has spinned off its manufacturing of Jigs Business to AHT

31

ANNUAL REPORT 2009

AAPICO Group has always put high importance on mitigating risks which could pose potential

threats to the operation of the Company. In order to reduce these risks, the Company has employed tools

to minimize the risk through various actions. The risk factors the Company is currently facing and the risk

management that the Company implemented can be categorized into 2 types which are External Risk

and Internal Risk. The description is as follows:

Risk Factors

In order to reduce the effect of such economic

slowdown, there are monthly reviews by top

management to plan the business operation

strategies. Also, the Company has put more

focus on cost reduction and operation efficiency

to minimize the effect on the bottom line.

On the other hand, AAPICO Group has been

able to enjoy the strong sales from overseas

operation namely Malaysia and China. These

strong sales save a cushion for the drop in localsales volume, thus allow AAPICO Group to gain

moderate return during the year 2009.

Also, the Company has been continuously

investing in products and searching for new

opportunities in order to improve its competitiveness

when the market picks up again.

3. Risk from uncertainty in raw material pricefluctuation

Steel is the Companyûs main raw material

used in production process. This steel price

volatility depends on the buying and selling price

fluctuation, owing to demand and supply of steel in

the worldwide market which is beyond the control

of the Company. In spite of this fact, the Company

has gradually monitored the price movement

along with gradual negotiation with customers

where 80% of the trading contracts between the

Company and its customers allow the Company

to negotiate the selling price twice per year; during

April and October. These agreements reduce the

External Risks1. Political uncertainty

Thailandûs changeable political situation may

affect the consumersû confidence and the stability

and continuity of governmentûs policy which could

pose threat to the operating activities of the

Company. For example, the change in tax and

tariff policy could adversely affect the cost of

the Company. The government has signed the

agreement with ASEAN to reduce taxes among 6

ASEAN nations to be 0%-5%, this policy has

allowed ASEAN countries to be more competitive

in the world market. Moreover, The Board of

Investment under Thai government has also

launched the eco-car program, init iated to

encourage auto manufacturing companies to

develop small, fuel-efficient car for local and exports

market.

In order to realize the highest opportunity

from the government policy, the Company has

always kept up to date on the new policies and

invests in developing new products accordingly.

One example of the Company in realizing such

opportunity is its ability to win many eco-car projects

in Thailand in the year 2009.

2. Economic riskThe worldwide economic recession in the year

2009 has initial effect to the sales volume in the

automotive industry which also affects the sales

volume of the Company compared to 2008.


direct exposure of the Company to the fluctuation

in steel price.

4. Exchange rate riskAAPICO Group has some transaction in foreign

currencies namely, revenue in US Dollar, and cost in

Japanese Yen (mainly machinery cost/material cost)

and in Euro (mainly for material cost). In the year

2009, the revenue and cost in foreign currency

comprised the following amount.

Currency Revenue Expense

(in thousand) (in thousand)

USD USD 5,824 USD 6,460

JPY JPY 92,689

EUR EUR 547 EUR 2,600

The fluctuation in exchange rate could pose

a threat to the changing revenue and expense of

the Company. In order to minimize these risks,

the Company has engaged in several hedging

transactions by booking rate forward and/or entering

into the option contract.

5. Interest rate riskThe Company has borrowed several term

loans to facilitate the investment of the Company

and its subsidiaries. Most of the interests on these

loans are floated rate interest which exposes the

Company to risk on interest rate fluctuation. In order

to mitigate this risk, the Company has entered some

portions of the outstanding loans into the interest

rate swap contract to fix the rate as follows:

PrincipleOutstanding

Hedge InterestLoan

As ofRatio Rate

IRS30/12/2009

1,200 MB 825 MB 100% THBFix 4.77%(1 month)+0.65%

400 MB 122 MB 100% THBFix 3.67%(1 month)+3.50%

400 MB 360 MB 50% THBFix 5.97%(1 month)

+0.4%

Also, there are two new loans acquired in the

year 2009 amounting to Baht 945 million which

are floated-interest loans. Since the current interest

rate is still low, the Company thus, has not entered

into any swap contract. However, if the yield curve

is expected to increase, the Company will consider

entering into swap contract to change the floated

rate into fixed rate.

Internal Risks1. High Reliance on only one Top Management

Mr.Yeap Swee Chuan is the President and

CEO of the Company. With his expertise and over 30

years of experience in the automotive manufacturing

industry, Mr.Yeap has not only being the top

management of the Company, but also responsible

for managing sales and have been establishing

strong relationships with customers. Without Mr. Yeap,

the Company might face the risk of securing sales

from the customers. Currently, Mr.Yeap still has

no plan to retire and will continue to support

the operation and development of the Company by

training new management teams and setting up

Companyûs objectives and policies.

2. Uncertainty of income from car assembly jigsThe nature of jigs business is normally

conducted on a project by project basis. With the

cyclical demand from automotive manufacturer

where new model will be launched every 3-5 years,

the Company is facing the risk of uncertainty

income from jig products. Despite of this, the

Company does have a long-term relationship with

customers, along with high product quality, which

enables it to secure the sales of jig products. The

low volume jig products from AAPICO Group are

regarded as products from the best designers

and manufacturers in South East Asia. For the high

volume project, the Company is able to fulfill

the requirement as a second-tier suppliers for full

service and as a global supplier. We have been

contacted by major companies to support their

projects in China and Thailand.

33

ANNUAL REPORT 2009

3. Quality ControlProduct quality is one of the key success

factors in automotive manufacturing industry.

Defective products would have adverse negative

affect on both financial and on its reputation. The

Company will face risk of losing customers if it

could not meet the quality standard set by customers.

However, the Company has the goal of gradually

reducing the defective part to 0%, thus has

extensively invested in standardizing and controlling

its productûs quality. The Company has successfully

passed and been certified for ISO/TS 16949 in 2005.

Furthermore, the Company has provided warranty

which normally is stated in the purchasing contract

which allows customers to claim for defected parts.

4. Labor relationLabor union in automotive industry is

considered to be a strong and binding entity. With

the strong growth of the car industry, the labor force

has demanded higher compensation. In the case that

strikes occur, the normal operation of the Company

could be largely affected. Nevertheless, the Company

has engaged in developing communication and

providing adequate fringe benefit to avoid labor

disputes and production disruptions.

5. Implementation for safety, environment andcommunities

The business nature of AAPICO Hitech PLC.

could pose potential risk concerning dangers

and losses. In order to reduce such risks, the

Company has set up a clear policy concerning

safety, environment and communities along with

continual training on a regular basis. By emphasizing

on design process, manufacturing infrastructure

and manufacturing system, the Company is able to

minimize potential losses and dangers resulted from

its operation.

The Company has set up activities that

promote clean and safety work environment

including 5S activity which emphasize on building up

work standard to increase the product number per

work unit, establishing working environment to be

safe, clean, stay in perfect order, and easy to detect

any unusual occurrence.

Moreover, the Company has achieved the

Environmental standard ISO 14001 a certified

standard for environmental management. This acts

as a proof for the Company in its ability to effectively

deal with the environmental issue.


Shareholding Structure

As of February 17, 2010, the Company has total shares of 268,874,300 and the top ten list of

shareholders according to the share registrar book is shown below.

No. Shareholders Number of shares Percentage

1 Yeap Family 88,590,210 32.95%

2 Sojitz Corporation 42,360,000 15.75%

3 Jurangkool Family 25,750,000 9.58%

4 Thai NVDR Co., Ltd. 7,285,801 2.71%

5 Mrs. Kannika Kartiwithcha 7,103,045 2.64%

6 Mr. Surin Napapruekchart 7,051,300 2.62%

7 Mr. Preecha Leelasithorn 5,000,000 1.86%

8 Ms. Sunee Seireepanu 4,000,000 1.49%

9 Mr. Somphong Paernchoke 3,930,200 1.46%

10 Mr. Prasong Tarachai 3,500,000 1.30%

Shareholding Structureand Management

Limited of Foreigner ShareholdersForeign shareholders cannot hold shares of

the Company more than 49 percent of the outstanding

and paid-up shares. On February 17, 2010, 41.77%

of the total shares is held by foreigners.

ManagementThe Companyûs management structure as

at December 31, 2009 consists of 3 groups of

committees as follows:

a) The Board of Directors

b) The Audit and Corporate Governance committee

c) The Nomination and Compensation Committee

A. Powers and Duties of the Companyûs Boardof Directors

The Board of Directors shall have the power

and duty to manage the Company in compliance

with the laws, objects, and articles of association

and resolution of shareholders with honesty and

care for the shareholdersû interests. The Board of

Directors is responsible for the supervision of

the Companyûs management in order to achieve

maximum benefit for the shareholders and do so

within the framework of good ethic and good moral

principle.

The Board of Directors may authorize directors

to form an executive committee in order to perform

any acts except for the following which must be

performed after first obtaining the approval from

the shareholders.

1) The subject which the law requires of the

shareholders.

2) The transaction which the directors have

interest therein and that the law or Regulations

of the Stock Exchange requires the resolution

of the shareholders. For any transaction in which

the directors or other persons might have

a conflict of interest with the Company or the

affiliated company, such directors or persons

who have the conflict in the transaction shall

not have any voting rights.

35

ANNUAL REPORT 2009

The following cases must be approved by

the Board of Directors and the shareholders with the

votes of not less than 3/4 of the total votes of the

shareholders attending and entitled to vote:

1) Any sales or transfer of the entire or significant

part of the Companyûs business.

2) Any purchase or taking over of other firms by

the Company.

3) Any making, amendment or termination of

contracts with respect to the granting of a

lease of the whole or significant part of the

business of the Company, the assignment of

the management of the business of the Com-

pany to any other person or the amalgamation

of the business with other persons with the

purpose of profit and loss sharing.

4) The amendment to the Memorandum of

Association.

5) The increase, decrease of capital, the issuance

of debentures, the amalgamation or dissolu-

tion of the Company.

In supervising all the Companyûs business,

the Board of Directors has determined to have the

authority and responsibility in approval the following

matters:

1) The Companyûs quarterly business performances

comparing to the plan and budget and the

consideration of the further trends of the year.

2) Related-party transaction between the Company,

subsidiaries, associated companies and the

related persons in part of the transactions

that are not met with the requirements of

the Stock Exchange and the Securities and

Exchange Commission.

3) Any transactions that would highly affect the

Companyûs capital structure

4) Payment of the interim dividends.

5) Employment of the President and senior

executives.

6) Approval of the amount of salaries and

bonuses of the annual remuneration adjustment

of the executives and employees.

7) The appointment, proposal and the termination

of the Companyûs Directors and secretary

status.

B. Powers and Duties of Audit and CorporateGovernance Committee:

The Audit Committee has the following duties

and responsibilities:

1. Ensure that the Company maintains accurate

and sufficient financial statement in accordance

with the accounting standard.

2. Ensure that there is sufficient and efficient

internal control and internal audit.

3. Consider, select, and appoint the auditor.

4. Ensure that the Company performs in

accordance with the Securities and Exchange

laws, regulations of the Stock Exchange of

Thailand, and laws concerning the business of

the Company.

5. Consider the disclosure of information of the

Company for matters that may constitute a

related transaction or have any conflict of

interest to be full and accurate.

6. Prepare the report of the Audit Committee

to be revealed in the annual report of the

Company which shall be signed by the

Chairman of the Audit Committee.

7. Report the Audit Committeeûs performance

to the Board of Directors every quarter.

8. Any other matters assigned by the Board

of Directors and approved by the Audit

Committee.

C. Powers and Duties of the Nomination andCompensation Committee:

The scope of duties and authorities of the

Nomination and Compensation Committee are as

follows:

1. To determine the policy, criteria and procedures

of the nomination of the Directors of the

Company and Executives from the level of the

Division Manager, to present to the approval

of the Board of Directors;


2. To select and propose the persons who

are qualified and suitable for the following

positions for proposing to the Board of Directors:

(1) Directors of the Company;

(2) Executives from the level of the Division

Manager;

3. To oversee the Board of Directors to have the

size and elements suitable to the organization

including to adjust and keep up with the change

of the circumstances, where the Board of

Directors shall consist of the persons with

the knowledge, competent and experience in

several fields.

4. To determine the policy of payment of the

compensation and other benefits including the

compensation and other benefits given to the

Directors and the Executives from the level of

the Division Manager, with the clear, express

and transparent criteria, for proposing to the

Board of Directors for approval.

5. To oversee the Directors and the Executives

from the level of the Division Manager to

receive the compensation suitable to their

duties and responsibil it ies, where the

Directors and the Executives from the level

of the Division Manager who are assigned

more duties and responsibilities shall receive

more compensation in order to suit the

assigned duties and responsibilities.

6. To determine the guideline for the evaluation

of the works of the Board of Directors and

the Executives from the level of the Division

Manager, for purpose of considering the

adjustment of the annual remuneration, by

taking into account of the responsibilities and

the risks involved, including to pay attention

to the increase of the shareholdersû equity

in long term as a part of evaluation.

7. To be able to call the documents from the

related person for consideration and provision

of opinion.

8. Report its resulting performance to the Board

of Directors at least once a year.

9. Carry out other tasks designated by the

Board of Directors.

10. To consider other related matters.

List of DirectorsBelow is the list of Directors and position in the Audit Committee and Nomination and Compensation

Committee as of December 31, 2009.

AuditNomination and

Name Board of DirectorsCommittee

Compensation

Committee

Mr. Yeap Swee Chuan Chairman & Executive Director

Madam Teo Lee Ngo Executive Director

Mr. Hiroto Murai Director

Mr. Shigeyuki Eto Executive Director

Mr. Kenneth Ng Independent Director

Mr. Pipat R. Punya Independent Director Chairman Chairman

Mrs. Porntipa Praditsuktavorn Independent Director Member* Member

Mr. Supasak Chirasavinuprapand Independent Director Member Member

* Mrs. Porntipa Praditsuktavorn is the member of the Audit Committee with accounting and financial

background.

37

ANNUAL REPORT 2009

Independent DirectorThe purpose of the independent directors

is to protect the interests of the shareholders in a

fair and impartial manner in order to achieve the

maximum benefit to the shareholders. This is done

by exercising independent decision without any

conflict of interest.

Each independent director shall comply with

the following requirements:

1. Holding shares not exceeding one percent

of the total number of paid-up capital of

the Company, and any affiliated company

including shares held by related persons of

such independent director;

2. Shall not be an executive director, employee,

staff, who receives salary from the company,

and any affiliated company;

3. Shall not be a related person or close

relative of the Companyûs executive or Major

Shareholders;

4. Shall not be an auditor of the Company,

and any affiliated company;

5. Shall not a provider of any professional

services including those as legal advisor or

financial advisor who receives service fees

exceeding two million baht per year from

the Company, and any affiliated company.

6. Shall not be a director appointed as

representative of the Companyûs directors

or major shareholders;

7. Shall be capable of performing duties, giving

opinions, and reporting the results of work

performance according to the duties entrusted

by the Board independently from the control

of Management or Major shareholders of the

Company.

Board of Directorsû Meeting

Audit & CG Nomination &

Name Attendance (Times) Committee Compensation

Meeting Committee Meeting

Total Held 7 TimesTotal Held 4

Total Held 2 TimesTimes

Mr. Yeap Swee Chuan 7 - -

Madam Teo Lee Ngo 7 - -

Mr. Hiroto Murai 2 - -

Mr. Shigeyuki Eto 0 (effective as director from - -

30/12/2009 onward)

Mr. Ichimura Yoshiaki 0 - -

Mr. Kenneth Ng 5 - -

Mr. Pipat R. Punya 7 3 2

Mrs. Porntipa Praditsuktavorn 7 3 2

Mr. Supasak Chirasavinuprapand 6 2 2


Board of Directors Audit Committee

President & Chief Executive OfficerYeap Swee Chuan

Executive Director Director Director Executive DirectorFinance & Admin. Operations & Marketing Project & Die Corp. Planning & Business Development

Teo Lee Ngo Goh Him Peow John Raymond Drew Shigeyuki Eto

Manager General Manager General Manager Manager General ManagerFinance & Accounting Operations Project & Die Production System Development Business DevelopmentKannika Kartiwithcha Yugijo Daud Kawee Wasaruchareekul Sattha Peth-In Yusuke Hiwatashi

Authorized DirectorsAuthorized Directors

Mr. Yeap Swee Chuan, Madam Teo Lee Ngo,

Mr. Hiroto Murai any two of these three directors

jointly sign together with the Companyûs seal affixed.

Company SecretaryMr. Varot Kamolchotiros is the company

secretary.

For the fiscal year 2009, all independent di-

rectors of AAPICO Hitech PLC. (çCompanyé) do not

have any related businesses or services with the

Company for the amount more than the amount

stated in the Security Exchange Commission

Announcement Tor Jor 28/2551.

Director and Management RecruitmentThe directors are elected by the shareholders

meeting as follows:

a) Each shareholder has one share equal one

vote.

b) Each shareholder can vote for some of or all

of the directors but can not split share voting

c) If two directors have the same number of

votes, the chairman of the meeting has the

casting vote

Dividend PolicyThe Company and its affiliates have a policy

to pay dividend of not less than 10% of the net

profit after tax.

Organization Chart of AAPICO Hitech PLC.

39

ANNUAL REPORT 2009

Directors Remuneration for Fiscal Year 2009

Board of DirectorsAudit & CG Nomination &

NameCommittee Compensation Committee

Bonus TotalMeeting Attendance Attendance Fee Attendance Fee

Allowance Fee

Mr. Yeap Swee Chuan - - - - - -

Madam Teo Lee Ngo - - - - - -

Mr. Hiroto Murai - - - - - -

Mr. Shigeyuki Eto - - - - - -

Mr. Ichimura Yoshiaki - - - - - -

Mr. Kenneth Ng 225,000 15,000 - - - 240,000

Mr. Pipat R. Punya 250,000 22,500 - - - 272,500

Mrs. Porntipa225,000 22,500 - - - 247,500

Praditsuktavorn

Mr. Supasak225,000 15,000 - - - 240,000

Chirasavinuprapand

Executives Remuneration

2008 2009

No. of executives Amount No. of executives Amount

Salary - Baht 13.16 million

Bonus - Baht 0.65 million

Provident Fund - Baht 0.43 million

Total 11 Baht 26.70 million 10 Baht 14.24 million


AAPICO Hitech Group Head Count Total: 3,349 Employees (as at December 31, 2009)

The Company has recruited a number of competent expatriates with relevant skills to enhance thedevelopment of the Company,

Expatriate Staff (In Thailand)Japanese 6 PersonsMalaysian 4 PersonsAustralian 2 PersonsChinese 2 PersonsBurmese 1 PersonIndian 1 PersonGerman 1 PersonFrench 1 PersonFilipino 1 PersonBritish 1 Person

Department Number of persons as at December 31, 2009

Jigs 51Dies 74OEM Auto Parts 691Chassis Frame 529Auto Parts Precision Forging 1,253Car Dealership 190Precision Plastic 465Car Navigator 30Others 66Total 3,349

Management Team1. Mr. Yeap Swee Chuan President & CEO2. Madam Teo Lee Ngo Executive Director of Finance & Administrative Department3. Mr. Shigeyuki Eto Executive Director of Corporate Planning & Business Development4. Mr. Goh Him Peow Director of Operations & Marketing5. Mr. John Raymond Drew Director of Project & Die Department6. Mr. Yugijo Daud GM of Operations7. Mr. Kawee Wasaruchareekul GM of Project & Die Department8. Mrs. Kannika Kartiwithcha Manager of Finance & Accounting9. Mr. Sattha Petch-in Manager of Production System Development Department10. Mr. Yusuke Hiwatashi GM of Corporate Planning & Bussiness Development

Employees

41

ANNUAL REPORT 2009

The Board of Directors adheres to the guideline

for listed companies which conforms to the guidance

of the Stock Exchange of Thailand regarding good

governance practices. This guideline comprises five

principles which shaped the Companyûs governance

practices in 2009 as follows:

1. Rights of ShareholdersThe Company has encouraged the shareholders

to exercise their rights including basic statutory

rights, profit-sharing right, rights in shareholderûs

meeting, right to express opinions, right to take part

in decision-making process on important matters.

Additionally, the Company has taken actions to

promote rights exercised by shareholders as follows:

1.1 Information in the notice of meeting for

attendance in shareholdersû meeting includes

several matters in meeting agenda.

1.2 The notice of meeting in both Thai and

English will be delivered before meeting date

to allow shareholders to study relevant

information in advance.

1.3 Shareholdersû minutes of meeting report

will be publicized on the Companyûs website

within 14 days after the meeting date.

1.4 In the notice of meeting, the shareholders

were provided with the criteria and procedures

concerning how to attend the meeting and

individual agenda information.

1.5 The shareholders were entitled to express

their opinions and pose questions at the

meeting before any resolutions were made,

details of which are recorded in the Minutes

of Annual General Meeting of Shareholders.

2. Equitable Treatment to ShareholdersThe Board of Directors is always concerned

with equitable treatment of all shareholders whether

they are major, minor, institutional or foreign investors.

The Company has taken more actions to

promote Equitable Treatment to Shareholders as

follows:

2.1 Minor shareholders are allowed to propose

an agenda item in advance to be considered

as an agenda item in the Annual General

Meeting in the Companyûs website.

2.2 Minor shareholders are also allowed to

propose qualif ied personûs names for

nomination as directors in advance.

2.3 The Board of Directors grants at least 1

independent director in the notice of meeting

to be shareholdersû proxy in voting on their

behalf.

2.4 Ballot papers are used in significant voting

such as the nomination of directors.

2.5 The Board of Directors has measures to

prevent any director, management executive,

and employee from unscrupulously benefiting

from insider information for own interest.

3. Roles of StakeholdersThe Board of Directors recognizes the rights

of various stakeholder groups and entails good

cooperation between the Company and these

stakeholders.

3.1 The Company treats all employees equitably

and stipulates suitable remuneration and

welfare for them. The Company continues

to develop employeesû knowledge and

capacities through training. Moreover, the

Company allows employees to express their

opinions by providing complaint channels.

3.2 The Company has protective measures for

employees who report illegal actions or

violations to encourage employees to express

opinions and give information.

Corporate Governance


3.3 The Company is committed to improve

efficiency by ensuring product quality and

on-time delivery to achieve highest customer

satisfaction and protects customerûs interests.

The Company also continuously performs

its cost reduction activities to maintain

competitive pricing.

3.4 Competitors are treated under a fair and

honest competition framework.

3.5 The Company has run a number of activities

to promote quality of life and environment

in surrounding communities. Activities in 2009

include donation to underprivileged children,

blood donation, scholarship projects, etc.

3.6 The Companyûs environmental management

systems are actively promoted.

4. Disclosure and TransparencyThe Board of Directors is highly concerned

that disclosure of financial and other information is

made with accuracy, completeness, timeliness and

transparency in accordance with certified accounting

standards and is audited by an independent auditor.

4.1 The Board of Directors assigns the executive

directors to report the Companyûs information

and the management to involve in investor

relationsû activities.

4.2 The Board of Directors discloses their duties

and responsibilities, the number of meetings

and the number of attendance of each director

in each meeting in 2009.

4.3 The Board of Directors discloses the

remuneration of directors and management.

5. Board ResponsibilitiesThe Board of Directors recognizes the

importance of its duties and responsibilities in

managing the Company with transparency and

consideration of maximum benefit for the Company

and shareholders. There is a clear separation

of duties and responsibilities between the Board

of Directors and the Management to ensure that the

Company operates in a lawful and ethical manner.

The Board of Directors consists of directors

with various qualifications in terms of skills,

experience and expertise which are beneficial

to the Company. The directors also commit to

their responsibilities and make all efforts to create

a strong board of directors.

5.1 The current structure of the Board of Directors

set an appropriate number of its members

and composition with a number of independent

directors equivalent to at least one-third of

the board size, but not less than three.

5.2 The Companyûs disclosure in the Annual

Report of the list of directors as well as their

backgrounds, qualifications, experience and

the number of shares held indicates that the

Board of Directors possesses knowledge,expertise, experience and qualifications that

are useful for the Company.

5.3 The Companyûs definition of independent

directors follows the minimum qualification

specified by the SEC.

5.4 The Board of Directors clearly stated the

term of service of directors.

5.5 The Company discloses the information about

board membership positions of individual

directors to shareholders.

5.6 Each director shall hold boardûs positions of

registered companies for not more than 5 com-

panies. To hold a position in other boards for

more than 5 companies, the Companyûs Board

of Directors shall consider and decide to give

an approval.

5.7 The Board of Directors distinctively separates

roles and responsibilities of the Directors

and the Management.

43

ANNUAL REPORT 2009

5.8 The Board of Directors reviews and approves

key business matters such as the vision and

mission of the company, strategy, financial

targets, risks, major plans of action and budget.

5.9 The Board of Directors closely monitors the

Managementûs compliance to the Companyûs

policies.

5.10 The Board of Directors sets a clear guideline

on the approval of transactions with conflict

of interests. For instance, persons who have

an interest in the transaction cannot participate

in the decision making process.

5.11 The Board of Directors ensures that an

internal control system is in place, including

financial, compliance, and policy control by

assigning a person to independently audit

and report on the system.

5.12 The Board of Directors establishes a risk

management policy to cover all activities

of the Company, assign management to

implement the policy and request a report

from management regularly.

5.13 The Board of Directors sets its meeting

schedule in advance and notifies each

director of the schedule to allow each

member to manage time to attend the

meetings. Moreover, the meeting documents

are sent to each director 7 days before the

Board of Directorsû meeting.

5.14 Board remuneration is in accordance with

the Companyûs policy and proposed to the

shareholders for approval.

5.15 The Board of Directors has policies and

methods to facilitate training for the new

directors about roles of directors as well as

the nature of the business and the operations

of the Company.

5.16 The Board encourages continuous training

for all internal parties related to corporategovernance such as directors.


Inside Information andInternal ControlInside Information

The Company prohibits the use of inside

information by directors, executives, and staffs

for personal or othersû gain and has implemented

the followings measures:

1. The Company has informed Companyûs

executives and subsidiary companyûs

executives that the use of inside information for

personal or othersû gain is strictly prohibited.

2. The Companyûs directors and executives

undertake to submit the Report of Change in

Securities Holding (Form 59-2) resulting from

acquisition, disposition, transfer or being

transferred for securities to the Office of

the Securities and Exchange Commission.

3. It is hereby announced that directors,

executives, and staffs who have acquired

inside information which could potentially

have significant impact on the securities

trading prices do not use this information

for personal or othersû gain. Any directors,

executives, or staffs who violate the Companyûs

policy resulting in derogation or damage to

the Company are subject to its penal measures

and legal action taken by coordinated, relevant

regulatory authorities.

Internal ControlThe audit committee has evaluated the

adequacy of the internal control of the Company

and its subsidiaries and considers that the Company

and its subsidiaries have an effective internal

control system where the results were in compliance

with the defined procedures and consistent

with governmentally statutory provisions and the

corporate governance policy. By following the

accounting standard, the internal control of the

Company is in place without significant deficiencies

where the details of internal control could be

summarized as follows:

Organization and EnvironmentThe Company has set its goal and vision

for employees to follow in order to achieve the

planned operating performance where budget

planning and monthly management reviews are

put in place to fulfill its goal.

The Company also sees importance in

developing its manufacturing processes for

standard products where it has achieved the

ISO/TS 16949 and ISO 14001 certification and

responsible units are assigned to undertake the

inspection and monitoring for compliance with

requirements.

Risk ManagementTop management has on a regular basis,

monitored the potential risk factors and has tried its

best to control those risk factors by implementing

various tools as discussed in the Risk Management

section.

Control ActivityThe Company has emphasized on implement-

ing a strong control activity as follows:

ë The Company has adequate control for the

misuse of companyûs asset for the benefit of

executives and directors.

45

ANNUAL REPORT 2009

ë Major duties have been segregated to

prevent potential fraud. This segregation of

duties includes segregation of duty between

authorization, recording and custody of assets

Information System and DataCommunication

The Board of Directors is provided with

important information in form of an analytic

report containing principle and reason comparison

and supporting documents delivered 7 days in

advance before the meeting. The Company secretary

is responsible for giving advices about regulations

and rules of the Securities Exchange Act, B.E. 2551,and the Public Company Limited Act, B.E. 2535 that

the Board needs to be acknowledged, overseeing

Board activities, coordinating to ensure compliance

with Board resolutions, and acting as a center of

making and filing documentation, such as director

registry, notices of Boardûs meetings, minutes of

Boardûs meetings, notices and minutes of

shareholdersû meetings because AAPICO Hitech PLC.

has been listed on the stock exchange since 2002.

The Audit Committee, auditors and concerned

people take part together in completing the Companyûs

financial statements every quarter to ensure that

the generally accepted accounting standards have

been complied with. In addition, supporting documents

for accounting records and accounts are fully kept

for transparency and to be used for operational

objectives.

The Company has implemented the Oracle

Enterprise Resource Planning (ERP) system

throughout the organization in order to improve

the Companyûs information technology system

and data communication


Disclosure of related transactionsDuring the year, the Company had related

transactions with its subsidiaries, associates, and

related companies. Such transactions arose in the

ordinary course of business and were concluded on

commercial terms and bases agreed upon between

the Company and those related parties. These

transactions are disclosed in Item 6 of the Notes

to the Financial Statements for the year ended

December 31, 2009.

Necessity and justification for related transactionsThe Company increased the capital in some

of its subsidiaries during 2009. The Company also

transferred its investment in one of its subsidiaries

to other investment.

The related transactions have been reviewed

by the Companyûs Audit Committee. Most of the

trading among AAPICO Group was the purchase/

sale of OEM auto parts, jigs, and dies at the market

price level. The trading of products and services,

including the acquisition of related assets represent

normal business activities of the Company. They

are also deemed to be justified and necessary for

the Companyûs operations with the highest benefit

to the Company being a primary consideration.

The calculation of interest was subject to

the interest rate of the bank. The loan among the

related parties was done only under necessary and

urgent conditions.

Policies or trends relating to future relatedtransactions

With regard to future related transactions

which will arise as part of normal business

operations, the Company has a policy to have

the purchase/sale price of products and services

to such related parties calculated at comparable

prices adopted with outsiders.

Future related transactions will be considered

by the Board of Directors in compliance with

securities and the Stock Exchange, regulations,

announcements or orders of the Stock Exchange

of Thailand. Furthermore, as specified by the

Association of Thai Accountants and Certified

Auditors, the Company will comply with accounting

standards concerning information disclosures ofconnected transactions.

However, in the event of related transactions

with parties with a potential conflict of interest, or

vested interests, or possible future conflict of interest,

the Company will assign the Audit Committee to

provide its opinion on the necessity and justification

of the transaction. If the Audit Committee does

not possess sufficient expertise to review the

transaction, the Company will assign an independent

expert to express an opinion on the said transaction.

The information is then provided to the Board of

Directors or Shareholders, as relevant, to be used in

the decision making process. In addition, details of

the related transactions are disclosed in the Notes

to the Financial Statements, which have been

audited by the Companyûs auditors.

Related Transactions

47

ANNUAL REPORT 2009

Overview of Business in 2009AAPICO Hitech PLC. and its subsidiaries operate in the automotive parts manufacturing business.

The revenue derives mainly from 6 business units which are: 1. Design, manufacture and installation of car

assembly Jigs 2. Design and manufacture of Dies 3. Manufacture of OEM Auto Parts 4. Manufacture of

Chassis Frame 5. Manufacture of automotive Forging Parts and 6. Automobile Sales and Services.

The product which contributed most to the revenue of the Company in 2008 and 2009

according to the consolidated financial statements was the Chassis frame which represented 32.19%

and 25.50% of the total revenue respectively. The second highest contributing section is dealership with

sales of 20.32% of revenue in 2008 and 28.29% of revenue in 2009.

The overall sales in 2009 decreased in correlation to the drop in industry sales, as the total vehicles

sold decreased by 11% during 2009. Although the Companyûs sales dropped during Q1 to Q3, 2009,

the figure began to rise slightly during the fourth quarter which marks a sign of recovery.

ManagementûsDiscussion and Analysis

Profit and Loss analysisRevenue Analysis

In 2009, AAPICO Group generated total revenue of Baht

7,365.77 million dropping from Baht 9,512.70 million in 2008. This

23% drop in sales volume resulted mainly from the effect of

the worldwide economic crisis. The Automotive industry has

been greatly affected by such drop in consumer demand. As an

automotive supplier, many purchase order have been reduced,

thus impacting the overall sales of the Company.

Sales for OEM Press Parts Manufacturing have decreased

by 22.63% from Baht 6,572.34 million in 2008 to Baht 5,085.08

million in 2009. The decrease is mainly due to the impact of

the reduction in consumer demand in 2009.

The demand for jigs is cyclical and relies on project-base,

the sales from jigs in the year 2009 is humble with the value of

Baht 15.90 million compare to Baht 151.05 million in 2008. The

largest sales contribution is from sales to China with the volume

around Baht 10 million.

For dies design and manufacturing, the sales drop from

Baht 165.17 million to Baht 145.28 million or 12.04%. We had

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○


local delivery dies to AAT which allows us to generate revenue

for Baht 102.46 million during 2009.

Sales for Car dealership increased from Baht 1,932.51

million to Baht 2,083.76 million in the year 2009. This 7.83%

increase in sales mainly contributed from the increase in car

sold in Malaysia.

Cost and Expense AnalysisCost of goods sold

The cost of goods sold in 2009 was Baht 6,756.41 million

compared to Baht 8,412.21 million in 2008 decreasing as a

result of the sales volume reduction. The cost of goods sold

when compared to sales volume, equaled 95%, an increase of

1% from 2008 due to the rise in raw material price particularly,

steel and provision for inventory for Baht 60 million.

Selling and Administrative ExpenseSelling and Administrative Expenses for 2009 were Baht

522.78 million, decreasing from Baht 591.22 million from in 2008

or a decrease of 11.58%. The reduction in cost was less than

the sales reduction, one of the reasons is from the bad debt

provision for Baht 20 million.

Financial ExpenseThe finance cost of the Company was Baht 128.50

million, this amount increased from 2008 by 6% from Baht

121.04 million. This increase mainly resulted from the increase

in the term loan for Baht 392.88 million.

Operating ProfitThe Companyûs operating profit was Baht 55.18 million

which decreased from the balance in the year 2008 by 85%

from Baht 358.95 million. The exchange loss was Baht 8.2 million

while there is not any loss on impairment of investments this

year.

Net Profit (Loss)In the year 2009, the net profit of AAPICO Group was

negative Baht 116.33 million or -1.47% of total sales. This figure

decreases from the figure of last year by 4%.

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

49

ANNUAL REPORT 2009

Financial Standing AnalysisAssets

The consolidated total assets of the Company in 2009

and 2008 were Baht 9,545.46 million and Baht 9,262.29 million

respectively. The increase in total assets mainly resulted from

the purchase of property, plant and equipment to support

the capacity expansion.

Accounts ReceivableThe Companyûs net accounts receivable as of December

31, 2009 and December 31, 2008 was Baht 1,114.67 million

and Baht 1,124.03 million respectively. The average collection

period for the year 2009 is 57.43 days compared to 52.23 days

in the year 2008.

InventoryThe inventory of the Company in the year 2009 was Baht

643.78 million which decrease from the value in 2008 for 15%.

The inventory turnover days increase from 32.28 days in the

year 2008 to 37.82 days in the year 2009. This increase

was resulted from the decrease in sales of product with cyclical

demand namely Jigs and Dies. Since the sales during the year

were less, while the material used in production is still piled

up, the turnover days of the inventory increase.

Property, Plant and EquipmentThe property, plant and equipment of the Company

as of December 31, 2009 was Baht 4,975.31 million compared

to Baht 4,506.43 million as of December 31, 2008. This 10%

increase is mainly resulted from machinery and equipment

purchased to increase production capacity and from the new

land acquired in Rayong to build a new factory.

LiabilitiesAs of December 2009, the total liability of the Company

was Baht 5,243.90 million which comprised short-term liability

of Baht 4,347.29 million and long-term liability of Baht 896.61

million. Some portion of the long-term loan was reclassified

to be short-term loan due to the unmet covenants,

The debt to shareholderûs equity ratio in 2009 was

0.67, this figure remains the same as in 2008. This ratio indicates

the low leverage status of the Company which shows its low

bankruptcy risk status.

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○


Shareholderûs EquityIn 2009, AAPICO Hitech PLC. decided to reduce its

paid-up capital as the Company purchased shares back from

the market and did not re-sell in time according to the public

Company Act. The paid-up capital was decreased by writing

off treasury stock of Baht 13,485,700 or 13,485,700 shares at

the price of 1 Baht per share effective as of February 5, 2010

Issued and Paid-up CapitalOld : Baht 282,360,000

Number of common stocks 240,000,000 SharesNumber of preferred stocks 42,360,000 Shares

New : Baht 268,874,300Number of common stocks 226,514,300 SharesNumber of preferred stocks 42,360,000 Shares

Par Value : Baht 1

Cash flow AnalysisAccording to the consolidated financial statements as of

December 31, 2009, the net operating cash flow of the Companywas Baht 697.38 million, Net Investing cash flow of theCompany was Baht -470.32 million mainly reduced from thepurchase of property, plant and equipment and the increase inloan to related party. Net financing cash flow was Baht -193.14million. The change in this financing cash flow is due to the payback of both short-term and long-term loan for Baht 1,049.70million; also, we have the increase in long-term loan for Baht1,001.38 million.

Major factors and influences potentially affecting futureoperations or financial standings

2009 was a big hit for many automotive manufacturingcompanies. With the global recession affecting the consumersûconfidence in purchasing, many orders have been reducedand substantially affected the sales figure. Nevertheless, theCompany has developed strategic plans to reduce the effect ofsuch economic slowdown. The Company has been extensivelyconducting research and searching for investment opportunitiesand has been able to win many new projects particularly thosefor eco-car which is currently being supported by the governmentûsstimulus package. Activities and projects on cost reduction havebeen vigorously initiated, in order to improve the productionefficiency. With all these factors, the Company believe it couldsuccessfully get through the economic crisis and regain itscompetitive advantages especially during the year 2010 in whichthe automotive industry is expected to revive again.

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

51

ANNUAL REPORT 2009

The Audit Committee of AAPICO Hitech PLC. was appointed by the Board of Directors of the Companyto carry out the business regulation within the scope of responsibilities assigned by the Board of Directors.

The Audit Committee consists of 3 independent directors as follows:

1. Mr. Pipat R. Punya Audit Committee Chairman2. Mrs. Porntipa Praditsuktavorn Audit Committee Member3. Mr. Supasak Chirasavinuprapand Audit Committee Member

The Audit Committee has carried out the works under its duties and responsibilities as follows:

1. Ensure that the Company maintains accurate and sufficient financial statement in accordance with theaccounting standard.

2. Ensure that there is sufficient and efficient internal control and internal audit;3. Consider, select, and appoint the auditor.4. Ensure that the Company performs in accordance with the securities and exchange laws, regulations of

the Stock Exchange of Thailand, and laws concerning the business of the Company.5. Consider the disclosure of information of the Company for matters that may constitute a related

transaction or have any conflict of interest to be full and accurate.6. Prepare the report of the Audit Committee to be revealed in the annual report of the Company which shall

be signed by the Chairman of the Audit Committee.7. Report the Audit Committeeûs performance to the Board of Directors every quarter.8. Any other matters assigned by the Board of Directors and approved by the Audit Committee

During the fiscal year ended as at December 31, 2009, the Audit Committee held 4 meetings in total. TheAudit Committee conducted its audit independently and provided recommendations in the relatedissues with a good co-operation from the executives, the internal audit officers, and the auditor of the Company.

In conclusion, the Audit Committee, having considered the audit report, has the same opinion withthe auditor that the financial statements of the Company conforms to the general accounting standard, hasadequate information disclosures, has the internal audit system in good level, has transparent administration, anddoes not have any material issue concerning the non-compliance with the related regulations.

For the 2009 financial statements. the Audit Committee proposed the Board of Directors to appointErnst & Young Limited as the Companyûs auditor following the past year. This is because Ernst & Young hasthe widely recognized auditing standard. The proposal to appoint the auditor would be presented to theAnnual General Meeting of the shareholders for further approval.

Mr. Pipat R. PunyaChairman of Audit Committee

Report of the Audit andCorporate GovernanceCommittee


To the Shareholders of AAPICO Hitech Public Company Limited

I have audited the accompanying consolidated balance sheets of AAPICO Hitech Public CompanyLimited and its subsidiaries as at December 31, 2009 and 2008, the related consolidated statements ofincome, changes in shareholdersû equity and cash flows for the years then ended, and the separate financialstatements of AAPICO Hitech Public Company Limited for the same periods. These financial statementsare the responsibility of the management of the Company and its subsidiaries as to their correctness and thecompleteness of the presentation. My responsibility is to express an opinion on these financial statementsbased on my audits. I did not audit the financial statements of the subsidiaries for the years ended December31, 2009 and 2008 as discussed in Note 10 to financial statements. As at December 31, 2009 and 2008, thesubsidiariesû financial statements as included in the consolidated financial statements presenttotal assets of Baht 1,136 million and Baht 905 million, respectively, and revenues for the years then endedof Baht 2,203 million and Baht 1,641 million, respectively. The financial statements of the above subsidiarieswere audited by other auditors whose reports, which have been furnished to me, expressed unqualifiedopinions. My opinion in so far as it relates to the amounts of the various transactions of those companiesincluded in the consolidated financial statements is based on the reports of those auditors.

I conducted my audits in accordance with generally accepted auditing standards. Those standardsrequire that I plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. I believe that my audits, together with the reports of the other auditorsdiscussed in the first paragraph, provide a reasonable basis for my opinion.

In my opinion, based on my audits and the reports of other auditors, the financial statements referredto above present fairly, in all material respects, the financial position of AAPICO Hitech Public CompanyLimited and its subsidiaries and of AAPICO Hitech Public Company Limited as at December 31, 2009 and2008 and the results of their operations and their cash flows for the years then ended, in accordance withgenerally accepted accounting principles.

Under my report dated March 2, 2009, I expressed a qualified opinion on the consolidated financialstatements of AAPICO Hitech Public Company Limited and its subsidiaries for the year ended December 31,2008, because the Company recorded investment and share of loss from investment in an associatedcompany based on financial statements prepared by the management of such associated company, whichwere not yet audited by its auditor. However, during the current year the Company received the auditedfinancial statements for the year ended December 31, 2008 of that associated company, whose auditorexpressed an unqualified opinion on those statements. The differences between the audited financialstatements and the financial statements prepared by the management of that associated company did notsignificantly affect the consolidated financial statements of AAPICO Hitech Public Company Limited and itssubsidiaries for the year 2008. My present opinion on the 2008 consolidated financial statements, presentedherein for comparative purposes, therefore differs from that previously expressed.

Vissuta JariyathanakornCertified Public Accountant (Thailand) No. 3853

Ernst & Young Office LimitedBangkok: 2 March 2010

Report of IndependentAuditor

53

ANNUAL REPORT 2009

AAPICO Hitech Public Company Limited and its subsidiaries

As at December 31, 2009 and 2008

(Unit: Baht)

Consolidated Separate

financial statements financial statements

Note 2009 2008 2009 2008

Assets

Current assets

Cash and cash equivalents 219,752,569 199,586,567 21,085,858 7,644,743

Current investment - investment unit in open-end funds 85,240,276 162,025,210 19,047,330 65,031,494

Trade accounts receivable

Related parties 6 2,462,432 296,108 52,650,283 35,717,341

Unrelated parties - net 1,112,210,053 1,123,730,874 205,901,496 171,266,903

Total trade accounts receivable - net 7 1,114,672,485 1,124,026,982 258,551,779 206,984,244

Unbilled contract works receivable 6,859,876 20,402,795 1,850 20,402,795

Advances and short-term loans to related parties - net 6 25,992,563 54,406,755 283,429,920 203,055,046

Dividend receivable from related party 6 5,262,404 5,799,384 5,262,404 5,799,384

Share subscription receivable - related party 6 2,400,000 2,500,000 - -

Inventories - net 8 643,784,524 756,418,298 199,446,230 225,200,782

Other current assets 228,760,592 164,593,078 14,640,931 27,317,107

Total current assets 2,332,725,289 2,489,759,069 801,466,302 761,435,595

Non-current assets

Restricted bank deposits 9 10,517 1,010,460 - -

Long-term loans to related parties 6 89,390,000 9,500,000 2,500,763,350 2,154,633,626

Investments in subsidiaries - net 10 - - 3,682,620,259 3,664,674,267

Investments in associates - net 11 378,216,078 535,578,368 125,368,111 90,386,215

Other long-term investments - net 12 104,245,813 35,571,000 - -

Deposit for purchase of assets - related parties 6 30,295,913 42,078,482 - -

Goodwill - net 13 1,286,861,862 1,286,861,862 - -

Property, plant and equipment - net 14 4,975,308,522 4,506,429,031 967,424,368 561,893,716

Leasehold right - net 15 122,306,267 130,974,464 - -

Intangible assets - net 16 94,280,988 99,696,468 35,455,354 39,988,067

Non-operating assets - net 17 45,000,000 46,331,262 - -

Other non-current assets 86,822,172 78,498,268 24,621,153 54,714,775

Total non-current assets 7,212,738,132 6,772,529,665 7,336,252,595 6,566,290,666

Total assets 9,545,463,421 9,262,288,734 8,137,718,897 7,327,726,261

Balance Sheets

The accompanying notes are an integral part of the financial statements.


Balance Sheets (continued)




(Unit: Baht)



Note 2009 2008 2009 2008

Liabilities and shareholdersû equity

Current liabilities

Bank overdrafts and short-term loans from banks 18 661,996,914 1,080,341,420 405,000,000 862,000,000

Trade accounts payable

Related parties 6 151,477,104 119,310,547 131,520,248 96,945,216

Unrelated parties 1,276,825,742 964,442,574 390,096,504 334,221,338

Total trade accounts payable 1,428,302,846 1,083,753,121 521,616,752 431,166,554

Other payable - related parties 6 492,056,034 31,760,000 340,288,867 31,760,000

Current portion of long-term loans 19 1,408,089,625 559,213,202 1,379,900,000 548,400,000

Current portion of liabilities under finance lease agreements 20 2,794,905 9,138,130 - -

Advances and short-term loans from related parties 6 10,346,337 40,633,161 1,522,335,757 823,438,544

Short-term loans from director 21 75,625 17,322,665 - -

Share subscription payable - related parties 6 - - 127,500 104,207,500

Provisions for product warranty 12,865,032 13,194,802 - -

Accounts payable - purchases and construction of assets 64,377,314 142,532,891 522,656 35,341,444

Other current liabilities 266,388,366 415,645,651 41,474,280 28,684,041

Total current liabilities 4,347,292,998 3,393,535,043 4,211,265,812 2,864,998,083

Non-current liabilities

Long-term loans - net of current portion 19 886,801,576 1,342,795,142 775,000,000 1,259,900,000

Liabilities under finance lease agreements

- net of current portion 20 2,421,994 2,601,205 - -

Other non-current liabilities 7,381,529 7,349,153 - -

Total non-current liabilities 896,605,099 1,352,745,500 775,000,000 1,259,900,000

Total liabilities 5,243,898,097 4,746,280,543 4,986,265,812 4,124,898,083

55

ANNUAL REPORT 2009

Balance Sheets (continued)




(Unit: Baht)



Note 2009 2008 2009 2008

Shareholdersû equity

Share capital

Registered

42,360,000 non-cumulative preferred shares of Baht 1 each 24 42,360,000 42,360,000 42,360,000 42,360,000

242,823,600 ordinary shares of Baht 1 each 242,823,600 242,823,600 242,823,600 242,823,600

Issued and fully paid up

42,360,000 non-cumulative preferred shares of Baht 1 each 24 42,360,000 42,360,000 42,360,000 42,360,000

240,000,000 ordinary shares of Baht 1 each 240,000,000 240,000,000 240,000,000 240,000,000

Premium on preferred shares 1,415,247,600 1,415,247,600 1,415,247,600 1,415,247,600

Premium on ordinary shares 749,106,732 749,106,732 749,106,732 749,106,732

Deficit on changes in value of investments (89,058,580) (1,750,000) - -

Translation adjustment (7,782,252) 13,689,361 - -

Retained earnings

Appropriated

Statutory reserve - the Company 27 59,541,000 59,541,000 59,541,000 59,541,000

- subsidiaries 85,100,809 80,362,943 - -

Reserve for treasury shares 23 192,809,988 192,809,988 192,809,988 192,809,988

Unappropriated 1,731,192,779 1,844,499,885 645,197,753 696,572,846

Equity attributable to the Companyûs shareholders 4,418,518,076 4,635,867,509 3,344,263,073 3,395,638,166

Less: Treasury shares 22 (192,809,988) (192,809,988) (192,809,988) (192,809,988)

Equity attributable to the Companyûs shareholders - net 4,225,708,088 4,443,057,521 3,151,453,085 3,202,828,178

Minority interest - equity attributable to minority shareholders of subsidiaries 75,857,236 72,950,670 - -

Total shareholdersû equity 4,301,565,324 4,516,008,191 3,151,453,085 3,202,828,178

Total liabilities and shareholdersû equity 9,545,463,421 9,262,288,734 8,137,718,897 7,327,726,261



For the years ended December 31, 2009 and 2008

(Unit: Baht)



Note 2009 2008 2009 2008

Revenues

Sales and service income 30 7,114,457,899 9,076,821,816 1,170,548,764 1,766,013,350

Dividend income - - 5,262,404 135,799,335

Other income 28 251,309,603 435,878,942 137,553,188 172,053,619

Total revenues 7,365,767,502 9,512,700,758 1,313,364,356 2,073,866,304

Expenses

Cost of sales and services 6,756,414,312 8,412,211,174 1,120,248,330 1,654,357,439

Selling expenses 99,127,649 112,015,551 19,158,486 17,804,837

Administrative expenses 422,950,990 479,211,642 66,448,767 67,387,532

Managementûs remuneration 23,895,377 28,336,566 20,399,356 25,493,822

Exchange loss 8,200,906 14,976,819 7,325,929 11,697,191

Loss on impairment of investments - 107,000,000 674,945 129,600,000

Total expenses 7,310,589,234 9,153,751,752 1,234,255,813 1,906,340,821

Share of income (loss) from investments in associates (12,963,424) 12,131,001 - -

Income before finance cost and corporate income tax 42,214,844 371,080,007 79,108,543 167,525,483

Finance cost (128,492,772) (121,035,134) (130,483,636) (121,023,409)

Income (loss) before corporate income tax (86,277,928) 250,044,873 (51,375,093) 46,502,074

Corporate income tax (30,050,540) (20,292,889) - (11,436,277)

Net income (loss) for the year (116,328,468) 229,751,984 (51,375,093) 35,065,797

Net income (loss) attributable to:

Equity holders of the parent (108,569,240) 241,350,684 (51,375,093) 35,065,797

Minority interests of the subsidiaries (7,759,228) (11,598,700)

(116,328,468) 229,751,984

Earnings per share 31

Basic earnings (loss) per share

Net income (loss) attributable to equity holders of the parent (0.48) 1.07 (0.23) 0.15

Weighted average number of ordinary shares (shares) 226,514,300 226,514,300 226,514,300 226,514,300


Income Statements

57

ANNUAL REPORT 2009

Sta

tem

ents

of Cha

nges

in S

hare

holder

sû e

quity

AAPI

CO H

itech

Pub

lic C

ompa

ny L

imite

d an

d its

sub

sidia

ries

For t

he y

ears

end

ed D

ecem

ber 3

1,

2009

and

200

8(U

nit:

Baht

)Co

nsol

idat

ed fi

nanc

ial s

tate

men

tsEq

uity

attri

buta

ble to

the

pare

ntûs

shar

ehold

ers

Reva

luatio

nRe

taine

d ea

rning

sM

inorit

yIss

ued

and

paid-

upsu

rplus

(defi

cit)

Appr

opria

ted

Appr

opria

ted

Tota

l equ

ityint

eres

t- eq

uity

shar

e ca

pital

Prem

ium o

non

cha

nges

statu

tory

rese

rve fo

rat

tribu

table

toto

mino

rity

Prefe

rred

Ordin

ary

Prefe

rred

Ordin

ary

in va

lue o

fTra

nslat

ionre

serve

treas

ury

Treas

ury

the

pare

ntûs

shar

ehold

ers

shar

essh

ares

sha

res

sha

res

inves

tmen

tsad

justm

ent

The

Com

pany

Subs

idiar

iessh

ares

Unap

prop

riate

dsh

ares

shar

ehold

ers

of s

ubsid

iaries

Tota

lBa

lance

as

at 3

1 De

cem

ber 2

007

42,36

0,000

240,0

00,00

01,4

15,24

7,600

749,1

06,73

22,1

50,00

0(2

3,011

,913)

59,54

1,000

80,00

0,000

192,8

09,98

81,7

46,00

1,145

(192

,809,9

88)

4,31 1

,394,5

6481

,273,2

284,3

92,66

7,792

Inco

me

and

expe

nses

reco

gnise

ddi

rect

ly in

equ

ity:

Loss

reco

gnise

d in

shar

ehold

ersû

equit

y of

inve

stmen

t in

avail

able-

for-s

ale s

ecur

ities

--

--

(3,90

0,000

)-

--

--

-(3

,900,0

00)

-(3

,900,0

00)

Trans

lation

adju

stmen

t-

--

--

36,70

1,274

--

--

-36

,701,2

74(8

00,16

6)35

,901,1

08Ne

t inc

ome

and

expe

nses

reco

gnise

ddi

rect

ly in

equ

ity-

--

-(3

,900,0

00)

36,70

1,274

--

--

-32

,801,2

74(8

00,16

6)32

,001,1

08Ne

t inc

ome

(loss

) for

the

year

--

--

--

--

-24

1,350

,684

-24

1,350

,684

(11,5

98,70

0)22

9,751

,984

Tota

l inc

ome

and

expe

nses

for t

he y

ear

--

--

(3,90

0,000

)36

,701,2

74-

--

241,3

50,68

4-

274,1

51,95

8(1

2,398

,866)

261,7

53,09

2Di

viden

d pa

id (N

ote

25)

--

--

--

--

-(1

42,48

9,001

)-

(142

,489,0

01)

-(1

42,48

9,001

)Un

appr

opria

ted

reta

ined

earn

ings

trans

ferre

d to

sta

tuto

ry re

serve

--

--

--

-36

2,943

-(3

62,94

3)-

--

-M

inorit

y int

eres

t - e

quity

attr

ibuta

ble to

mino

rity

shar

ehold

ers

of s

ubsid

iaries

--

--

--

--

--

--

4,076

,308

4,076

,308

Balan

ce a

s at

31

Dece

mbe

r 200

842

,360,0

0024

0,000

,000

1,415

,247,6

0074

9,106

,732

(1,75

0,000

)13

,689,3

6159

,541,0

0080

,362,9

4319

2,809

,988

1,844

,499,8

85(1

92,80

9,988

)4,4

4 3,05

7,521

72,95

0,670

4,516

,008,1

91

Balan

ce a

s at

31

Dece

mbe

r 200

842

,360,0

0024

0,000

,000

1,415

,247,6

0074

9,106

,732

(1,75

0,000

)13

,689,3

6159

,541,0

0080

,362,9

4319

2,809

,988

1,844

,499,8

85(1

92,80

9,988

)4,4

4 3,05

7,521

72,95

0,670

4,516

,008,1

91Ex

pens

es re

cogn

ised

dire

ctly

in eq

uity:

Loss

from

tran

sfer o

f inv

estm

ent i

nas

socia

te to

inve

stmen

t in

avail

able-

for-s

ale s

ecur

ities

--

--

(86,1

01,90

2)-

--

--

-(8

6,101

,902)

-(8

6,101

,902)

Loss

reco

gnise

d in

shar

ehold

ersû

equit

y of

inve

stmen

t in

avail

able-

for-s

ale s

ecur

ities

--

--

(1,20

6,678

)-

--

--

-(1

,206,6

78)

-(1

,206,6

78)

Trans

lation

adju

stmen

t-

--

--

(21,4

71,61

3)-

--

--

(21,4

71,61

3)(1

,477,4

28)

(22,9

49,04

1)Ne

t exp

ense

s re

cogn

ised

dire

ctly

in e

quity

--

--

(87,3

08,58

0)(2

1,471

,613)

--

--

-(1

08,78

0,193

)(1

,477,4

28)

(110

,257,6

21)

Net l

oss

for t

he y

ear

--

--

--

--

-(1

08,56

9,240

)-

(108

,569,2

40)

(7,75

9,228

)(1

16,32

8,468

)To

tal e

xpen

ses

for t

he y

ear

--

--

(87,3

08,58

0)(2

1,471

,613)

--

-(1

08,56

9,240

)-

(217

,349,4

33)

(9,23

6,656

)(2

26,58

6,089

)Un

appr

opria

ted

reta

ined

earn

ings

trans

ferre

d to

sta

tuto

ry re

serve

--

--

--

-4,7

37,86

6-

(4,73

7,866

)-

--

-Tra

nsfer

of m

inorit

y int

eres

ts du

e to

chan

ge o

f sta

tus

from

sub

sidiar

y to

othe

r com

pany

--

--

--

--

--

--

7,785

,849

7,785

,849

Mino

rity

inter

est -

equ

ity a

ttribu

table

tom

inorit

y sh

areh

older

s of

sub

sidiar

ies-

--

--

--

--

--

-4,3

57,37

34,3

57,37

3Ba

lance

as

at 3

1 De

cem

ber 2

009

42,36

0,000

240,0

00,00

01,4

15,24

7,600

749,1

06,73

2(8

9,058

,580)

(7,78

2,252

)59

,541,0

0085

,100,8

0919

2,809

,988

1,731

,192,7

79(1

92,80

9,988

)4,2

25,70

8,088

75,85

7,236

4,301

,565,3

24

The

acco

mpa

nyin

g no

tes

are

an in

tegr

al pa

rt of

the

finan

cial s

tate

men

ts.


AAPI

CO H

itech

Pub

lic C

ompa

ny L

imite

d an

d its

sub

sidi

arie

sFo

r th

e ye

ars

ende

d Dec

embe

r 31

, 200

9 an

d 20

08(U

nit: B

aht)

Sepa

rate

fina

ncia

l sta

tem

ents

Reta

ined

earn

ings

Appr

opria

ted

Issue

d an

d pa

id-u

p sh

are

capi

tal

Prem

ium o

nAp

prop

riate

dre

serv

e fo

rPr

efer

red

shar

esOr

dina

ry s

hare

sPr

efer

red

shar

esOr

dina

ry s

hare

sst

atut

ory

rese

rvetre

asur

y sh

ares

Unap

prop

riate

dTre

asur

y sh

ares

Tota

lBa

lanc

e as

at 3

1 De

cem

ber 2

007

42,36

0,000

240,0

00,00

01,4

15,24

7,600

749,1

06,73

259

,541,0

0019

2,809

,988

803,9

96,05

0(1

92,80

9,988

)3,3

10,25

1,382

Net i

ncom

e fo

r the

yea

r-

--

--

-35

,065,7

97-

35,06

5,797

Divid

end

paid

(Not

e 25

)-

--

--

-(1

42,48

9,001

)-

(142

,489,0

01)

Bala

nce

as a

t 31

Dece

mbe

r 200

842

,360,0

0024

0,000

,000

1,415

,247,6

0074

9,106

,732

59,54

1,000

192,8

09,98

869

6,572

,846

(192

,809,9

88)

3,202

,828,1

78

Bala

nce

as a

t 31

Dece

mbe

r 200

842

,360,0

0024

0,000

,000

1,415

,247,6

0074

9,106

,732

59,54

1,000

192,8

09,98

869

6,572

,846

(192

,809,9

88)

3,202

,828,1

78Ne

t los

s fo

r the

yea

r-

--

--

-(5

1,375

,093)

-(5

1,375

,093)

Bala

nce

as a

t 31

Dece

mbe

r 200

942

,360,0

0024

0,000

,000

1,415

,247,6

0074

9,106

,732

59,54

1,000

192,8

09,98

864

5,197

,753

(192

,809,9

88)

3,151

,453,0

85

The

acco

mpa

nyin

g no

tes

are

an in

tegr

al p

art of

the

fin

anci

al s

tate

men

ts.

Sta

tem

ents

of Cha

nges

in S

hare

holder

sû e

quity

59

ANNUAL REPORT 2009



(Unit: Baht)



2009 2008 2009 2008

Cash flows from operating activities

Net income (loss) before tax (86,277,928) 250,044,873 (51,375,093) 46,502,074

Adjustments to reconcile net income (loss) before tax to

net cash provided by (paid from) operating activities: -

Depreciation and amortisation 384,728,736 412,037,197 50,247,116 61,592,365

Share of (income) loss from investments in associates 12,963,424 (12,131,001) - -

Gain from current investment - investment unit in open-end funds (225,312) (1,550,138) (63,796) (1,160,113)

Loss on impairment of investments - 107,000,000 674,945 129,600,000

Loss on impairment of assets 5,486,269 4,539,880 - -

Allowance for diminution in stock value (reversal) (48,954,102) 24,522,293 (3,415,411) (6,112,205)

Dividend income from subsidiary and associate - - (5,262,404) (135,799,335)

Allowance for doubtful accounts (reversal) 14,318,394 (1,175,018) - (2,248,642)

Gain on disposal of investment in subsidiary - (1,033,277) - -

Gain on disposal of property, plant and equipment (38,151,917) (954,000) (8,323,006) (99,211)

Interest expenses 127,509,390 119,226,053 129,522,372 120,465,505

Income from operating activities before changes in 371,396,954 900,526,862 112,004,723 212,740,438

operating assets and liabilities

Operating assets (increase) decrease

Current investment - investment unit in open-end funds 77,010,246 (37,304,022) 46,047,960 47,456,583

Trade accounts receivable 36,731,801 350,694,105 (51,567,535) 70,787,045

Unbilled contract works receivable 13,542,919 17,156,711 20,400,945 17,156,711

Inventories 173,398,302 (79,848,083) 29,169,963 (19,980,722)

Other current assets (67,276,209) 29,991,363 12,676,176 25,240,520

Other non-current assets 12,850,452 (23,328,207) (4,530,655) (11,499,653)

Operating liabilities increase (decrease)

Trade accounts payable 343,889,578 (215,808,877) 90,450,198 76,739,520

Other current liabilities (236,188,738) 200,772,461 (15,369,761) (9,124,680)

Other non-current liabilities (306,996) (5,854,400) - -

Cash flows from operating activities 725,048,309 1,136,997,913 239,282,014 409,515,762

Cash paid for corporate income tax (27,671,953) (31,335,539) (5,113,527) (17,359,665)

Net cash flows from operating activities 697,376,356 1,105,662,374 234,168,487 392,156,097


Cash Flow Statements




(Unit: Baht)



2009 2008 2009 2008

Cash flows from investing activities

Decrease in restricted bank deposits 999,943 39,715,631 - -

Decrease (increase) in advances and loans to related parties (79,919,522) 7,068,051 (426,504,598) (465,100,861)

Cash paid for purchase of investments in subsidiaries and associates (18,779,182) (35,718,000) (53,475,333) (35,718,000)

Dividend received from subsidiary and associate 5,799,384 17,166,014 5,799,384 143,585,545

Decrease in other long-term investments 4,683,001 2,679,000 - -

Payment for share subscription payable - related parties - - (104,207,500) -

Proceed from sale of investment in subsidiary - 5,127,585 - -

Cash received from minority shareholders for share subscription 100,000 4,042,500 - -

Proceeds from sales of property, plant and equipment 146,643,531 24,404,590 50,975,030 170,466

Acquisitions of plant, equipment, leasehold right and software (528,401,086)(1,116,150,900) (152,289,196) (194,996,053)

Decrease in minority interest (1,477,431) (800,166) - -

Net cash flows used in investing activities (470,351,362)(1,052,465,695) (679,702,213) (552,058,903)

Cash flows from financing activities

Decrease in bank overdrafts and short-term loans from banks (441,195,192) (518,167,643) (457,000,000) (538,000,000)

Increase (decrease) in advances and loans from related parties (3,087,858) (62,025,419) 674,253,085 275,160,025

Repayment of long-term loans (608,501,921) (166,308,410) (588,400,000) (151,700,000)

Increase in long-term loans 1,001,384,779 850,518,400 935,000,000 760,000,000

Increase (decrease) in short-term loans from director (17,293,894) 5,038,972 - -

Dividend paid - (142,489,001) - (142,489,001)

Interest paid (124,449,641) (121,652,415) (104,878,244) (105,278,926)

Net cash flow from (used in) financing activities (193,143,727) (155,085,516) 458,974,841 97,692,098

Translation adjustment (13,715,265) 24,683,313 - -

Net increase (decrease) in cash and cash equivalents 20,166,002 (77,205,524) 13,441,115 (62,210,708)

Cash and cash equivalents at beginning of year 199,586,567 276,792,091 7,644,743 69,855,451

Cash and cash equivalents at end of year 219,752,569 199,586,567 21,085,858 7,644,743

Cash Flow Statements(continued)


61

ANNUAL REPORT 2009



(Unit: Baht)



2009 2008 2009 2008

Supplemental cash flows information: -

Non-cash items consist of

Transfer machinery and equipment to inventories - - - 6,935,065

Transfer inventories to machinery and equipment 1,833,897 30,390,968 - -

Transfer advance payment to investment in associate of a subsidiary - 120,000,000 - 120,000,000

Increase in share subscription payable - related parties from

purchase of investment in subsidiary - - - 100,000,000

Increase in accounts payable - purchases and construction of assets 410,300,457 86,109,736 301,870,079 24,618,562

Transfer interest expense to building under construction

and machinery under installation 11,868,483 2,332,323 5,935,568 783,330

Deficit on changes in value of investments (1,206,678) (3,900,000) - -

Dividend receivable from associate 5,262,404 5,799,384 5,262,404 5,799,384

Transfer investment in subsidiary to other long-term investment - - 675,000 -

Transfer investment in associate to other long-term investment 74,564,492 - - -

Transfer investment in associate to investment in subsidiary 8,304,052 - 8,262,850 -

Cash Flow Statements(continued)



Notes to ConsolidatedFinancial StatementsAAPICO Hitech Public Company Limited and its subsidiaries


1. General information1.1 Corporate information

AAPICO Hitech Public Company Limited (çthe Companyé) is a public company incorporated

and domiciled in Thailand. The Company is principally engaged in manufacture and distribution

of dies, jigs and automobile parts and its registered address is 99 Moo 1 Hitech Industrial

Estate, Tambol Ban Lane, Ampur Bang Pa-in, Ayuthaya.

1.2 Fundamental accounting assumptionThe economic crisis and unstable political situation had an impact on the Groupûs operating

results. As a result, the Company could not maintain financial ratios as stipulated in the loan

agreements and the whole amount of the debt, including the long-term portion, has therefore

been classified as a current liability. The Company is in the process of requesting a waiver of

the condition and expects to be granted such waiver because the Company complied with

other conditions, including the payment of loan principal and interest. In addition, the Group has

unused loan facilities from other banks. For these reasons, the financial statements have been

prepared on the going-concern basis.

2. Basis of preparation2.1 The financial statements have been prepared in accordance with accounting standards

enunciated under the Accounting Profession 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 January 30, 2009, 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 AAPICO

Hitech Public Company Limited and the following subsidiaries (çthe Groupé):

63

ANNUAL REPORT 2009

Revenues as aAssets as a

percentage to

Companyûs name Nature of businessCountry of Percentage of

percentage to the the consolidated

incorporation shareholdingconsolidated total

total revenues forassets as at

the years31 December ended 31 December

2009 2008 2009 2008 2009 2008(%) (%) (%) (%) (%) (%)

Held by the CompanyAAPICO Amata Company Limited Manufacture of autoparts Thailand 100 100 14 15 27 34AAPICO Engineering CompanyLimited Research and development Thailand 100 100 - - - -

in field of automobileengineering

New Era Sales Co., Ltd. Sales of automobiles Thailand 100 100 3 4 5 5and the provision ofautomobile repair services

Able Motors Co., Ltd. Sales of automobiles and Thailand 100 100 - - 2 2the provision of automobilerepair services

AAPICO Hitech Parts Co., Ltd. Manufacture of autoparts Thailand 100 100 11 10 4 4AAPICO Hitech Tooling Co., Ltd. Design and manufacture of Thailand 100 100 1 1 - -

car assemble jigs andstamping dies

AAPICO ITS Co., Ltd. Manufacture of car Thailand 60 60 2 2 1 -navigation systems andits derivatives

AAPICO Shanghai Co., Ltd. Machining autoparts service The Peopleûs 100 100 1 1 - -Republic ofChina

Tenaga Setia Resources Sales of automobiles and Malaysia 49 49 2 2 17 13SDN. BHD. the provision of automobile

repair servicesKunshan Chaitai-Xincheng Manufacture and sales of The Peopleûs 100 100 5 3 7 4Precision Forging Co., Ltd. autoparts Republic of

ChinaAAPICO Investment Pte. Ltd. Investment in other Singapore 100 100 1 2 - -

companiesKatsuya (Thailand) Co., Ltd. Manufacture of autoparts Thailand - 55 - - - -AAPICO Forging Public Co., Ltd. Manufacture of autoparts Thailand 100 100 23 25 16 18AAPICO Mitsuike (Thailand) Manufacture of autoparts Thailand 51 51 - - - -Co., Ltd.AAPICO Structural Products Not yet operation Thailand 100 100 3 3 - -Co., Ltd.A Maction Co., Ltd. Development of software Thailand 51 - - - - -New Era Sales (M) SDN. BHD. Sales of automobiles and Malaysia 49 - 1 - 4 -

the provision of automobilerepair services

AAPICO Technology Co., Ltd. Not yet operation Thailand 51 - - - - -


Companyûs name Nature of business Country of Percentage ofincorporation indirect shareholding

2009 2008

(%) (%)

Held by subsidiaries

Able ITS Pte. Ltd. (100 percent held by AAPICO ITS Investment in other companies Singapore 60 60

Co.,Ltd.)

AAPICO Jackspeed Co., Ltd. (60 percent held by Manufacture of autoparts Thailand 60 60

AAPICO Hitech Parts Co., Ltd.)

AAPICO Plastics Public Co., Ltd. (100 percent held by Manufacture and contract Thailand 100 100

AAPICO Forging Public Co., Ltd.) manufacture of plastic parts

A Maction Co., Ltd. (50 percent held by AAPICO Development of software Thailand - 50

Investment Pte. Ltd.)

AAPICO Engineering SDN. BHD. (49 percent held by Investment in other companies Malaysia 49 24

Tenaga Setia Resources SDN. BHD. And 51 percent

held by New Era Sales (M) SDN. BHD.)

The Company regards Tenaga Setia Resources SDN. BHD., New Era Sales (M) SDN.

BHD. and AAPICO Engineering SDN. BHD. as subsidiary companies since they are able

to exercise management control.

b) Subsidiaries are fully consolidated as from the date of acquisition, being the date on

which the Company obtains control, and continue to be consolidated until the date when

such control ceases.

c) The financial statements of the subsidiaries are prepared for the same reporting period

as the parent company, using consistent significant accounting policies.

d) The financial statements of overseas subsidiaries are translated into Thai Baht at the

closing exchange rate as to assets and liabilities, and at monthly average exchange

rates as to revenues and expenses. The resultant differences are shown under the

caption of çTranslation adjustmenté in shareholdersû equity.

e) Material balances and transactions between the Company and its subsidiaries have

been eliminated from the consolidated financial statements.

f) Minority interests represent the portion of net income or loss and net assets of the

subsidiaries that are not held by the Company and are presented separately in the

consolidated income statement and within equity in the consolidated balance sheet.

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 standardsIn June 2009, the Federation of Accounting Professions issued Notification No. 12/2552, assigning

new numbers to Thai Accounting Standards that match the corresponding International Accounting

Standards. The numbers of Thai Accounting Standards as referred to in these financial statements

reflect such change.

65

ANNUAL REPORT 2009

The Federation of Accounting Professions has issued Notification No. 86/2551 and 16/2552,

mandating the use of new accounting standards, financial reporting standard and accounting

treatment guidance as follows.

3.1 Accounting standards, financial reporting standard and accounting treatmentguidance which are effective for the current year

Framework for the Preparation and Presentation of Financial Statements

(revised 2007)

TAS 36 (revised 2007) Impairment of Assets

TFRS 5 (revised 2007) Non-current Assets Held for Sale and Discontinued Operations

Accounting Treatment Guidance for Leasehold Right

Accounting Treatment Guidance for Business Combination under Common Control

These accounting standards, financial reporting standard and accounting treatment

guidance became effective for the financial statements for fiscal years beginning on or after

January 1, 2009. The management has assessed the effect of these standards and believes

that Accounting Treatment Guidance for Business Combination under Common Control is

not relevant to the business of the Group, while Framework for Preparation and Presentation

of Financial Statements (revised 2007), TAS 36 (revised 2007), TFRS 5 (revised 2007) and

Accounting Treatment Guidance for leasehold right do not have any significant impact on

the financial statements for the current period.

3.2 Accounting standards which are not effective for the current yearEffective date

TAS 20 Accounting for Government Grants and Disclosure of January 1, 2012

Government Assistance

TAS 24 (revised 2007) Related Party Disclosures January 1, 2011

TAS 40 Investment Property January 1, 2011

However, TAS 24 (revised 2007) and TAS 40 allow early adoption by the entity before the effective date.

The management of the Company has assessed the effect of these standards and believes that

TAS 20 and TAS 40 are not relevant to the business of the Company, while TAS 24 (revised

2007) will not have any significant impact on the financial statements for the year in which it is

initially applied.

4. Significant accounting policies4.1 Revenue 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 of goods are valued after deducting discounts and

allowance.

Rendering of services

Service revenue is recognised when services have been rendered taking into account the stage

of completion.


Interest income

Interest income is recognised as interest accrues based on the effective rate method.

Dividend income

Dividends are recognised when the right to receive the dividends is established.

4.2 Cash and cash equivalentsCash 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.

4.3 Trade accounts receivableTrade accounts receivable 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.

4.4 InventoriesFinished goods and work in process are valued at the lower of cost (specific basis for

automobiles and average basis for others) and net realisable value. Such cost included

all production costs and attributable factory overheads.

Raw materials, spare parts and factory supplies are valued at the lower of average cost and

net realisable value and are charged to production costs whenever consumed.

Some subsidiaries record inventories using the first-in, first-out method. The effect of the

difference in accounting policy is immaterial to the consolidated financial statements.

4.5 Investmentsa) Investments in securities held for trading are stated at fair value. Gains or losses

arising from changes in the carrying amount of securities are included in determining

income.

b) Investments in available-for-sale securities are stated at fair value. Changes in the

carrying amounts of securities are recorded as separate items in shareholdersû equity

until the securities are sold, when the changes are then included in determining

income.

c) Investments in non-marketable equity securities, which the Group classifies as

other investments, are stated at cost net of allowance for loss on impairment (if any).

d) Investments in associates are accounted for in the consolidated financial statements

using the equity method.

e) Investments in subsidiaries and associates are accounted for in the separate financial

statements using the cost method.

67

ANNUAL REPORT 2009

The fair value of marketable securities is based on the latest bid price of the last working day

of the year as quoted on the Stock Exchange of Thailand. The fair value of unit trusts is

determined from their net asset value.

The weighted average method is used for computation of the cost of investments.

4.6 Property, plant and equipment/DepreciationLand is stated at cost. Buildings and equipment are stated at cost less accumulated

depreciation. Depreciation of plant and equipment (except for some of factory equipment, on

a production method) are calculated by reference to their costs on the straight-line basis

over the following estimated useful lives:

Buildings and building improvements 5 - 35 years

Machinery and factory equipment 3 - 20 years

Motor vehicles and office equipment 5 - 10 years

No depreciation is provided on land, building under construction, machinery and factory

equipment under production and installation.

4.7 Borrowing costsBorrowing 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 costsare 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.

4.8 Intangible assets and amortisationIntangible assets are measured at cost on the date of acquisition. Following initial recognition,

intangible assets are carried at cost less any accumulated amortisation and any accumulated

impairment losses.

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

assets are reviewed at least at each financial year end. The amortisation expense is charged

to the income statement.

A summary of the intangible assets with finite useful lives is as follows.

Useful lives

Computer software 5-10 years

Cost of product development On number of product sold

4.9 GoodwillGoodwill is initially measured at cost, which is the excess of the cost of the business

combination over the Companyûs share in the net fair value of the acquireeûs identifiable


assets, liabilities and contingent liabilities. If the cost of acquisition is less than the fair value

of the net assets of the subsidiary acquired, the difference is recognised directly in the income

statement.

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 Companyûs cash generating units (or group of cash-generating units) that

are expected to benefit from the synergies of the combination. The Company estimates

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. Impairment losses relating

to goodwill cannot be reversed in future periods.

4.10 Related party transactionsRelated 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 associated companies 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 Companyûs operations.

4.11 Long-term leasesLeases of assets which transfer substantially all the risks and rewards of ownership are

classified as finance leases. Finance leases are capitalised at the lower of the fair value of

the leased assets and the present value of the minimum lease payments. The outstanding

rental obligations, net of finance charges, are included in long-term payables, while the

interest element is charged to the income statements over the lease period. The assets

acquired under finance leases is depreciated over the useful life of the asset.

4.12 Foreign currenciesTransactions 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 balance sheet date.

Gains and losses on exchange are included in determining income.

4.13 Impairment of assetsAt each reporting date, the Group performs impairment reviews in respect of the property,

plant and equipment and other assets whenever events or changes in circumstances

indicate that an asset may be impaired. The Group also carries out annual impairment

reviews in respect of goodwill. An impairment loss is recognised when the recoverable

69

ANNUAL REPORT 2009

amount of an asset, which is the higher of the assetûs 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 Group could obtain from the disposal of the asset in

an armûs length transaction between knowledgeable, willing parties, after deducting the

costs of disposal.

An impairment loss is recognised in the income statement.

4.14 Treasury sharesTreasury shares are stated at cost and presented as a deduction from shareholdersû equity.

Gains on disposal of treasury shares are determined by reference to the carrying amount

and are presented as premium on treasury shares. Losses on disposal of treasury shares

are determined by reference to the carrying amount and are first presented as a deduction

from premium on treasury shares, with any remaining loss recorded in retained earnings.

4.15 Income taxIncome tax is provided in the accounts based on the taxable profits determined in accordance

with tax legislation.

4.16 Employee benefitsSalaries, wages, bonuses and contributions to the social security fund and provident fund

are recognised as expenses when incurred.

4.17 ProvisionsProvisions are recognised when the Group has 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.

5. Significant accounting judgments and estimatesThe 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. Significant judgments and estimates are as follows:

LeasesIn determining whether a lease is to be classified as an operating lease or finance lease, the

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 accountsIn 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.

Fair value of financial instrumentsIn determining the fair value of financial instruments that are not actively traded and for which

quoted market prices are not readily available, the management exercise judgment, using a variety

of valuation techniques and models. The input to these models is taken from observable markets,

and includes consideration of liquidity, correlation and longer-term volatility of financial instruments.

Impairment of investmentsThe Group treats investments as impaired when the management judges that 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 çsignificanté or çprolongedé requires judgment.

Property plant and equipment/DepreciationIn determining depreciation of plant and equipment, the management is required to make estimates

of the useful lives and salvage values of the Groupûs plant and equipment and to review estimate

useful lives and salvage values when there are any changes.

In addition, the management is required to review property, plant and equipment for impairment

on a periodical basis and record impairment losses in the period when it is determined that

their recoverable amount is lower than the carrying cost. This requires judgments regarding forecast

of future revenues and expenses relating to the assets subject to the review.

Goodwill and intangible assetsThe initial recognition and measurement of goodwill and other intangible assets, and subsequent

impairment testing, require 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.

Provision for product warrantyIn determining warranty reserve, the management needs to exercise judgment to estimate anticipated

losses, with reference to past experience.

6. Related party transactionsDuring the years, the Group had significant business transactions with related parties. Such

transactions, which are summarised below, arose in the ordinary course of business and were

concluded on commercial terms and bases agreed upon between the Group and those related

parties.

71

ANNUAL REPORT 2009

(Unit: Million Baht)

Consolidated financial Separate financial Transfer Pricing Policystatements statements

2009 2008 2009 2008Transactions with subsidiaries(eliminated from the consolidated financial statements)Sales of goods - - 60.7 74.6 Cost plus margin of

10% - 25%Service income - - 2.6 15.9 CostPurchases of goods and services - - 19.2 101.3 Approximate cost and cost

plus margin, averagingaround 5% - 10%

Interest income - - 83.7 79.4 3% - 4% p.a. (2008:4% - 5% p.a.)

Dividend income - - - 130.0 As declaredSale of land - - 17.9 - CostInterest expense - - 21.7 17.4 1% and 2% p.a. (2008:

2% p.a.)Rental income - - 2.1 2.3 Close to rental rates for

other building in thevicinity

Management fee income - - 3.9 3.7 Approximate costTransactions with associatesSales of goods and services 25.7 1.5 22.7 0.9 Cost plus margin of

10% - 15%Purchases of goods and services 20.4 34.7 20.4 34.6 Cost plus margin of

35% (2008: 40%)Interest income 0.4 - 0.4 - 5% p.a.Rental income - 3.7 - 3.2 Close to rental rates for

other building in thevicinity

Dividend income 5.3 5.8 5.3 5.8 As declaredSale of land 32.4 - 32.4 - Cost plus margin of 35%Other expenses - 3.7 - - Cost

Transactions with related partiesPurchases of goods and services 281.7 338.7 - - Cost plus margin of

5% - 20%Interest expense 0.2 1.8 - - 4% p.a.Interest income 3.6 2.2 1.2 1.2 7.5% p.a.Management fee expense 14.4 13.6 14.4 13.3 Approximate costPurchases of machinery 526.2 - 367.2 - Cost plus margin


As at December 31, 2009 and 2008, the balances of the accounts between the Company and those

related companies are as follows:(Unit: Baht)



2009 2008 2009 2008Trade accounts receivable - related partiesSubsidiaries

AAPICO Amata Company Limited - - 15,658,879 7,742,411AAPICO Hitech Parts Company Limited - - 30,399,121 27,427,788AAPICO Jackspeed Company Limited - - - 370,469AAPICO Plastics Public Company Limited - - 1,122,647 -AAPICO Hitech Tooling Company Limited - - 4,404,384 -AAPICO Forging Public Company Limited - - 138,937 -AAPICO Mitsuike (Thailand) Company Limited - - 826,057 -

AssociatesAble Sanoh Industries (1996) Company Limited 661,201 221,943 100,258 176,673MINTH AAPICO (Thailand) Company Limited 1,801,231 - - -

Related companiesJackspeed Leather Manufacture (Thailand) Co., Ltd. - 3,424 - -Jackson Vehicle (Singapore) Pte., Ltd. - 29,439 - -Mitsuike Kogyo Co., Ltd. - 41,302 - -

2,462,432 296,108 52,650,283 35,717,341Advances and short-term loans to related partiesAdvancesSubsidiaries

Tenaga Setia Resources SDN. BHD. - - - 941,661AAPICO Amata Company Limited - - 112,382 13,150New Era Sales Company Limited - - 9,023 -AAPICO Engineering Company Limited - - 577,800 -Kunshan Chaitai-Xincheng Precision ForgingCompany Limited - - 4,445,112 4,445,112AAPICO Hitech Parts Company Limited - - 1,211,369 2,407,266AAPICO Hitech Tooling Company Limited - - 36,151,984 19,096,067AAPICO ITS Company Limited - - 426,094 110,329AAPICO Mitsuike (Thailand) Company Limited - - 554,260 1,601,028A Maction Company Limited - - 205,993 -AAPICO Jackspeed Company Limited - - 987,359 5,116,954AAPICO Forging Public Company Limited - - 658,403 13,150AAPICO Plastics Public Company Limited - - 17,931,645 4,354,788AAPICO Investment Pte., Limited - - 8,491,145 8,138,963AAPICO Technology Company Limited - - 6,000 -

AssociatesAble Sanoh Industries (1996) Company Limited 56,501 17,664 34,200 3,849Katsuya International Pte., Limited - 94,622 - -MINTH AAPICO (Thailand) Company Limited 89,948 2,043 5,319 2,043

Related companiesMitsuike Kogyo Company Limited 591,737 - - -J.V. (Thailand) Company Limited - 207,787 - -Thai Mekki Limited Partnership 8,500 - - -

746,686 322,116 71,808,088 46,244,360

73

ANNUAL REPORT 2009

(Unit: Baht)



2009 2008 2009 2008

Short-term loans and interest receivable

Subsidiaries - - 204,023,879 150,517,672

Associates 9,232,232 9,082,763 339,726 -

Related companies 44,154,950 45,001,876 7,258,227 6,293,014

53,387,182 54,084,639 211,621,832 156,810,686

Less: Allowance for doubtful accounts (28,141,305) - - -

25,245,877 54,084,639 211,621,832 156,810,686

25,992,563 54,406,755 283,429,920 203,055,046

Dividend receivable from related party

Associate

Able Sanoh Industries (1996) Company Limited 5,262,404 5,799,384 5,262,404 5,799,384

Share subscription receivable - related party

Related company

Maction Technology Company Limited 2,400,000 2,500,000 - -

Long-term loans to related parties

Subsidiaries - - 2,411,373,350 2,145,133,626

Associate 80,000,000 - 80,000,000 -

Related company 9,390,000 9,500,000 9,390,000 9,500,000

89,390,000 9,500,000 2,500,763,350 2,154,633,626

Deposit for purchase of assets - related parties

Related companies

Sojitz Corporation Limited 24,808,553 42,078,482 - -

Yamakawa Dies Manufacturing R&D Company Limited 5,487,360 - - -

30,295,913 42,078,482 - -

Trade accounts payable - related parties

Subsidiaries

AAPICO Plastics Public Company Limited - - 242,655 23,593

AAPICO Hitech Tooling Company Limited - - 105,365,731 91,287,727

AAPICO Hitech Parts Company Limited - - 19,268,487 1,338,234

Associate

Able Sanoh Industries (1996) Company Limited 6,643,376 4,295,662 6,643,375 4,295,662

Related companies

Metal One (Thailand) Company Limited 140,845,892 108,066,690 - -

Jackspeed Leather Manufacture (Thailand) Company Limited - 1,603 - -

Thai Mekki Limited Partnership 3,987,836 6,946,592 - -

151,477,104 119,310,547 131,520,248 96,945,216


(Unit: Baht)



2009 2008 2009 2008

Other payable - related parties

Deposit received in advance

Associate

MINTH AAPICO (Thailand) Company Limited - 29,160,000 - 29,160,000

Accrued management fee

Related company

SAIT Company Limited 3,600,000 2,600,000 3,600,000 2,600,000

Account payable - purchase of machinery

Related companies

Sojitz Corporation Limited 482,584,559 - 336,688,867 -

Yamakawa Dies Manufacturing R&D Company Limited 5,871,475 - - -

488,456,034 - 336,688,867 -

492,056,034 31,760,000 340,288,867 31,760,000

Advances and short-term loans from related parties

Advances

Subsidiaries

AAPICO Amata Company Limited - - 1,050 26,223

New Era Sales Company Limited - - 230,804 286,663

Tenaga Setia Resources SDN. BHD. - - - 340,662

AAPICO Forging Public Company Limited - - 28,357 -

AAPICO Hitech Tooling Company Limited - - 481,237 157,168

Able Motors Company Limited - - 55,902 34,464

A Maction Company Limited - - 49,226 -

Associate

Jackspeed Corporation Limited - 35,309 - -

Related company

Mitsuike Kogyo Company Limited 3,660,607 - - -

3,660,607 35,309 846,576 845,180

Short-term loans and interest payable

Subsidiaries - - 1,521,489,181 822,593,364

Associate - 24,482,577 - -

Related companies 6,685,730 16,115,275 - -

6,685,730 40,597,852 1,521,489,181 822,593,364

10,346,337 40,633,161 1,522,335,757 823,438,544

Share subscription payable - related parties

Subsidiaries

AAPICO Structural Products Company Limited - - - 100,000,000

AAPICO Mitsuike (Thailand) Company Limited - - - 4,207,500

AAPICO Technology Company Limited - - 127,500 -

- - 127,500 104,207,500

75

ANNUAL REPORT 2009

During 2009, movements of loans to related parties and loans from related parties were as follows:

Consolidated financial statements(Unit: Baht)

During the yearBalance as at

UnrealisedBalance as at

1 Januarygain (loss)

31 December

2009Increase Decrease on exchange

2009

Short-term loans and interest receivable from related parties

Associates

Katsuya International Pte., Limited 9,082,763 - - (190,257) 8,892,506

MINTH AAPICO (Thailand) Company Limited - 339,726 - - 339,726

Related companies

Protech Link Technology Incorporation Limited 27,236,246 981,337 - (76,278) 28,141,305

Yamakawa Dies Manufacturing R&D Company Limited 6,293,014 965,213 - - 7,258,227

Thai Mekki Limited Partnership 11,472,616 747,843 (3,465,041) - 8,755,418

Total 54,084,639 3,034,119 (3,465,041) (266,535) 53,387,182


Associate

MINTH AAPICO (Thailand) Company Limited - 80,000,000 - - 80,000,000

Related company

Yamakawa Dies Manufacturing R&D Company Limited 9,500,000 - (110,000) - 9,390,000

Total 9,500,000 80,000,000 (110,000) - 89,390,000

Short-term loans and interest payable to related parties

Associate

Katsuya International Pte., Limited 24,482,577 - (24,482,577) - -

Related companies

Coryor Surface Treatment Company Limited 1,229,480 - (1,229,480) - -

Metal One (Thailand) Company Limited 13,478,195 196,330 (6,988,795) - 6,685,730

Jackspeed Leather Manufacture (Thailand) Company Limited 1,407,600 - (1,407,600) - -

Total 40,597,852 196,330 (34,108,452) - 6,685,730


Separate financial statements(Unit: Baht)

During the yearBalance as at

UnrealisedBalance as at

1 Januarygain (loss)

31 December

2009Increase Decrease on exchange

2009

Short-term loans and interest receivable from related parties

Subsidiaries

New Era Sales Company Limited 17,374,602 73,537,517 (59,500,000) - 31,412,119

Able Motors Company Limited 7,410,188 18,948,174 (18,000,000) - 8,358,362

Kunshan Chaitai-Xincheng Precision Forging Company Limited 1,619,193 6,257,925 - - 7,877,118

AAPICO Hitech Parts Company Limited 85,347,992 105,856,202 (88,397,885) - 102,806,309

AAPICO Hitech Tooling Company Limited 6,406,130 123,036,705 (118,677,663) - 10,765,172

AAPICO Forging Public Company Limited 30,593,741 399,888,880 (398,357,135) - 32,125,486

AAPICO Plastics Public Company Limited 537,003 10,864,357 (11,401,360) - -

AAPICO ITS Company Limited 1,228,823 8,924,024 - - 10,152,847

AAPICO Structural Products Company Limited - 50,526,466 (50,000,000) - 526,466

Associate

MINTH AAPICO (Thailand) Company Limited - 339,726 - - 339,726

Related company

Yamakawa Dies Manufacturing R&D

Company Limited 6,293,014 965,213 - - 7,258,227

Total 156,810,686 799,145,189 (744,334,043) - 211,621,832


Subsidiaries

New Era Sales Company Limited 266,000,000 - (51,500,000) - 214,500,000

Able Motors Company Limited 25,000,000 6,000,000 - - 31,000,000

AAPICO Forging Public Company Limited 1,133,999,000 153,227,203 - - 1,287,226,203

AAPICO Hitech Parts Company Limited 567,500,000 - (48,305,497) - 519,194,503

AAPICO Hitech Tooling Company Limited 22,889,198 115,991,650 - - 138,880,848

Kunshan Chaitai-Xincheng Precision

Forging Company Limited 9,745,428 - (6,000,000) (443,632) 3,301,796

AAPICO ITS Company Limited 120,000,000 - (14,730,000) - 105,270,000

AAPICO Structural Products Company Limited - 112,000,000 - - 112,000,000

Associate

MINTH AAPICO (Thailand) Company Limited - 80,000,000 - - 80,000,000

Related company

Yamakawa Dies Manufacturing R&D Company Limited 9,500,000 - (110,000) - 9,390,000

Total 2,154,633,626 467,218,853 (120,645,497) (443,632) 2,500,763,350

Short-term loans and interest payable to related parties

Subsidiaries

AAPICO Engineering Company Limited - 10,025,068 - - 10,025,068

AAPICO Amata Company Limited 822,593,364 816,856,838 (128,000,000) - 1,511,450,202

AAPICO Mitsuike (Thailand) Company Limited - 13,413,911 (13,400,000) - 13,911

Total 822,593,364 840,295,817 (141,400,000) - 1,521,489,181

77

ANNUAL REPORT 2009

Guarantee obligations with related parties

The Company has outstanding guarantee obligations with its related parties, as described in

Note 33.4.

7. Trade accounts receivableThe balances of trade accounts receivable as at December 31, 2009 and 2008, aged on the basis

of due dates, are summarised below:(Unit: Baht)



2009 2008 2009 2008

Age of receivables

Trade accounts receivable - related parties

Not yet due and past due not over 3 months 2,462,432 296,108 23,950,650 7,450,173

Past due 3 - 12 months - - 3,961,186 26,876,168

Past due more than 12 months - - 24,738,447 1,391,000

Total 2,462,432 296,108 52,650,283 35,717,341

Trade accounts receivable - unrelated parties

Not yet due and past due not over 3 months 1,105,099,906 1,093,715,336 206,027,256 171,124,297

Past due 3 - 12 months 5,580,740 13,043,735 73,228 283,375

Past due more than 12 months 14,378,588 43,643,895 1,570,718 1,628,937

Total 1,125,059,234 1,150,402,966 207,671,202 173,036,609

Less: Allowance for doubtful accounts (12,849,181) (26,672,092) (1,769,706) (1,769,706)

1,112,210,053 1,123,730,874 205,901,496 171,266,903

Total trade accounts receivable - net 1,114,672,485 1,124,026,982 258,551,779 206,984,244

As at December 31, 2009, rights of claim over trade accounts receivable of the subsidiary of

Baht 3.6 million (2008: Baht 4.7 million) have been transferred to a company as collateral to secure

the loan facilities granted by that company under financial lease agreements.

8. Inventories(Unit: Baht)

Consolidated financial statements

Allowance for diminution in value of inventories

Reduction of cost to

Cost net realisable value Stock obsolescence Inventories-net

2009 2008 2009 2008 2009 2008 2009 2008

Finished goods 251,498,573 269,538,678 (1,493,570) (1,299,561) (28,128,311) (34,541,818) 221,876,692 233,697,299

Raw materials 162,853,376 207,364,760 - (72,312) (35,638,482) (14,371,835) 127,214,894 192,920,613

Work in process 288,165,552 288,604,683 (1,286,841) (1,507,305) (46,096,840) (19,837,943) 240,781,871 267,259,435

Spare parts and 90,248,260 91,057,737 - - (36,457,619) (28,516,786) 53,790,641 62,540,951

supplies

Goods in transit 120,426 - - - - - 120,426 -

Total 792,886,187 856,565,858 (2,780,411) (2,879,178) (146,321,252) (97,268,382) 643,784,524 756,418,298


(Unit: Baht)

Separate financial statementsAllowance for diminution in value of inventoriesReduction of cost to

Cost net realisable value Stock obsolescence Inventories-net2009 2008 2009 2008 2009 2008 2009 2008

Finished goods 33,603,162 41,905,963 (400,000) (400,000) (236,802) (3,652,213) 32,966,360 37,853,750Raw materials 39,692,314 57,144,975 - - - - 39,692,314 57,144,975Work in process 120,012,381 120,037,909 - - - - 120,012,381 120,037,909Spare parts and 6,775,175 10,164,148 - - - - 6,775,175 10,164,148suppliesTotal 200,083,032 229,252,995 (400,000) (400,000) (236,802) (3,652,213) 199,446,230 225,200,782

9. Restricted bank depositsThese represent banks deposits pledged with banks to secure credit facilities.

10. Investments in subsidiariesDetails of investments in subsidiaries as presented in separate financial statements are as follows:

(Unit: Thousand Baht)Shareholding Dividend receivedCompanyûs name Paid-up capitalpercentage

Costduring the year

2009 2008 2009 2008 2009 2008 2009 2008(%) (%)

New Era Sales Co., Ltd. Baht 20 million Baht 20 million 100 100 20,000 20,000 - -AAPICO Amata Co., Ltd. Baht 800 million Baht 800 million 100 100 1,164,139 1,164,139 - 130,000Able Motors Co., Ltd. Baht 20 million Baht 20 million 100 100 19,999 19,999 - -AAPICO Engineering Co., Ltd. Baht 10 million Baht 10 million 100 100 10,000 10,000 - -Tenaga Setia Resources SDN. BHD. RM 6 million RM 6 million 49 49 31,393 31,393 - -Kunshan Chaitai-Xincheng Precision USD 3.5 million USD 2.3 million 100 100 136,377 125,592 - -Forging Co., Ltd.AAPICO ITS Co., Ltd. Baht 100 million Baht 100 million 60 60 62,175 62,175 - -AAPICO Hitech Parts Co., Ltd. Baht 120 million Baht 120 million 100 100 120,000 120,000 - -AAPICO Hitech Tooling Co., Ltd. Baht 65 million Baht 65 million 100 100 65,000 65,000 - -AAPICO Shanghai Co., Ltd. USD 2 million USD 2 million 100 100 80,682 80,682 - -AAPICO Investment Pte. Ltd. SGD 6.97 million SGD 6.97 million 100 100 167,950 167,950 - -Katsuya (Thailand) Co., Ltd. - Baht 28.5 million - 55 - 15,675 - -AAPICO Mitsuike (Thailand) Co., Ltd. Baht 8.25 million Baht 8.25 million 51 51 4,208 4,208 - -AAPICO Forging Public Co., Ltd. Baht 500 million Baht 500 million 100 100 1,823,907 1,823,907 - -AAPICO Structural Products Co., Ltd. Baht 100 million Baht 100 million 100 100 100,000 100,000 - -A Maction Co., Ltd. Baht 10 million - 51 - 5,100 - - -New Era Sales (M) SDN. BHD. RM 1.5 million - 49 - 8,263 - - -AAPICO Technology Co., Ltd. Baht 0.25 million - 51 - 128 - - -Total 3,819,321 3,810,720 - 130,000Less: Allowance for impairment (136,701) (146,046)Net 3,682,620 3,664,674

79

ANNUAL REPORT 2009

Significant transactions regarding the investments in subsidiary companies during 2009 and 2008

are as follows:

a) During the second quarter of 2008, the Company and a Japanese company entered into

the Joint Venture Agreement to jointly establish a company to manufacture dies and jigs, in

which the Company will hold a 60% equity interest. However, as at December 31, 2009 and

2008, that company has not yet been established.

b) During the third quarter of 2008, the Company purchased 1,000 ordinary shares of AAPICO

Forging Public Company Limited, costing Baht 18,000, from the minority shareholders.

c) During the fourth quarter of 2008, the Company acquired a 100% equity interest in AAPICO

Structural Products Company Limited, a new company registered in Thailand, at a cost of

Baht 100 million.

d) During the fourth quarter of 2008, AAPICO Engineering SDN. BHD., a subsidiary of Tenaga

Setia Resources SDN. BHD., increased its share capital by RM 1 million, and Tenaga Setia

Resources SDN. BHD. purchased all of this additional capital. Subsequently, Tenaga Setia

Resources SDN. BHD. disposed of some of its investments in AAPICO Engineering SDN. BHD

to New Era Sales (M) SDN. BHD., an associate of the Company. This resulted in a decrease

in the shareholding in this company from 100% to 49%.

e) AAPICO ITS Company Limited, a subsidiary, registered the change of its name from çAble

ITS Company Limitedé to çAAPICO ITS Company Limitedé with the Ministry of commerce on

December 29, 2008.

f) During the first quarter of 2009, the Company transferred its investment in Katsuya (Thailand)

Co., Ltd. from investment in subsidiary to other investment because the Company no longer

has management control over that company. In addition, the Company has provided no

financial support to that company and is in the process of deciding whether dispose of

the remaining investment.

g) During the first quarter of 2009, Kunshan Chaitai-Xincheng Precision Forging Co., Ltd.

increased its share capital by USD 1.15 million through the issue of dividend shares and

cash collection, all of which acquired by the Company.

h) During the first quarter of 2009, AAPICO Investment Pte. Ltd., a subsidiary of the Company,

transferred investments in its subsidiary, A Maction Co., Ltd., to the Company. The Company

also purchased additional investment in A Maction Co., Ltd. As a result, the Company directly

holds 51% of the shares of A Maction Co., Ltd.

i) During the second quarter of 2009, the Company purchased additional investments in New

Era Sales (M) SDN. BHD., an associate, at a price of RM 0.1 million. As a result, the Companyûs


percentage shareholding in that company rose from 40% to 49%. The Company therefore

transferred this investment from investment in associate to investment in subsidiary because

it is able to exercise management control over that company.

j) During the third quarter of 2009, the Company invested in a 51% interest in the equity of

AAPICO Technology Co., Ltd., a company registered in Thailand, at a cost of Baht 0.13 million.

The financial statements for the year ended December 31, 2009 of six subsidiaries which are included

in the consolidated financial statements were audited by other auditors. Their aggregate assets and

revenues are as follows:


Total assets Total revenues

Tenaga Setia Resources SDN. BHD. 233 1,282

Kunshan Chaitai-Xincheng Precision Forging Co., Ltd. 470 560

AAPICO Shanghai Co., Ltd. 86 3

AAPICO ITS Co., Ltd. 146 37

AAPICO Hitech Tooling Co., Ltd. 138 18

New Era Sales (M) SDN. BHD. 63 303

Total 1,136 2,203

The financial statements for the year ended December 31, 2008 of five subsidiaries which are

included in the consolidated financial statements were audited by other auditors. Their aggregate

assets and revenues are as follows:


Total assets Total revenues

Tenaga Setia Resource SDN. BHD. 219 1,226

Kunshan Chaitai-Xincheng Precision Forging Co., Ltd. 276 404

AAPICO Shanghai Co., Ltd. 89 2

AAPICO ITS Co., Ltd. 186 2

AAPICO Hitech Tooling Co., Ltd. 135 7

Total 905 1,641

The financial statements of AAPICO Engineering Company Limited, AAPICO Investment Pte., Limited,

A Maction Company Limited, AAPICO Technology Company Limited and AAPICO Mitsuike (Thailand)

Company Limited for the year ended December 31, 2009, which are included in the consolidated

financial statements for the year, were prepared by the management of those companies and were

not audited by their auditors.

The financial statements of AAPICO Engineering Company Limited, Katsuya (Thailand) Company

Limited, AAPICO Investment Pte., Limited and AAPICO Mitsuike (Thailand) Company Limited for the

year ended December 31, 2008, which are included in the consolidated financial statements for the

year, were prepared by the management of those companies and were not audited by their auditors.

81

ANNUAL REPORT 2009

11. Investments in associates11.1 Details of associates:

(Unit: Thousand Baht)Consolidated financial statements

Carrying amounts

Country of Shareholding based on equity

Companyûs name Nature of business incorporation percentage Cost method

2009 2008 2009 2008 2009 2008

(%) (%)

Investments in associates directly held by the Company

Able Sanoh Industries (1996) Manufacture and distribution Thailand 46 46 30,700 30,700 211,375 198,695

Company Limited of autoparts

New Era Sales (M) SDN. BHD. Automobile dealer in Malaysia Malaysia - 40 - 6,373 - 6,667

Sanoh Industries (Thailand) Manufacture and distribution Thailand 20 20 29,250 29,250 28,327 27,894


MINTH AAPICO (Thailand) Manufacture and distribution Thailand 40 40 71,400 35,700 53,799 35,120


131,350 102,023 293,501 268,376

Investments in associates directly held by subsidiaries

Jackspeed Corporation Limited Manufacture and distribution Singapore - 20 - 162,036 - 166,243

of car accessories

Katsuya International Pte., Limited Investment in other companies Singapore - 30 - 7,218 - -

in Singapore

Hyundai Motor (Thailand) Manufacture and distribution Thailand 30 30 120,000 120,000 84,715 100,959


120,000 289,254 84,715 267,202

Total 251,350 391,277 378,216 535,578

(Unit: Thousand Baht)Separate financial statements

Provision for Carrying amounts

Shareholding impairment based on cost

Companyûs name percentage Cost of investments method - net

2009 2008 2009 2008 2009 2008 2009 2008

(%) (%)


Able Sanoh Industries (1996) Company Limited 46 46 30,700 30,700 - - 30,700 30,700

New Era Sales (M) SDN. BHD. - 40 - 6,373 - (5,655) - 718

Sanoh Industries (Thailand) Company Limited 20 20 29,250 29,250 (5,982) (5,982) 23,268 23,268

MINTH AAPICO (Thailand) Company Limited 40 40 71,400 35,700 - - 71,400 35,700

Total 131,350 102,023 (5,982) (11,637) 125,368 90,386


11.2 Share of income/loss and dividend incomeDuring the year, the Company has recognised its share of net income/loss from investments

in associates in the consolidated financial statements and dividend income in the separate

financial statements as follows: (Unit: Thousand Baht)



Share of income (loss)

from investments in Dividend income

Companyûs name associates during the year during the year

2009 2008 2009 2008


Able Sanoh Industries (1996) Company Limited 17,942 25,661 5,262 5,799

New Era Sales (M) SDN. BHD. 1,926 2,081 - -

Sanoh Industries (Thailand) Company Limited 433 1,852 - -

MINTH AAPICO (Thailand) Company Limited (17,021) (580) - -

Investments in associates directly held by subsidiaries

Jackspeed Corporation Limited - 6,379 - 3,580

Katsuya International Pte., Limited - (4,221) - -

Hyundai Motor (Thailand) Company Limited (16,243) (19,041) - -

Total (12,963) 12,131 5,262 9,379

11.3 Summarised financial information of associatesFinancial information of the associates is summarised belows:


Total revenues Net incomePaid-up capital Total assets Total liabilities

for the the (loss) forCompanyûs name as at as at as at

years ended years ended31 December 31 December 31 December

31 December 31 December

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

Investments in associates

directly held by the Company

Able Sanoh Industries

(1996) Company Limited 117.7 117.7 662.2 639.8 198.9 204.4 856.6 1,202.8 39.4 58.1

New Era Sales (M) SDN. - RM 1.5 - 51.3 - 38.6 - 511.5 - 5.2

BHD. million

Sanoh Industries (Thailand) 146.3 146.3 226.5 241.5 84.8 102.1 242.1 283.6 2.2 9.2

Company Limited

MINTH AAPICO (Thailand) 178.5 89.3 463.6 95.7 317.8 7.2 14.2 1.9 (31.2) (1.4)

Company Limited

Investments in associates

directly held by subsidiaries

Katsuya International Pte., - SGD 1 - 13.2 - 35.0 - - - (36.4)

Limited million

Hyundai Motor (Thailand) 437.5 400.0 657.8 842.1 599.0 767.2 1,958.2 934.7 (49.5) (109.7)

Company Limited

83

ANNUAL REPORT 2009


Total revenues Net loss

Paid-up capital Total assets Total liabilities for the for the

Companyûs name as at as at as at six-month six-month

31 August 2008 31 August 2008 31 August 2008 period ended period ended31 August 2008 31 August 2008

Investments in associate directly held by subsidiary

Jackspeed Corporation SGD 24.1 1,032.0 262.8 519.3 (9.6)

Limited million

Significant transactions regarding the investments in associates during 2009 and 2008 are

as follows:

a) During the first quarter of 2008, the Company entered into a Joint Venture Agreement

with SINOONE Holdings Limited and MINTH Group Limited to jointly establish a new

company in the name of çMINTH AAPICO (Thailand) Co., Ltd.é, in which the Company

acquired a 40% interest. That company has been established in May 2008.

b) During the third quarter of 2008, AAPICO ITS Company Limited, a subsidiary company,

acquired a 30% equity interest in Hyundai Motor (Thailand) Company Limited, a

company registered in Thailand, at cost of Baht 120 million.

c) During the first quarter of the current year, Jackspeed Corporation Limited, an associate

of AAPICO Investment Pte. Ltd., increased its share capital by 21.6 million ordinary

shares, with the company making no additional investment. As a result, the shareholding

of AAPICO Investment Pte. Ltd., a subsidiary, has fallen from 20 percent to 18 percent,

and the Company transferred the investment to other investment because it no longer

has significant influence over that company.

d) During the first quarter of the current year, the Company invested an additional Baht 35.7

million in MINTH AAPICO (Thailand) Company Limited since such company called-up

additional unpaid share capital.

e) During the last quarter of the current year, Hyundai Motor (Thailand) Company Limited,

an associate of AAPICO ITS Co., Ltd., increased its share capital by issuing 37.5 million

cumulative preferred shares, with AAPICO ITS Co., Ltd. making no additional investment.

f) During the last quarter of the current year, AAPICO Investment Pte. Ltd., a subsidiary of

the Company, disposed a whole investment of Katsuya International Pte. Ltd. to an

overseas company, at a price of SGD 1, which approximates net book value of the

investment.

The Companyûs interest in the equity of New Era Sales (M) SDN. BHD. in the consolidated

financial statements for the years end December 31, 2009 and 2008 were determined based on

the financial statements audited by its auditor.


Since the accounting period of Jackspeed Corporation Limited ends in February, share of

income from investment in such associate for the year ended December 31, 2008, as included

in the consolidated statements of income, was recorded based on unaudited/unreviewed

financial statements for the six-month period ended August 31, 2008. The management did

not expect that the effects of transactions occurring between the date of the financial

statements of the associate and that of the Companyûs financial statements would be

significant.

The Companyûs interest in the equity of Sanoh Industries (Thailand) Company Limited, Katsuya

International Pte. Limited and MINTH AAPICO (Thailand) Company Limited for the year ended

December 31, 2009 were determined based on the unaudited financial statements of those

companies.

The Companyûs interest in the equity of Sanoh Industries (Thailand) Company Limited, Katsuya

International Pte. Limited, MINTH AAPICO (Thailand) Company Limited and Hyundai Motor

(Thailand) Company Limited for the year ended December 31, 2008 were determined based on

the unaudited financial statements of those companies.

12. Other long-term investment(Unit: Thousand Baht)



2009 2008 2009 2008

Available-for-sale securities

Marketable equity securities 193,305 37,321 - -

Allowance for change in value (89,059) (1,750) - -

104,246 35,571 - -

Other investments

Equity securities 15,675 - 15,675 -

Less: Allowance for impairment (15,675) - (15,675) -

- - - -

Total other long-term investments - net 104,246 35,571 - -

13. Goodwill(Unit: Million Baht)

Balance as at

31 December 2009 31 December 2008

Goodwill from purchase of subsidiaries:

AAPICO Amata Company Limited 230 230

AAPICO Forging Public Company Limited 1,152 1,152

Other companies 5 12

Total 1,387 1,394

Less: Allowance for impairment (100) (107)

Net 1,287 1,287

85

ANNUAL REPORT 2009

As at December 31, 2009, the Company has examined, estimated and adjusted the fair value of

the majority of the net assets of AAPICO Forging Public Company Limited, and the Company is

negotiating with the former major shareholders with respect to claims made under the clause of

representation and warranty of the share purchase agreement, to recover the adjusted value of the

subsidiaryûs net assets.

The global economic crisis at the end of 2008 had an extensive impact on all business sectors,

including the automotive and related industries, and there are a number of uncertainties. The crisis

has had a negative impact on the value of goodwill in subsidiaries recorded in the financial statements.

In 2008 the Company set aside provision for impairment of goodwill of AAPICO Forging Public

Company Limited totalling Baht 100 million. At the end of 2009, the Company determined that

the allowance for impairment recorded in the accounts is adequate, based on estimates made by

the management of the Company derived from discounted cash flow projections of the subsidiary

prepared under current circumstances. Pre-tax discount rates of 8.97% p.a. and 9.86% p.a.

respectively, and financial parameters provided by third parties, were used, with a growth scenario

based on a global automotive analystûs report. However, actual results may differ from these estimates

depending on the further progress of the global economic crisis and the future economic environment.

14. Property, plant and equipment(Unit: Baht)

Consolidated financial statements

Building under

construction,

machinery

and factory

equipment

Building and Machinery Motor vehicles under

Building and factory and office production/

Land Improvements equipment equipment installation Total

Cost31 December 2008 476,409,430 1,290,611,782 5,394,455,032 190,742,535 974,599,353 8,326,818,132Acquisitions 67,636,154 3,624,033 161,710,888 22,932,463 720,274,309 976,177,847Disposals/Write-off (60,664,163) (23,605,412) (70,968,367) (14,121,823) (773,015) (170,132,780)Transfer in (out) 161,793,211 256,378,015 351,488,733 1,929,958 (769,756,020) 1,833,897Capitalised interest - - - - 11,868,483 11,868,483Acquisition of subsidiary during - - 1,532,858 15,620,516 - 17,153,374the yearTranslation adjustment - (1,974,811) (9,444,497) (864,708) (1,356,142) (13,640,158)31 December 2009 645,174,632 1,525,033,607 5,828,774,647 216,238,941 934,856,968 9,150,078,795Accumulated depreciation31 December 2008 - 390,875,821 3,297,097,429 127,875,971 - 3,815,849,221Depreciation for the year - 53,988,030 289,797,303 24,465,371 - 368,250,704Depreciation on disposals/write-off - (517,000) (16,386,189) (5,838,442) - (22,741,631)Acquisition of subsidiary during - - 1,099,886 10,324,484 - 11,424,370the yearTranslation adjustment - (1,253,350) (4,893,897) (560,031) - (6,707,278)31 December 2009 - 443,093,501 3,566,714,532 156,267,353 - 4,166,075,386


(Unit: Baht)Consolidated financial statements

Building underconstruction,machineryand factoryequipment

Building and Machinery Motor vehicles underBuilding and factory and office production/

Land Improvements equipment equipment installation TotalAllowance for impairment loss31 December 2008 - - 4,539,880 - - 4,539,880Increase during the year - - 4,155,007 - - 4,155,00731 December 2009 - - 8,694,887 - - 8,694,887Net book value31 December 2008 476,409,430 899,735,961 2,092,817,723 62,866,564 974,599,353 4,506,429,03131 December 2009 645,174,632 1,081,940,106 2,253,365,228 59,971,588 934,856,968 4,975,308,522Depreciation for the years2008 398,575,8272009 368,250,704

(Unit: Baht)Separate financial statements

Building underconstruction,machineryand factoryequipment

Building and Machinery Motor vehicles underBuilding and factory and office production/

Land Improvements equipment equipment installation TotalCost31 December 2008 85,150,153 171,691,127 473,196,281 55,171,274 197,855,664 983,064,499Acquisitions 67,636,153 1,124,266 11,533,649 435,629 406,339,814 487,069,511Disposals/write-off (41,829,165) - (1,400,000) (72,143) (773,015) (44,074,323)Transfer in (out) - - 3,264,515 - (3,264,515) -Capitalised interest - - - - 5,935,568 5,935,56831 December 2009 110,957,141 172,815,393 486,594,445 55,534,760 606,093,516 1,431,995,255Accumulated depreciation31 December 2008 - 92,478,573 286,669,311 42,022,899 - 421,170,783Depreciation for the year - 9,355,985 29,466,017 6,000,401 - 44,822,403Depreciation on disposals/write-off - - (1,399,994) (22,305) - (1,422,299)31 December 2009 - 101,834,558 314,735,334 48,000,995 - 464,570,887Net book value31 December 2008 85,150,153 79,212,554 186,526,970 13,148,375 197,855,664 561,893,71631 December 2009 110,957,141 70,980,835 171,859,111 7,533,765 606,093,516 967,424,368Depreciation for the years2008 56,246,5842009 44,822,403

87

ANNUAL REPORT 2009

As at December 31, 2009, the Group had an outstanding balance of work under construction for

new plants of approximately Baht 621 million (2008: Baht 472 million). Construction of the project

has been financed with loans from banks and borrowing costs totaling approximately Baht 11.9

million and Baht 2.3 million were capitalised during the years ended December 31, 2009 and 2008,

respectively. The weighted average rate used to determine the amount of borrowing costs eligible

for capitalisation was 3.7% (2008: 3.6%).

As at December 31, 2009, the Group had machinery, motor vehicles and equipment under finance

lease agreements with net book values amounting to Baht 24.6 million (2008: Baht 40.7 million).

As at December 31, 2009 and 2008, certain equipment items of the Group have been fully depreciated

but are still in use. The original cost of those assets amounted to approximately Baht 2,531 million

and Baht 2,302 million, respectively (Separate financial statements: Baht 215 million and Baht 174

million, respectively).

Three subsidiaries have mortgaged land with structures thereon, certain machinery and certain

factory equipment with a total net book value as at December 31, 2009 of Baht 508 million (2008: Baht

385 million) as collateral for credit facilities granted by banks.

15. Leasehold right(Unit: Baht)

Consolidatedfinancial statements

2009 2008

Cost 142,409,533 142,409,533

Accumulated amortisation (16,168,486) (11,430,844)

Translation adjustment (3,934,780) (4,225)

Net book value 122,306,267 130,974,464

Amortisation expenses included in the income statements for the year 4,737,642 4,811,421

Subsidiaries have pledged their land leasehold right with a net book value as at 31 December 2009

of Baht 117 million (2008: Baht 124 million) as collateral for credit facilities granted by banks.

16. Intangible assetsDetails of intangible assets are as follows:

(Unit: Baht)Consolidated financial statements

Net book value Acquisition Amortisation Net book value

as at as at


Computer software 59,927,841 6,324,910 (9,541,735) 56,711,016

Cost of product development 39,768,627 - (2,198,655) 37,569,972

Total 99,696,468 6,324,910 (11,740,390) 94,280,988



Net book value Acquisition Amortisation Net book value

as at as at


Computer software 39,988,067 892,000 (5,424,713) 35,455,354

17. Non-operating assets(Unit: Baht)

Consolidatedfinancial statements

2009 2008

Land and building 47,200,000 47,200,000

Less : Accumulated depreciation (868,738) (868,738)

Accumulated allowance for impairment loss (1,331,262) -

Net book value 45,000,000 46,331,262

18. Bank overdrafts and short-term loans from banks (Unit: Baht)

Interest rate Consolidated Separate(percent per annum) financial statements financial statements

2009 2008 2009 2008

Bank overdrafts 7.75% - 9.25% 75,032,225 47,518,220 - -

Short-term loan from banks 2.80% - 6.37% 586,964,689 1,032,823,200 405,000,000 862,000,000

Total 661,996,914 1,080,341,420 405,000,000 862,000,000

As at December 31, 2009, bank overdrafts and short-term loans from banks are secured by the

mortgage of certain land and building thereon of the subsidiaries, the pledge of land leasehold of a

subsidiary, and by the guarantees of the directors of the Group, the Company and the subsidiary

company.

As at December 31, 2008, bank overdrafts and short-term loans from banks are secured by the

mortgage of certain land and building thereon of the subsidiaries, the pledge of land leasehold of a

subsidiary, certain machinery and factory equipment of a subsidiary, certain fixed deposit accounts of

a subsidiary, and by the guarantees of the directors of the Group and the subsidiary company.

19. Long-term loans (Unit: Baht)

Loan Interest rate (%) Repayment scheduleConsolidated Separate


2009 2008 2009 20081 THBFIX+0.65% Repayable in quarterly 825,000,000 1,125,000,000 825,000,000 1,125,000,000

installments of Baht 75 millioneach from December 2008 toSeptember 2012

2 Interest rates based on the Repayable in 9 quarterly - 6,554,392 - -interest rates announced by installments, with the first duea bank in the Peopleûs in June 2007Republic of China

89

ANNUAL REPORT 2009

(Unit: Baht)

Loan Interest rate (%) Repayment scheduleConsolidated Separate


2009 2008 2009 2008

3 THBFIX+0.4% Repayable in 36 monthly 122,000,000 290,000,000 122,000,000 290,000,000

installments, with the first of

these due in July 2008

4 THBFIX+2.25% Repayable in 60 monthly 312,900,000 393,300,000 312,900,000 393,300,000


these due in December 2008

5 Interest rates based on the Repayable in 180 monthly 79,581,053 87,153,952 - -

interest rates announced installments, with the first

by bank in Malaysia, of these due in March 2008

minus 1.5%

6 LIBOR + 3.0% and interest Repayable in 34 monthly 60,410,148 - - -

rates based on the interest installments, with the first of

rates announced by a bank these due in October 2009

in the Peopleûs Republic

of China

7 THBFIX+3.5% Repayable in quarterly 360,000,000 - 360,000,000 -

installments of Baht 20 million

each from July 2009 to April

2010 and Baht 40 million each

from July 2010 to April 2012

8 FDR + 3.3% Repayable in 60 monthly 535,000,000 - 535,000,000 -


these due in January 2011

Total 2,294,891,201 1,902,008,344 2,154,900,000 1,808,300,000

Less: Current portion (1,408,089,625) (559,213,202) (1,379,900,000) (548,400,000)

Long-term loans - net 886,801,576 1,342,795,142 775,000,000 1,259,900,000

Long-term loans of the Company are guaranteed by a subsidiary company and long-term loans of

the subsidiaries are secured by the pledge of land leasehold, certain machinery and factory equipment

of subsidiaries, and by the guarantee of the Company, a subsidiary company and directors of

the Company.

The loan agreements contain covenants relating to various matters as specified in the agreements,

including restrictions on providing loans other than loans to intercompany, and the maintenance

of certain financial ratios that, among other things, require the Company to maintain certain debt

to equity according to the agreements.

As at December 31, 2009, the Company could not maintain certain financial ratios as stipulated

in the agreements with certain banks and is in the process of requesting a waiver from the banks.

However, to comply with TAS 35, the Company classified the whole amount of the debt, including the

long-term portion, as a current liability.


20. Liabilities under finance lease agreements(Unit: Baht)

Consolidated

financial statements

2009 2008

Liabilities under finance lease agreements 5,621,006 12,421,505

Less : Deferred interest expenses (404,107) (682,170)

Total 5,216,899 11,739,335

Less : Portion due within one year (2,794,905) (9,138,130)

Liabilities under finance lease agreements - net of current portion 2,421,994 2,601,205

The subsidiaries have entered into the finance lease agreements with leasing companies for rental of

machinery and motor vehicles for use in their operation, whereby they are committed to pay rental on

a monthly basis. The terms of the agreements are generally 5 years and are non-cancellable.

As at December 31, 2009, Future minimum lease payments required under the finance lease

agreements were as follows:

(Unit: Baht)

Less than 1 year

1-5 years Total

Future minimum lease payments 2,991,542 2,629,464 5,621,006

Deferred interest expenses (196,637) (207,470) (404,107)

Present value of future minimum lease payments 2,794,905 2,421,994 5,216,899

21. Short-term loans from directorsAs at December 31, 2009, these represent loans from directors of subsidiary companies, which are

interest free and due at call.

Loan balances as at December 31, 2008 amounting to Baht 17 million, represented loans from a

director of subsidiary company, carrying interest at a rate of 3.5 percent per annum and due at call.

22. Treasury sharesAs at December 31, 2009 and 2008, details of treasury shares are as follows:

Consolidated and separatefinancial statements

Value of treasury shares (Thousand Baht) 192,810

Number of treasury shares (Thousand shares) 13,486

Average price per share (Baht) 14.30

Percentage of the Companyûs shares in issue which are treasury shares 4.78

Any shares bought back are to be resold on the Stock Exchange of Thailand during the period

from June 1, 2007 to November 28, 2009. Resale of shares, cancellations of the repurchased shares

and reductions of share capital are to conform with the 2001 Ministerial Regulations on the principles

and procedures for the repurchase and resale of shares. The determination of the resale price will

take into account the prevailing market price at the time of sale.

91

ANNUAL REPORT 2009

The meeting of the Board of Directors of the Company held on 8 December 2009 passed a resolution

approving a decrease in the Companyûs registered and paid-up share capital because the period

for the Company to hold treasury shares had ended and the Company had not resold the shares.

The Company registered the decrease in its registered and paid-up share capital by 13,485,700

ordinary shares with a par value of Baht 1 each, with the Ministry of Commerce on January 18, 2010.

23. Reserve for treasury sharesUnder the notification of the Office of the Securities and Exchange Commission no. Gor Lor Tor.

Chor Sor. (Wor) 2/2548 and the notification of the Federation of Accounting Professions no. Sor.

Sor Wor Bor Chor. 016/2548 public companies have to set aside retained earnings in an amount

equal to the amount paid for treasury shares until they either dispose of such shares or reduce

paid-up capital to cancel any remaining shares.

24. Preferred sharesThe preferred shares of the Company have the following rights:

1. Convertible to ordinary shares in a ratio of 1:1 once a period of three years has lapsed from

the date of their issue.

2. Voting rights of one vote per share.

3. The preferred shares are non-cumulative and each time a dividend is declared it is to be

distributed pro rata to each of the preferred shares and the ordinary shares in an equal

amount per share.

4. In case of the liquidation of the Company, after full repayment or provision for all financial

indebtedness of the Company, any remaining assets are to be distributed to the holders of

the preferred shares and the ordinary shares in the following priority order:

a) Each of the preferred shares are entitled to a return on capital equivalent to 75% of

the offering price of each preferred share. If the remaining assets are inadequate

for the return on capital at this rate, all remaining assets are to be distributed pro rata

to each of the preferred shares in an equal amount per share.

b) The remaining assets (if any) after the allocation under paragraph a) are to be

distributed pro rata to each of the preferred shares and the ordinary shares in an

equal amount per share.

25. Dividends(Unit: Baht)

Approved by Total dividends Dividend per share

Dividends for the year 2007 Annual General Meeting 64,528,968 0.23

of the Shareholders on

28 April 2008

Interim dividends for 2008 Board of Directorsû 77,960,033 0.29

meeting on 14 August

2008

Total 142,489,001 0.52


26. Share capital / warrantsThe meeting of the Board of Directors of the Company held on April 20, 2006 passed a resolution

approving the issue of no more than 2,823,600 registered, transferable warrants free of charge to

directors and employees of the Company. These warrants are exercisable at a price of Baht 26 per

share in a ratio of 1 warrant to 1 new ordinary share (unless there is a right adjustment), every 12

months for a period of 5 years from the issue and offering date. Warrant holders may exercise their

options as follows:

The first year - Up to 20 percent of total warrants allotted may be exercised

The second year - A cumulative total of up to 40 percent of the warrants allotted may be exercised

The third year - A cumulative total of up to 60 percent of the warrants allotted may be exercised

The fourth year - A cumulative total of up to 80 percent of the warrants allotted may be exercised

The fifth year - A cumulative total of up to 100 percent of the warrants allotted may be

exercised

The period over which the warrantholders may sell the warrants, and the proportion that may be sold

are the same as for the exercise of the warrants, as outlined above.

To date, the Company is in the process of requesting approval for the issue of the above warrants

from the Office of the Securities and Exchange Commission.

27. Statutory reservePursuant 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 income 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. Other income(Unit: Baht)

Consolidated Separatefinancial statements financial statements

2009 2008 2009 2008

Scrap sales 150,471,978 326,497,724 35,732,728 68,192,655

Interest income 5,015,469 4,880,086 85,893,825 82,746,899

Others 95,822,156 104,501,132 15,926,635 21,114,065

Total 251,309,603 435,878,942 137,553,188 172,053,619

93

ANNUAL REPORT 2009

29. Expenses by natureSignificant expenses by nature are as follow:

(Unit: Baht)

Consolidated Separatefinancial statements financial statements

2009 2008 2009 2008

Salary and wages and other employee benefits 609,111,332 788,286,270 144,923,293 182,751,044

Depreciation 368,250,704 398,575,827 44,822,403 56,246,584

Loss on impairment of assets 5,486,269 4,539,880 - -

Amortisation expenses 16,478,032 13,461,370 5,424,713 5,345,781

Warranty provisions 1,750,710 (2,828,711) - -

Rental expenses 35,640,059 52,950,094 4,103,286 4,129,905

Raw materials and consumables used 5,246,333,108 5,372,921,476 668,415,520 965,150,248

Changes in finished goods and work in process 18,479,236 (74,014,189) 8,328,329 (23,414,642)

30. Promotional privilegesThe Company has received promotional privileges from the Board of Investment for the manufacture

of stamping parts, pursuant to the promotion certificate No. 1470(2)/2546 issued on September 4,

2003. Subject to certain imposed conditions, the privileges include an exemption from corporate

income tax for a period of 7 years from the date the promoted activity commenced generating

revenues (August 5, 2004) and exemption from income tax on dividends paid from the profit of the

operations throughout the period in which the corporate income tax is exempted.

The Companyûs operating revenues for the years are below shown divided according to promoted

and non-promoted operations.


2009 2008

Promoted Non-promoted Promoted Non-promoted

operations operations Total operations operations Total

Sales and service income

Domestic 170,855,537 997,537,045 1,168,392,582 216,357,034 1,286,691,233 1,503,048,267

Export - 2,156,182 2,156,182 - 262,965,083 262,965,083

Total 170,855,537 999,693,227 1,170,548,764 216,357,034 1,549,656,316 1,766,013,350

The seven subsidiaries were granted investment promotional privileges by the Board of Investment

(BOI). Important tax privileges granted to the companies are summarised below.


Exemption from Exemption from Exemption from

corporate income tax corporate income tax corporate income tax

for 5 years for 7 years for 8 yearscommencing from commencing from commencing from

AAPICO Amata Company Limited

Manufacture of frame components - 28 April 2002 -

for automobiles

AAPICO Hitech Parts Company Limited

Manufacture of stamping parts - 16 November 2006 -

AAPICO Hitech Tooling Company Limited

Manufacture of autoparts - - Not yet utilised

AAPICO ITS Company Limited

Manufacture of car navigation system - - Not yet utilised

Software operation - - Not yet utilised

AAPICO Jackspeed Company Limited

Manufacture of metal parts - 20 March 2007 -

AAPICO Plastics Public Company Limited

Manufacture of plastic parts 21 October 2008 - -

Manufacture of plastic fuel tank - - Not yet utilised

A Maction Company Limited

Development of software - - Not yet utilised

31. Earnings per shareBasic earnings (loss) per share is calculated by dividing the net income (loss) for the year by

the weighted average number of ordinary shares held by outside shareholders in issue during the

year by net from the treasury stock held by the Company.

The convertible preferred shares are excluded from determination of the number of potential ordinary

shares since the value of the convertible preferred shares exceeds the fair value of the ordinary

shares.

32. Provident fundThe Company and some subsidiaries and their employees have jointly established provident funds

in accordance with the Provident Fund Act B.E. 2530. Both employees and the Group contribute to

the funds monthly at rates of 2%-4% of basic salary. The funds will be paid to employees upon

termination in accordance with the fund rules. During the year 2009, the Group contributed Baht

6 million (2008: Baht 6 million) to the funds.

33. Commitment and contingent liabilities33.1 Capital commitments

a) As at December 31, 2009, the Group had capital commitments of approximately

Baht 173.2 million and USD 0.1 million, totalling Baht 176.5 million, relating to the

purchase of plots of land, construction of factory buildings, and acquisition of machinery

and raw materials from third parties; and commitments of JPY 602.4 million, or Baht

220.3 million, relating to the acquisition of machinery from a related company.

95

ANNUAL REPORT 2009

b) As at December 31, 2009, the Company had outstanding commitment of Baht 18 million

in respect of uncalled portion of investments in its subsidiaries.

33.2 Operating lease and service commitmentsThe Group has entered into several lease agreements in respect of the lease of land,

office building space and equipment and service agreement. The terms of the agreements

are generally between 1 and 15 years.

As at December 31, 2009, future minimum lease and service payments required under these

non-cancellable operating leases and service contracts were as follows.

Million Baht

Payable within:

Less than 1 year 9.9

1 to 5 years 27.4

More than 5 years 7.6

33.3 Long-term service commitmentsTwo subsidiaries have entered into the technical assistance agreements with the Japanese

company and German company, under which they have to pay fees at a rate as stipulated

in the agreements, on sales of certain products. The agreements are effective until 2013

and 2017, respectively. The Company has entered into a cooperation agreement with a

German company, under which it has to pay fees at the rate, as stipulated in the agreement,

per tank sender sales. The agreement is for one-year automatically extended annually for a

further period of one year. In addition, the Company has entered into service agreement

with the company, under which it has to pay fees at a certain rate, as stipulated in the

agreement, on sales of particular products to the customer of the Company. This agreement

is effective until the Company finishes the project for the customer. The fees for year 2009

amounted to approximately Baht 9.8 million (2008: Baht 21 million).

33.4 Guaranteea) As at December 31, 2009, the Company had guaranteed bank credit facilities of its

subsidiary companies amounting to Baht 2 million, USD 2 million and RMB 8 million.

b) As at December 31, 2009, there were outstanding bank guarantees of approximately

Baht 57.7 million and RM 0.1 million issued by banks on behalf of the Group in

respect of certain performance bonds as required in the normal course of business.

These included letters of guarantee amounting to Baht 40.3 million to guarantee

contractual performance and Baht 17.4 million and RM 0.1 million to guarantee

electricity use, among others.

34. Segment informationThe Groupû business operations involve 2 principal segments: the manufacture of automobile

assembly tools and parts, and sales of automobiles and the provision of automobile repair


service. These operations are carried on geographic areas in Thailand, The Peopleûs Republic of China

and Malaysia. Below is the consolidated financial information for the years ended December 31, 2009

and 2008 of the Group by segment.

(Unit: Million Baht)Sales of

Manufacture automobiles and

Elimination ofof automobiles the provision

inter-segment Consolidationassembly toolsof automobiles

revenueand partsrepair service

segmentsegment

2009 2008 2009 2008 2009 2008 2009 2008Revenues from external customers

Thailand 4,522 6,764 503 722 - - 5,025 7,486The Peopleûs Republic of China 525 380 - - - - 525 380Malaysia - - 1,564 1,211 - - 1,564 1,211

Intersegment revenues 351 395 1 3 (352) (398) - -Total revenues 5,398 7,539 2,068 1,936 (352) (398) 7,114 9,077Segment income 259 535 128 139 (29) (9) 358 665Unallocated income and expenses:

Exchange loss (8) (15)Other income 251 436Selling expenses (99) (112)Administrative expenses (423) (479)Managementûs remuneration (24) (29)Loss on impairment of investments - (107)Share of income (loss) of associates (13) 12Finance cost (128) (121)Corporate income tax (30) (20)

Net income (loss) (116) 230

(Unit: Million Baht)Sales of

Manufacture automobiles andElimination ofof automobiles the provisioninter-segment Consolidationassembly tools of automobiles

revenueand parts repair servicesegment segment

2009 2008 2009 2008 2009 2008 2009 2008Property, plant and equipment

Thailand 4,210 3,829 198 203 305 324 4,713 4,356The Peopleûs Republic of China 255 147 - - (4) (5) 251 142Malaysia - - 12 8 - - 12 8

Other assetsThailand 7,021 7,510 110 170 (3,150) (3,359) 3,981 4,321The Peopleûs Republic of China 421 283 - - (116) (59) 305 224Malaysia - - 283 211 - - 283 211

Total assets 11,907 11,769 603 592 (2,965) (3,099) 9,545 9,262

Transfer prices between business segments are as set out in Note 6.

97

ANNUAL REPORT 2009

35. Subsequent eventsa) On January 18, 2010, the Company registered a decrease in its registered and paid-up

share capital by 13,485,700 ordinary shares with a par value of Baht 1 each with the Ministry

of Commerce. The capital reduction was made to write-off the unsold treasury shares as

described in Note 22.

b) On January 27, 2010, the Company and its subsidiaries jointly entered into an agreement

with a local bank granting loan facilities amounting to Baht 1,600 million, comprising of Baht

400 million short-term loan facilities and Baht 1,200 million long-term loan facilities.

36. Financial instruments36.1 Financial risk management

The Groupûs financial instruments, as defined under Thai Accounting Standard No.32 çFinancial

Instruments: Disclosure and Presentationsé, principally comprise cash and cash equivalents,

trade accounts receivable, loans, investments, trade accounts payable, overdrafts, short-term

and long-term loans. The financial risks associated with these financial instruments and

how they are managed is described below.

Credit riskThe Group is exposed to credit risks primarily with respect to trade accounts receivable

and loans. The Group manages the risk by adopting appropriate credit control policies

and procedures and therefore does not expect to incur material financial losses. However,

a subsidiary is exposed to concentrations of credit risk with respect to trade receivable

because it has only main customer.

Interest rate riskThe Groupûs exposure to interest rate risk relates primarily to its cash at bank, loans, bank

overdrafts and interest-carrying loans.

As at December 31, 2009, the Company has outstanding interest rate swap agreements with

the banks as follows:

Notional amount Interest Receipt Rate Interest Payment Rate Due date(Million Baht)

825 THBFIX plus 0.65% Fixed rate at 4.77% 28 September 2012122 THBFIX plus 0.4% Fixed rate at 3.76% 24 September 2010180 THBFIX plus 3.5% Fixed rate at 5.97% 30 April 2012

Foreign currency riskThe Groupûs exposure to foreign currency risk arises mainly from purchase/sales of goods

and purchases of machinery transactions that are denominated in foreign currencies.

The Group uses derivative instruments, as and when it considers appropriate, to manage

such risks.

As at December 31, 2009, the Group had outstanding forward foreign exchange contracts

for the purchase of JPY 100 million at the rate of Baht 0.358 per JPY 1.


36.2 Fair values of financial instrumentsAs at December 31, 2009, the Company had unrealised loss from change in the fair value ofinterest rate swap agreements of approximately Baht 29.9 million.

Except for the derivatives discussed above, the majority of the Groupûs financial instruments areshort-term in nature or bear floating interest rates, and their fair values are therefore notexpected to be materially different from the amounts presented in the balance sheets.

A fair value is the amount for which an asset can be exchanged or a liability settled betweenknowledgeable, willing parties in an armûs length transaction. The fair value is determined byreference to the market price of the financial instrument or by using an appropriate valuationtechnique, depending on the nature of the instrument.

37. Capital managementThe primary objectives of the Companyûs capital management is to ensure that it has an appropriatefinancial structure and preserves the ability to continue its business as a going concern.

According to the balance sheet as at December 31, 2009, the Groupûs debt-to-equity ratio was 1.22:1(2008: 1.05:1) and the Company was 1.58:1 (2008: 1.29:1).

38. ReclassificationCertain amounts in the financial statements for the year ended December 31, 2008 have beenreclassified to conform to the current yearûs classification but with no effect to previously reportednet income or shareholdersû equity. The significant reclassifications are as follow:

(Unit: Baht)Consolidated Separate


As AsAs previously As previously

reclassified reported reclassified reportedDeposit for purchase of assets - related party 42,078,482 17,269,929 - -Property, plant and equipment 4,506,429,031 4,531,237,584 561,893,716 561,893,716Trade accounts payable - unrelated parties 964,442,574 954,006,895 334,221,338 323,785,659Other current liabilities 415,645,651 426,081,330 28,684,041 39,119,720Other income 435,878,942 439,155,177 - -Selling expenses 115,382,947 109,696,498 - -Administrative expenses 504,180,812 508,603,616 - -

39. Approval of financial statementsThese financial statements were authorised for issue by the Companyûs Board of Directors on March2, 2010.

Audit CompensationThe audit fee of the Company is equal to Baht 1.6 million for the fiscal year 2009.

The auditor of the Company is Ernst & Young Office Limited where Ms.Vissuta Jariyathanakorn, theauditor of the Company, doesnût have any spouse and children under supervision.

The entity that has the power in controlling the audit company is Ernst & Young while Ernst & YoungOffice Limited doesnût have any controlling entity and partner company.

99

ANNUAL REPORT 2009

Boa

rd o

f Dire

ctor

sû Infor

mat

ion

No.

Nam

eAg

eEd

ucat

ion

%Re

latio

nshi

pW

ork

Expe

rienc

e in

the

past

5 y

ears

Posit

ion

in o

ther

list

ed

of S

hare

Perio

dPo

sitio

nCo

mpa

nyco

mpa

ny

1M

r. Ye

ap S

wee

Chua

n62

-Ba

chelo

r of T

echn

ology

12.47

%M

adam

Teo

Lee

Ngo

ûs19

96-p

rese

nt- P

resid

ent a

nd C

EO- A

APIC

O Hi

tech

PLC

.-

Dire

ctor

of G

oody

ear

Pres

iden

t & C

EO(In

dust

rial m

anag

emen

t),Sp

ouse

- Dire

ctor

- Abl

e Sa

noh

Indu

strie

s (1

996)

(Tha

iland

) PLC

.* A

utho

rized

Dire

ctor

Mas

sey

Unive

rsity

, New

Zea

land

Co.,

Ltd.

-Di

rect

or C

ertif

icatio

n Pr

ogra

m20

00-p

rese

nt- D

irect

or- G

oody

ear (

Thail

and)

PLC

.(D

CP)

2M

adam

Teo

Lee

Ngo

60-

Bach

elor o

f Com

mer

ce11

.66%

Mr.Y

eap

Swee

Chu

anûs

1996

-pre

sent

- Dire

ctor

- AAP

ICO

Hite

ch P

LC.

Exec

utive

Dire

ctor

(Indu

stria

l and

Bus

iness

Spou

se- D

irect

or- A

ble

Sano

h In

dust

ries

* Aut

horiz

ed D

irect

orM

anag

emen

t), N

anya

ng(1

996)

Co.,

Ltd

.Un

ivers

ity, S

ingap

ore

3M

r. Hi

roto

Mur

ai43

-Ba

chelo

r of E

ngine

ering

-No-

-No-

2005

-pre

sent

- Dire

ctor

- AAP

ICO

Hite

ch P

LC.

Dire

ctor

(Divi

sion

of M

ater

ial P

hysic

s),

- SAI

T Co

., Lt

d. (S

ojitz

* Aut

horiz

ed D

irect

orOs

aka

Unive

rsity

, Jap

anAu

tom

otive

Inve

men

t)20

04- D

irect

or- A

utom

otive

Eng

ineer

ingSe

rvice

Ltd

.- M

iyasu

Mot

hers

onEn

ginee

ring

Desig

n Lt

d.20

02- D

irect

or- S

umi M

othe

rson

Sys

tem

4M

r. Sh

igeyu

ki Et

o55

-Ba

chelo

r of I

nter

natio

nal

-No-

-No-

2009

-pre

sent

- Dire

ctor

- AAP

ICO

Hite

ch P

LC.

Exec

utive

Dire

ctor

Finan

ce, K

obe

Unive

rsity

, Jap

an20

08- D

eput

y Ge

nera

l- A

utom

otive

Dep

t. 3,

Sojitz

Man

ager

Corp

orat

ion20

05-2

009

- Dire

ctor

- Sum

i Mot

hers

on S

yste

m5

Mr.

Kenn

eth

Ng42

-Ba

chelo

r of S

cienc

es (H

ons)

,-N

o--N

o-20

08-p

rese

nt- D

irect

or- A

APIC

O Hi

tech

PLC

.In

depe

nden

t Dire

ctor

Biot

echn

ology

, Gr

adua

ted

2005

-200

8- C

EO &

Par

tner

- NT

Asse

tup

pers

econ

d, Ki

ngûs

Colle

geLo

ndon

Univ

ersit

y, Un

ited

King

dom


No.

Nam

eAg

eEd

ucat

ion

%Re

latio

nshi

pW

ork

Expe

rienc

e in

the

past

5 y

ears

Posit

ion

in o

ther

list

ed

of S

hare

Perio

dPo

sitio

nCo

mpa

nyco

mpa

ny

6M

r. Pi

pat R

. Pun

ya61

- Bac

helor

of L

aws,

Tham

msa

t-N

o--N

o-19

96-p

rese

nt-

Inde

pend

ent

- AAP

ICO

Hite

ch P

LC.

Inde

pend

ent D

irect

orUn

ivers

ityDi

rect

or a

nd- A

ble

Sano

h In

dust

ries

(199

6)an

d Ch

airm

an o

f- M

aste

r of P

ublic

and

Priv

ate

Chair

man

of A

udit

Co.,

Ltd.

Audi

t Com

mitt

eeM

anag

emen

t, NI

DACo

mm

ittee

- Dire

ctor

Acc

redi

tatio

n Pr

ogra

m19

73-p

rese

nt-

First

clas

s law

yer

- Nitip

at L

aw F

irm(D

AP)

7M

rs. P

ornt

ipa P

radit

sukt

avor

n56

- Mas

ter i

n Ac

coun

ting,

-No-

-No-

2002

-pre

sent

-Ind

epen

dent

Dire

ctor

- AAP

ICO

Hite

ch P

LC.

Inde

pend

ent D

irect

or a

ndCh

ulalon

gkor

n Un

ivers

ityan

d m

embe

r of

Mem

ber o

f Aud

it- D

irect

or A

ccre

dita

tion

Prog

ram

Audi

t Com

mitt

eeCo

mm

ittee

(DAP

)19

99-p

rese

nt-

Gene

ral M

anag

er- M

atsu

shita

Elec

tronic

Wor

k(T

haila

nd) C

o., L

td.

1998

-199

9-

Assis

tant

Gen

eral

- Mat

sush

ita E

lectro

nic W

ork

Man

ager

(Tha

iland

) Co.,

Ltd

.8

Mr.

Supa

sak

46- L

L.B, F

acult

y of

Law

,-N

o--N

o-20

02-p

rese

nt-

Indep

ende

nt D

irect

or- A

APIC

O Hi

tech

PLC

.- D

irect

or a

nd M

embe

r of

Chira

savin

upra

pand

Tham

mas

at U

niver

sity

and

mem

ber o

fRo

yal A

dvoc

ates

Inte

rnat

ional

Audi

t Com

mitt

ee o

fIn

depe

nden

t Dire

ctor

and

- Bar

riste

r-at-L

aw, T

he In

stitu

te o

fAu

dit C

omm

ittee

Limite

dBF

IT S

ecur

ities

Mem

ber o

f Aud

itLe

gal E

duca

tion,

Thail

and

1999

-pre

sent

-La

wyer

-Par

tner

- Int

erna

tiona

l Leg

al Co

unse

llors

- Dire

ctor

and

Mem

ber o

fCo

mm

ittee

- M.S

. in

Econ

omics

-Poli

cy a

nd19

90-1

998

-La

wyer

- Int

erna

tiona

l Leg

al Co

unse

llors

Audi

t Com

mitt

ee o

fPl

annin

g, No

rthea

ster

nC.

I. Gr

oup

PLC.

Unive

rsity

, Bos

ton,

- Dire

ctor

and

Mem

ber o

fM

assa

chus

etts

Audi

t Com

mitt

ee o

f- M

.C.L,

Cali

forn

ia W

este

rnSe

a Ho

rse

PLC.

Scho

ol of

Law

, San

Dieg

o,Ca

liforn

101

ANNUAL REPORT 2009

OEM Auto Parts Manufacturing

Country Company Holding Address Contact

Thailand AAPICO Hitech PLC. 99 Moo 1 Hitech Industrial Estate Tel : (66) 35 350 880

Tambol Banlane Ampur Bang Pa-in Fax : (66) 35 350 881

Ayuthaya Province 13160 www.aapico.com

[2nd Factory] 7/289 Moo 6 Amata City Industrial Estate

Tambol Mabyangporn Ampur Pluakdaeng

Rayong Province 21140

[Corporate Office] Rm. 606 6th floor, The offices at Tel : (66) 2 613 1504 7

Central World 999/9 Rama I Rd., Fax : (66) 2 613 1508

Pratumwan Bangkok Province 10330

AAPICO Amata Co., Ltd. 100% 700/483 Amata Nakorn Industrial Estate Tel : (66) 38 717 200

Moo 2 Tambol Bankao Ampur Panthong Fax : (66) 38 717 187

Chonburi Province 20160

AAPICO Forging PLC. 100% 700/20 Moo 6 Tambol Nongmaidaeng Tel : (66) 38 213 355 9

Ampur Mueng-Chonburi Fax : (66) 38 213 360


AAPICO Hitech Parts Co., Ltd. 100% 99/2 Moo 1 Hitech Industrial Estate Tel : (66) 35 350 880


Ayuthaya Province 13160

AAPICO Mitsuike (Thailand) 51% 99 Moo 1 Hitech Industrial Estate Tel : (66) 35 350 880

Co., Ltd. Tambol Banlane Ampur Bang Pa-in Fax : (66) 35 350 881


AAPICO Plastics PLC. 100% 358-358/1 Bangplee Industrial Estate Tel : (66) 2 315 3456

Moo 17 Taparuk Rd., Tambol Fax : (66) 2 315 3334

Bangsaothong Ampur Bangsaothong

Samutprakarn Province 10270

[2nd Factory] 7/288 Moo 6 Amata City Industrial Estate Tel : (66) 38 650 888 90

Tambol Mabyangporn Ampur Pluakdaeng Fax : (66) 38 650 804


AAPICO Structural Products 100% 700/16 Moo 6 Tambol Nongmaidaeng Tel : (66) 38 717 200

Co., Ltd. Ampur Mueng-Chonburi Fax : (66) 38 717 187


Able Sanoh Industries (1996) 46% 98 Moo 1 Hitech Industrial Estate Tel : (66) 35 350 880

Co., Ltd. Tambol Banlane Ampur Bang Pa-in Fax : (66) 35 350 881


Company ContactInformation


Minth AAPICO (Thailand) Co., Ltd. 40% 7/290 Moo 6 Amata City Industrial Estate Tel : (66) 38 650 865 7

Tambol Mabyangporn Ampur Pluakdaeng Fax : (66) 38 650 864


Sanoh Industries (Thailand) 20% 7/209 Moo 6 Tambol Mabyangporn Tel : (66) 38 956 250

Co., Ltd. Ampur Pluakdaeng Fax : (66) 38 956 252


China Kunshan Chaitai-Xincheng 100% Precision Machinery Industrial Park Tel : (86) 512 5767 1757

Precision Forging Co., Ltd. Bailin Rd., Kunshan 215331 Fax : (86) 512 5767 0964

AAPICO Shanghai Co., Ltd. 100% 3600 Waiqingsong Road Tel : (86) 21 5974 4843

Qingpu District, Shanghai 201709 Fax : (86) 21 5974 4704

Design and Manufacture of Assembly Jigs


Thailand AAPICO Hitech Tooling Co., Ltd. 100% 99 Moo 1 Hitech Industrial Estate Tel : (66) 35 350 880



Car Distributor


Thailand Hyundai Motor (Thailand) 13% 38 Q. House Convent Bldg., Tel : (66) 2 632 2777

Co., Ltd. 3rd Floor, Convent Road, Silom Fax : (66) 2 632 2647 8

Bangrak, Bangkok Province 10500 www.hyundai-motor.co.th

Car Dealership


Thailand New Era Sales Co., Ltd. 100% 66/24 Moo 14 Ramindra Road (km 17) Tel : (66) 2 519 5800 4

Kwang Kannayao Khet Kannayao Fax : (66) 2 946 5107

Bangkok 10230

Able Motors Co., Ltd. 100% 14/9 Moo 14 Phaholyothin Road Tel : (66) 2 908 6001 7

Tambol Klong Neung Ampur Klong Fax : (66) 2 908 6009

Luang Pathumthani Province 12120

Malaysia New Era Sales (Malaysia) 49% No. 109 Jalan Pudu 55100 Tel : (60) 3 2032 3153

Sdn. Bhd. Kualar Lumper (60) 3 2032 3587

Fax : (60) 3 2072 0028

Tenaga Setia Resources Sdn. 49% Lot 8229 Jalan 222 Section 51 A Tel : (60) 3 7957 6511

Bhd. 46100 Petaling Jaya Selangor (60) 3 7957 5590

Fax : (60) 3 7957 8718

Car Navigation


Thailand AAPICO ITS Co., Ltd. 60% 99 Moo 1 Hitech Industrial Estate Tel : (66) 35 350 880


Ayuthaya Province 13160 www.powermap.in.th

103

ANNUAL REPORT 2009

A Maction Co., Ltd. 51% 99 Moo 1 Hitech Industrial Estate Tel : (66) 35 350 880



Singapore Able ITS Pte. Ltd. 60% 1 Robinson Road #17-00 AIA Tower Tel : (65) 6535 1944

Singapore 048542 Fax : (65) 6439 0682

Engineering Research and Development


Thailand AAPICO Engineering Co., Ltd. 100% 99 Moo 1 Hitech Industrial Estate Tel : (66) 35 350 880



Surface Treatment - Water transfer printing for Plastic and Metal Flocking


Thailand Katsuya (Thailand) Co., Ltd. 55% 229/104-105 Moo 1 Taparuk Rd., Tel : (66) 2 706 5915 9

Tambol Bangsaothong Fax : (66) 2 706 5910

Ampur Bangsaothong

Samutprakarn Province 10270

Manufacture of Accessories for Transportation Industry


Thailand AAPICO Jackspeed Co., Ltd. 60% 99 Moo 1 Hitech Industrial Estate Tel : (66) 35 350 880



Singapore Jackspeed Corporation Limited 20% 47 Loyng Drive, Singapore 508955 Tel : (65) 6788 2088

Fax : (65) 6789 0020

Investment Activities, Merger & Acquisition


Singapore AAPICO Investment Pte. Ltd. 100% 1 Robinson Road #17-00 AIA Tower Tel : (65) 6535 1944

Singapore 048542 Fax : (65) 6439 0682

Future Business Potential


Malaysia AAPICO Engineering Sdn. Bhd. 49% Lot 8229 Jalan 222 Section 51 A Tel : (60) 3 7957 6511

46100 Petaling Jaya Selangor (60) 3 7957 5590

Fax : (60) 3 7957 8718


1. Thailand Security Depository Co., Ltd. : Security Depository Registrar

Address : 62 Rajadapisek Road, Kwang Klongtoey Khet Klongtoey, Bangkok 10110

Telephone : (66) 2 229 2800

Fax : (66) 2 359 1259

2. Ernst & Young Office Limited : Auditor

Address : 33th floor, Lake Rajada Building 193/136-137 New Rajadapisek Road, Bangkok

Telephone : (66) 2 264 077, (66) 2 661 9190

Fax : (66) 2 2640 0789, (66) 2 661 9192

3. Royal Advocates International Limited : Lawyer

Address : 2/4 Nai Lert Tower, 5th Floor, Wireless Road, Lumpini, Patumwan, Bangkok 10330

Telephone : (66) 2 665 2112

Fax : (66) 2 665 2118

References

Information as of December 31, 2009

Abbreviation AH

Registration Number 0107545000179

Type of Business Design, produce, and install assembly jigs, stamping dies, and OEM auto parts

which include floor parts, cross members, pillars, brackets, clips, fuel tank, etc.

Website www.aapico.com

Established 1996

Listed in SET October 17, 2002

Address : 99 Moo 1 Hitech Industrial Estate, Tambol Ban Lane, Ampur Bang Pa-in, Ayuthaya

Province 13160

Registered Capital : Baht 285,183,600 Consist of Ordinary 242,823,600 shares*

Preferred 42,360,000 shares*

Paid Up Catpial : Baht 282,360,600 Consist of Ordinary 240,000,000 shares*

Preferred 42,360,000 shares*

* Par Value of Baht 1 per share

Accounting Cycle 1 January - 31 December

Shareholders The main shareholders are Mr. Yeap Swee Chuanûs Group holding 32% and

Sojitz Corporation holding 15% of the total outstanding shares. The remaining

hold by corporate and individual investors.

Corporate Information

Documents

AH : Annual Report 2009