Aqua 10

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P PLUS P PUBLIC COMPANY LIMITED ANNUAL REPORT 2010

1

Contents

Company Profile 2

Financial Highlights 5

Board of Directors 6

Business Operations of the Company 11

Group’s Income Structure 15

Industry Trends and Market Situation 16

Structure of shareholders and Management 18

Risk Factors 28

Connected Transactions 29

Discussion and Analysis of Financial status and Operating Results 35

Report of the Audit Committee 40

Audit Committee’s Report 41

Financial Statements 43


2

Company Profile

Name : P Plus P Public Company Limited

Symbol : PLUS

Registration Number : 0107657000397

Head Office Location : 121/68-69, 21st Floor, R.S.Tower, Ratchadapisek Road, Din Daeng,

Bangkok 10400

Home Page : www.pplusp.co.th

Telephone : 0-2641-2163-70

Facsimile : 0-2641-2165

Type of Business : Hire Purchase business under the “Distar” brand name which includes

household electrical appliances, office equipments, and taxies.

In 2006, The slowdown of the electrical appliance market coupled with

the reduction in prices of those products at higher operating costs thanks

to the continual rise of oil prices and debtor quality problems decreased

the electric appliance leasing business.

Since 2007, the company has stopped granting new loans for electrical

appliance and taxi hire-purchases owing to the unworthiness of the

operating cost of the company’s low-valued taxi hire-purchase financing

portfolio as loans for car or taxi hire-purchases required huge capital.

Revenues from taxi hire-purchase financing thus came from old portfolio

only and the company had cash from debt collection for investments in

other business.

In 2010 the company was considering investing in the publishing

business by acquiring shares of Eastern Printing Public Company Limited

(“EPCO”). It is a company with good earnings and consistently pays

dividend at a rate higher than fixed deposits. The acquisition of shares of

EPCO from (1) S.PACK & Printing Public Company Limited and (2)

Asia Special Situations MT1 Ltd.by SOMERS (U.K) Limited of total

number of 204,851,734 shares which is equivalent to 43.20% of the total

shares sold minus treasury stock. Approved of purchased EPCO shares

wil enable the Company and its subsidiaries to hold shares of EPCO of

more than 25%. It is necessary to make a tender offer for all outstanding


3

shares of EPCO under the rules of the Office Securities and Exchange

Commission and the Stock Exchange.

Registered Capital : Baht 673,409,782 (673,409,782 common shares at Baht 1.00each of par

value)

Paid-Up Capital : Baht 673,409,782

Accounting Period : January 1 – December 31

Share Registrar : Thailand Securities Depository Company Limited

The Stock Exchange of Thailand Building,

62 Rachadapisek Road, Klongtoey, Bangkok 10110

Telephone 0-2299-2800

Facsimile 0-2359-1259

Auditor : Mr. Boomlert Kaewphanpurk

C.P.A. (Thailand) Registration No. 4165

BPR Audit and Advisory Co.,Ltd.

152 Chartered Square Bldg, 12A Floor, Suite 08,

North Sathorn Road, Silom Bangrak, Bangkok 10500

Telephone 0-2634-5398

Facsimile 0-2634-5399


4

General Information of Subsidiaries

1. Name : Mantra Asset Company Limited

Type of Business : Hire Purchase business under the “Distar” brand name which includes

household electrical appliances

Head Office Location : 121/68-69, 21st Floor, R.S.Tower, Ratchadapisek Road, Din

Daeng, Bangkok 10400

Registered Capital : Baht 150,000,000 (15,000,000 common shares at Baht 10.00 each of

par value)


% of Shareholding : 99.99%

2. Name : Aqua Corporation Public Company Limited

(Formerly named J.R. Deal Company Limited)

Type of Business : Advertisement bill board space lease and procurement as well as

production and installing services of advertisement boards with the

focus on outdoor advertisement media

Head Office Location : 121/68-69, 21st Floor, R.S.Tower, Ratchadapisek Road, Din

Daeng, Bangkok 10400

Registered Capital : Baht 339,200,000 (339,200,000 common shares at Baht 1.00each of par

value)


% of Shareholding : 44.24%

3. Name : Eastern Printing Public Company Limited

Type of Business : Eagaged in printing business

Head Office Location : 51/29 Moo 3 Soi Siamsamakee, Wiphawadee Rangsit Road, Talad

Bangkhen, Laksi, Bangkok, Thailand

Registered Capital : Baht 515,410,201 (515,410,201 common shares at Baht 1.00 each of

par value)


Treasury Stock : 41,232,800 shares

% of Shareholding : 36.82% of paid-up and voting rights of the Company.


5

Financial Highlights

(million Baht)

Financial Statement

Consolidated Financial Statements

2010 2009

(Restated)

2008

(Restated)

Total Assets 925.15 862.60 808.96

Total Liabilities 120.43 77.62 89.47

Total Shareholders’ Equity 804.72 784.98 719.49

Equity holders of the Company 572.99 566.45 500.79

Minority interest 231.73 218.53 218.70

Total Revenues 519.28 439.62 338.69

Revenues from sales and services 472.48 401.67 268.48

Gross Profit (Loss) 160.80 136.38 132.07

Net Profit (Loss) (21.66) (50.94) 26.05

Equity holders of the Company (42.13) (43.51) 6.15

Minority interest 20.46 (7.43) 19.90

Basic Earnings Per Share (Baht per share) * (0.0627) (0.0739) 0.0115

Book Value Per Share (Baht per share) * 0.85 0.96 0.94

Financial Ratios 2010 2009 2008

Current Ratio (times) 2.30 4.32 3.27

Debt to Equity Ratio (times) 0.15 0.10 0.13

Gross Profit (Loss) Margin (%) 35.73 33.96 49.20

Net Profit (Loss) Margin (%) N/A N/A 7.70

Return on Assets (%) N/A N/A 3.23

Return on Equity (%)* N/A N/A 1.23

Remark: * Equity holders of the Company only

PLUS paid-up common shares are as the following:

: As Of December 31, 2008, 5,426,246,350 shares.

: As Of December 31, 2009, 624,740,125 shares

: As Of December 31, 2010, 673,409,782 shares


6

Board of Directors

Board of Directors

1. Lt.Gen Jiradej Mokkhasmit Chairman of the Board

2. Mrs. Chuanpis Chaimueanvong Director and Managing Director

3. Mrs.Jariya Nuksorn Director

4. Mr. Phonlasit Phumiwasana Director

5. Mr.Theerawat Kiatsomphob Director

6. Pol.Lt.Col Teppratan Nipiwan Independent Director

7. Miss Pranee Rattakam Independent Director

8. Miss Trithip Sivakriskul Independent Director

Audit Committee

1. Lt.Gen Jiradej Mokkhasmit Chairman of Audit Committee

2. Miss Pranee Rattakam Member of Audit Committee

3. Miss Trithip Sivakriskul Member of Audit Committee

Nomination and Remuneration Committee

1. Lt.Gen Jiradej Mokkhasmit Chairman of Nomination and Remuneration Committee

2. Miss Pranee Rattakam Member of Nomination and Remuneration Committee

3. Miss Trithip Sivakriskul Member of Nomination and Remuneration Committee


7

Name Age

(year)

Education %of

Share-

holding

Relationship Working Experience

Period

Position

Company/Type of Business

(1) Lt.Gen Jiradej

Mokkhasmit

Chairman of the Board and

Chairman of Audit

Committee

56 Bachelor Degree-

Chulachomklao Royal

Military Academy

Course of Colonel 24 th

- Australia

- Fort Benning,

United Stated of

America

Training DAP 16/2004

No No 2010-Present

2008-Present

2008 –Jun 10

Apr09-Present

2008-Mar09

2004-Present

2004-2007

Chairman of the

Board and Chairman

of Audit Committee

Independent Director

Chairman of Audit

Committee

Independent and

Chairman of Audit

Committee

1th

Army Corps

Commander

Army leader region 1

Director and

President of Auditing

Committee

Commanding Military

district, Phetchaburi

P Plus P Pcl.

Mida Assets Pcl.

Mida Assets Pcl.

General Engineering Pcl.

The Royal Thai Army

The Royal Thai Army

Mida Leasing Pcl.

The Royal Thai Army

(2)Mrs.Chuanpis

Chaimueanvong

Director with authorized

signature Managing

Director

63 Bachelor Degree of

Economy Thammasat

University


No No 2010-Present

2010-Present

2007-2010

2002-2007

2005-Present

Director and

Managing Director


Director

Director

Governor

P Plus P Pcl.

Navanakorn Pcl.

Navanakorn Pcl.

Star Sanitary Pcl.

National Housing Authority

(3) Mr.Phonlasit

Phumiwasana


signature

38 Master Degree MBA

(Finance) ,MS (Economic)

Claremont Graduate University

Bachelor BBA, La Sierra

University

12.86 No Present

2009-Present

2009-Present

2008-Aug 09

2006-Present

Director

Director, Executive

Director

Managing Director

Director

Managing Director

P Plus P Pcl.

Aqua Corporation Pcl.

Aqua Point Co.,Ltd..

Idea P Co.,Ltd.

Photon Bus (Thailand)Co.,Ltd.


8

Name Age

(year)

Education %of

Share-

holding


Period

Position


Training DAP 78/2009 2003-Aug 09

Managing Director Open Mind Co.,Ltd.

(4) Mrs.Jariya Nuksorn


signature

40 Master Degree

Management

Ramkhamhaeng University

No No Present

2000-Present

Director

Director and

Managing Director

P Plus P Pcl.


Bachelor Degree in Liberal

Arts Siam University


2009-Present

2009-Present

2008-Present

2010-Present

Director

Director

Director

Public Relation

Media 360 Co.,Ltd.

Ad Society Co.,Ltd.

Aqua Point Co.,Ltd.

Advertising Sign Producer Association

(5)Miss Pranee Rattakam

Independent Director and

Audit Committee

48 Master Degree

Chulalongkorn University

Certified Public Accountant

(CPA)

Bachelor Degree in

Accounting Chulalongkorn

University


No No 2010-Present

2009-May10

2003-Present


and Audit Committee


and Audit Committee

Assistant Chairman of

Executive

P Plus P Pcl.


Krungthai Card Pcl.

(6) Miss Trithip Sivakriskul

Independent Director and

Audit Committee

46 MBA.(Finance) SASIN

Graduate Institute of

Business Administration,

Chulalongkorn University

No No 2010-Present

Present


and Audit Committee

Senior Executive Vice

President - Finance

P Plus P Pcl.

Ratchburi Electricity Generalting

Holding Pcl.

Student Exchange Kellogg

Graduate of Management

Northwestern University,

USA

2000-2010

Senior Vice President,

Finance

Director and Audit

Committee

IRPC Pcl.

Superblock Pcl.

B.A.Finance Chulalongkorn

University

2008-Jun 08 Advisor– Cost

Management

The Stock Exchange of Thailand

2006-Sep 07

Senior Vice President,

Accounting & Finance

IRPC Pcl.


9

Name Age

(year)

Education %of

Share-

holding


Period

Position


2004-Jan 07

2003-2006

Advisor to the

President

Working team of the

Plan Administrator

Muang Thai Insurance Co.,Ltd.

Thai Petrochemical Industry Pcl.

(7) Pol.Lt.Col Teppratan

Nipiwan


41 Bachelor Degree Public

Administration, Royal

Police Cadet Academy


Arts Thammasat University

No No 2010-Present

Present

2003

1996


Inquiry Police

Official(Sor Bor3)

Inquiry Police Official

(Sor Bor2)

Sub-Inspector

(Inquiry)

P Plus P Pcl.

Bang Plad Police Station



(8) Mr.Theerawat

Kiatsomphob

Director

52 Master Degree EX MBA

University of the Thai

Chamber of Commerce


Arts Ramkhamhaeng

University

No No Present

2002-Present

May10-Oct10

Oct10-

11Feb11

Director

Executive Committee

and Managing

Director

Director and

Executive Chairman

Executive Director

P Plus P Pcl.

Mida Leasing Pcl.



(9) Mr.Supachai Satitvimol

Vice President - Legal

49 Thai Barrister-at-Law

Institute of Legal

Educational of The Thai Bar

Association

0.0002 No 2006-Present

1995-2006

Vice President-Legal

Legal Manager

P Plus P Pcl.

P Plus P Pcl.

(10)Mr.Maitree

Techasriudom

Vice president - Marketing

46 Bachelor Degree,

Communication Art

Bangkok University

No No 1998-Present

1990-1998

Vice President-

Marketing

Market Manager

P Plus P Pcl.

P Plus P Pcl.

(11) Ms. Saowaros

Chantaramivssakul

Vice President –

39 Bachelor of Accounting

The Thai Chamber of

Commerce

No No 2010-Present

Vice President-

Accounting and

Finance

P Plus P Pcl.


10

Name Age

(year)

Education %of

Share-

holding


Period

Position


Accounting and Finance

2009-2010

2005-2008

Assitance-Vice

President-Accounting

and Finance

Senior Accounting

Manager

P Plus P Pcl.

Bliss-Tel Pcl.

(12) Mr.Wipa

Chalermkhanchai

Vice President - Human

Resource

43 Bachelor Degree

Admistration

Ramkhamhaeng University

No No 2009 - Present Vice President –

Human Resource

P Plus P Pcl.

Note: The authorized directors of the Company who can sign to bind the Company are Mrs. Chuanpis Chaimueanvong, Mr.phonlasit Phumiwasana, Mrs. Jariya

Nuksorn any two of these three directors are authorized to jointly sign with the Company’s seal affixed.


11

Business Operations of the Company

Company background in 5 years

2004 The group of companies restructured their business structure to clarify their business

operations, decrease expenses and increase efficiency and Distar Direct Company

Limited registered as a public company limited and changed its name to be “D.E. Capital

Public Company Limited”

September 17, 2004 The company has become a listed company in The Stock Exchange of Thailand with

the symbol “DE”

2005 The company expanded its business to hire-purchase of cars especially taxies.

2006 The company decelerated its business opration due to the slow down in electric

appliance market and continuously increase in oil price, including the increase in

operating expenses especially in receivable minotoring and collection.

February 21, 2007 Mida Asset Public Company Limited became the major a shareholder of the company by

holding 12.95% of the entire shares and the company had the policy of suspending

granting of new hire purchase financing of electrical appliances and taxis because of the

unworthiness of the operating expenses. The company collected money from the existing

debtor portfolio only by using the cooperation of the networks of Mida Asset Plc., which

thereby gave out cash for investments in other businesses.

The company has made the agreement hiring Mida Leasing Public Company Limited to

monitor and collect receivable portfolio of the company.

The company has made the agreement hiring Mida Assets Public Company Limited to

manage and collect hire-purchase income of some part of electric appliance receivable

portfolio.

March 22, 2007 The company invested in J.R. Deal Company Limited for 50% of its registered capital of

Baht 300 million by purchasing its 1,500,000 shares at the price of Baht 100 per share,

totaling Baht 150 million. J.R. Deal operates leasing and procurement of the

advertisement bill board space including the production and installation for various

kinds of advertisement works with the focus on outdoor advertisements.

April 20, 2007 The Annual General Meeting of Shareholders 2007 passed the resolution approve the

issuance and offering the warrants to purchase ordinary shares No. 1 at the amount of

264,000,000 units to the existing shareholders at the ratio 2 existing shares : 1 unit of

warrants at the price of Baht 0.00 per unit. 1 Unit of warrant entitle the right to purchase

1 ordinary share at the rice of Baht 1.00 per share. The exercise date will be on every 30

of March, June, September, and December throughout the maturity of warrant except the

last exercise date will be on January 20, 2010

Jul, Sep 2007 The company’s share holding in J.R. Deal Company Limited (Formerly named Aqua

Corporation Pcl.)(AQUA) decreased to be 44.22% due to the capital increase of J.R.

Deal from Baht 300 million to be Baht 316 million and finally Baht 339.2

million(respectively) , the company was forfeited because of a increase in the capital to

the own rights of structure banners that AQUA want to buy to be assets for AQUA,

which are divided into ordinary shares by 3,392,000 shares of value 100 baht per share.


12

January 16, 2008 The company’s sale of 189,400 shares in J.R. Deal (Aqua Corporation Pcl.) (AQUA) to

Mida Asset Pcl. At Baht 105.59 per share or a total amount of Baht 19.99 million.

However, the company recently bought the shares of Aqua from its existing shareholders

amount of 190,000 shares in Q3/2008 and Q4/2008. So the company currently holds a

shares of AQUA 44.24%.

February 8, 2008 The company invested in IMCC Corp. Company Limited at 4.73% of its registered

capital of Baht 317 million separated into 31,700,000 shares at par value of Baht 100 per

share. IMCC has imported and sales of multi purposed electric cars and All-terrain

vehicles (ATV).

June 10, 2008 The Extraordinary General Meeting of Shareholders No. 1/2008 passed the resolution

approve the change of the company’s name from “D E Capital Public Company

Limited” to be “Sunshine Corporation Public Company Limited” or “SSE”, and change

the par value of common shares of the company from Baht 1.00 per share to be Baht

0.10 per share, which resulting the number of shares of the company increase from 792

million shares to be 7,920 million shares and registered on June 12, 2008.

October, 2008 The Company and its subsidiaries has acquired ordinary shares form General

Engineering Public Company Limited “GEN”, a company in production of construction

materials, of 99,672,400 shares which is equivalent to 19.29% of the paid-up capital,

which resulted in GEN being an associate.

May 6, 2009 The Company invested in coffee business by setting up Smile Kaffe Company Limited

at the registered capital of Baht 30 million, separated into 300,000 ordinary share at par

value of Baht 100 per share. Its paid up capital is currently Baht 22.20 million, the

company has 80% of shareholding together with the remaining of 20% held by the its

managements. A new subsidiary to manufacture and distribute roasted coffee and related

products.

June 27, 2009 The Annual General Meeting of Shareholders 2007 passed the resolution approve the

change of par value of common shares of the company from Baht 0.10 per share to be

Baht 1.00 per share, which resulting the number of shares of the company decrease from

7,920 million shares to be 792 million shares.

December31, 09 The Company and subsidiaries disposed some of investment in the General Engineering

Public Company Limited (GEN)between June-December 2009. This resulting in the

shareholding on GEN as at December 31, 2009 decreased to 15.77% or 148,071,700

shares of GEN’s registered and paid up capital of Baht 939,119,199.

March 2, 2010 The company has invested in Aura Dream Company Limited (which is a hotel business

of 209 rooms and 88 service apartments) of amount of 4.95 million shares at the price

rate of 10 baht per share, which the company has already paid for shares of amount of

29.9 million baht, the remaining will be fully paid at par value of amount of 19.6 million

baht.

April, 2010 The company and its subsidiaries has invested by purchasing to increase the capital of

ordinary shares from Parking Management Company Limited (which is a service

business: collect money management system at the car park and motorcycle parking, and

providing security at Suvarnabhumi Airport), of amount of 700,000 shares at the price of


13

100 baht per share, total amount of 70 million baht at 31 December 2010, there is a

prepayment booking value of outstanding shares of 54.7 million baht.

April 27, 2010 The Annual General Meeting Year 2010 has resolved to approve a registered capital

decrease of the company of amount of 118,590,218 baht from 792 million baht which

remains outstanding amount of 673,409,782 baht in order to comply with the paid up

registered capital.

August 2, 2010 The company sold its shares of Smile Kaffe Company Limited of amount of 183,000

shares at a price rate of 31.246 baht per share, which is equivalent to 19% of registered

capital.

August 9, 2010 The Extraordinary General Meeting of Shareholders No. 1 / 2010 was resolved below:

• Approved the company’s name change from “Sunshine Corporation Public Company Limited” to be “P Plus P Public Company Limited” under the symbol “PLUS” and registered on August 27, 2010.

• Approved the purchase of shares of Eastern Printing Public Company Limited "EPCO", which is listed on the Stock Exchange, of a proportion of not more than 39.75% of the paid-up capital or not more than 204.85 million shares at value of 1.94 baht per share, total value of 397.41 million baht. It will buy shares from two major shareholders which are (1) S Pack & Print Public Company Limited “SPACK” of amount of 128.54 million shares which is valued at 249.37 million baht and (2) Asia Special Situations MT1 Limited by Somers (U.K.) Limited of amount of 76.31 million shares, valued at 148.04 million baht.

And these purchases of shares enable the company and its subsidiaries to hold shares in listed companies up to 25%. The company and its subsidiaries need to make a tender offer for all outstanding shares of EPCO under the rules of the Office Securities and Exchange Commission (SEC), the total shares of EPCO are equal to 474,177,401 shares (excluding treasury shares of amount of 41,232,800 shares).

September 30, 2010 During May to August 2010, the company and its subsidiaries sold all shares of General

Engineering Public Company Limited "GEN", thus the company does not hold any

shares of GEN.

December22, 2010 The Extraordinary General Meeting of Shareholders No.2/2010 was resolved to

approve a registered capital decrease of Aqua Corporation Public Company Limited of

amount of 85.8 million Baht from 425 million Baht which remains outstanding amount

339.2 million Baht in order to comply with the paid up registered capital.


14

Business Operation Overview

At present, the company has 3 subsidiaries with the following shareholding structure;


15

Group’s Income Structure

The main income of the company and its subsidiaries were three kinds of income: (1) sale income (2)

hire-purchase income and (3) advertisement board installing space leasing and procurement, production and

installing of advertisements. Below stand details of income.

Income Type 2008 2009 2010

Million Baht % Million Baht % Million Baht %

1. Sale income:

- Roasted coffee - - 6.76 1.48 5.24 1.01

Total

6.76 1.48 5.24 1.01

2. Service income:

- Advertisement income 207.03 65.20 229.90 50.36 272.68 52.52

- Production Fee 61.45 19.35 83.31 18.25 69.11 13.31

- Television and

Advertisment income

- - 81.70 17.90 125.45 24.16

Total 268.48 84.55 394.91 86.51 467.24 89.99

3. Hire-purchase income :

- Electrical appliances 0.24 0.08 0.20 0.04 1.68 0.32

- Phones 0.10 0.03 - - 1.24 0.24

- Cars 14.86 4.68 9.21 2.02 7.42 0.66

Total 15.20 4.79 9.41 2.06 6.34 1.22

4. Other income :

- Reversal of debt loss 9.38 2.95 7.36 1.61 7.10 1.37

- Profit from equipment sale 1.64 0.52 0.31 0.07 8.11 1.56

- Others 22.83 7.19 37.78 8.28 25.24 4.86

Total 33.85 10.66 45.45 9.96 40.45 7.79

Total of income 317.54 100.00 456.53 100.00 519.27 100.00


16

Industry Trends and Market Situation

Electrical Appliance Industry

Because the electrical appliance industry contain a large number of large and small entrepreneurs,

production and competition in terms of prices and sale promotion to snatch the market shares is quite many.

The future tax restructuring to follow the AFTA policies will cut down the import taxes of electrical

appliances and shall drag down their prices. The current economic recession has been an arch barrier that

dwarfed the electrical appliance sale.

Competition and Players on Hire-purchases

The increasing purchase power together with the revival of the economy in the last few year has not

only enlarged the electrical appliance market but also intensified the hire-purchase business. More players

including the governmental and private financial institutions entered to vie for market shares, hence

propelling the existing firms to unavoidably correct their competing strategies.

Several entrepreneurs having the same customer bases with the company are Singer (Thailand) Plc.,

Aeon Thana Sinsap Plc., Ezy Buy Plc., Cetelem Co. Ltd., GE Capital Co. Ltd., Thitikorn Plc. , Mida Assets

Plc., etc. The companies running the sale on hire-purchases and hire-purchase and retail financing for

product purchases can be classified into 2 main following categories.

1. Financial institutions, most of which are financial institutions and their subsidiaries, are

Krungthai Card Plc. and commercial banks, etc.

2. Non-financial institutions are of two types:

2.1 Companies operating the sale on hire-purchase the products under their or the parent firms’

trademarks mainly are Singer (Thailand) Co., Ltd. and the company, etc.

2.2 The companies providing retail financing for product purchases, loans for product hire-

purchases for several trademarks are of two categories:

2.2.1 Those carried out the business via trade counterpart stores are Aeon Thana Sinsap

Plc. GE Capital (Thailand) Plc., First Choice, Easy Buy Plc., Celetem (Thailand)

Co. Ltd., etc.

2.2.2 The companies running the sale on hire-purchases via their own branches are, for

instance, Mida Assets Plc.

Advertisement Media Production and Service

In 2007, the company invested its fund collected from the existing receivables portfolio on

purchasing shares of J.R. Deal Co. Ltd. (currently named Aqua Corporation Public Company Limited) in the

amount of Baht150 million, accounting for 50 % of its paid up capital. Aqua Corporation rans the services of

the advertisement bill board space leasing and procurement, production and installing of advertisement


17

works with the focus on outdoor advertising media, particularly billboards. The company foresaw the

security of the advertising board installing space lease business upon the recurring revenue at good and

stable investment returns despite the high demands for business know-how, ability and skills. The investment

was made on the company’s belief that advertising media business would grow good and sustainable yields

to shareholders in the long term. As for the industrial and competitive conditions of the outdoor advertising

media, price mechanism played more roles in attracting the customers, particularly in the billboard category

on the ground of its high advertising charge rate compared to other outdoor advertising media. Product and

service owners including agencies were likely to use small outdoors advertising media thanks to their lower

prices per campaign. More companies offering small outdoors advertising media sprouted as a result owing

to development in such manner was easy and required small amount of capital. Aqua Corporation hence

balanced its large and small advertising media proportion in reply to the trend even though the large

billboards will still be the main landmark of the outdoors advertising media. In addition, Aqua Corporation

has expanded its business to reach the television advertisement business, public relation and entertainment

organization business.


18

Structure of shareholders and Management

1. Structure of shareholders

List of top 10 major shareholders, as of the most recent book closing date February 16, 2011

No. Name No.of Share %

1. Mr.Shine Bunnag 133,307,852 19.80

2. Mr.Phonlasit Phumiwasana 86,605,221 12.86

3. Mr.Veraphan Jakphaisan 78,672,319 11.68

4. Mr.Thepparit Srihsarapisit 33,838,900 5.03

5. Ms.Pattama Nattawut 25,847,450 3.84

6. Mrs.Cha-laow Wattanasombut 25,781,850 3.83

7. Mr.Ratanaphon Wongnapachant 23,379,960 3.47

8. Top Eliments Company Limited 20,947,700 3.11

9. Ms.Chitwadee Ieosivikul 19,301,650 2.87

10. Mrs.Chompis Bunnag 15,606,600 2.32

2. Management

Management structure as at December 31, 2010.

Board of Directors

Audit Committee

Managing Director

Internal Audit & Compliance

CompanySecretary

Legal Operation & Office Admin. Asset Management Finance & Accounting Information Technology Human Resource

Investment

Affiliated Companies Management

Litigation

Attorney

System Development

IT Support

Execution

Accounting

Finance

Budgeting & MIS

Operation

Purchasing

General Services


19

2.1 Board of Directors

The Board of Directors as at March 8, 2011 consists of 8 persons as follows:

1. Lt.Gen Jiradej Mokkhasmit Chairman of the Board

2. Mrs.Chuanpis Chaimueanvong Director and Managing Director

3. Mrs.Jariya Nuksorn Director

4. Mr. Phonlasit Phumiwasana Director

5. Mr.Theerawat Kiatsomphob Director

6. Pol.Lt.ColTeppratan Nipiwan Independent Director

7. Miss Pranee Rattakam Independent Director and Member of Audit Committee

8. Miss Trithip Sivakriskul Independent Director and Member of Audit Committee

The authorized directors

The authorized directors of the Company who can sign to bind the Company are Mrs. Chuanpis

Chaimueanvong, Mrs. Jariya Nuksorn, Mr. Phonlasit Phumiwasana any two of these three directors are

authorized to jointly sign with the Company’s seal affixed.

Scope of Authority and Responsibilities of the Board of Directors

Under the resolution of the Board of Directors meeting 14/2004 which was also attended by the

Audit Committee, limitations of authority and responsibilities of the Board of Directors were set as follows:

The Board of Directors has duties in managing and controlling of the Company in accordance with

laws, objectives, Company’s regulations, shareholders’ resolutions, policy and business direction of the

Company, financial management, risks management, and organizes the controlling system of the

management to be in line with Company’s policy efficiently and effectively.

Moreover, the Board of Directors empowers to appoint a number of directors to be the Executive

committee to manage one or more Company’s business. The Board of Directors also empowers to authorize

directors to sign on behalf of the Company in managing the Company’s business except for the following

conditions which require resolution from shareholders’ meeting:

1) Legal matters that require approval from the shareholders’ meeting.

2) Any transactions that Directors may have benefits or vested interests and under the law or

regulations of the Stock Exchange of Thailand that requires resolutions from shareholders’

meeting.

In the following cases, the matter must be approved by the board of directors and the meeting of

shareholders of not less than three fourths of the entire votes of the attending shareholders with voting rights.

3) The Selling or Disposition of total assets or the significant proportion of assets

4) The Purchasing or Acquisition of total assets or the significant proportion of assets

5) The agreement, amendment or termination concerning the Lease of total assets or the

significant proportion of assets, and the designation of other person(s) and/ or juristic person(s)

to manage the company’s business or to merge with the other person(s) and/ or juristic

person(s)


20

6) The amendment of Company’s Article of Association, Memorandum of Association

7) Increase or decrease of the company’s capital

8) Mergers and Acquisition, Liquidation

9) The other cases as stated by law

2.2 Audit Committee

Members of the Executive Committee of the Company as at March 8, 2011 consisted of 3 persons

as follows;

1. Lt.Gen Jiradej Mokkhasmit Chairman of Audit Committee

2. Miss Pranee Rattakam Member of Audit Committee

3. Miss Trithip Sivakriskul Member of Audit Committee

Scope of Authority and Responsibilities of the Audit Committee

According to the resolutions of the Board of Directors meeting 14/2004 and reviewed again in

Board of Director meeting 18/2008 on November 18, 2008 which included the Audit Committee, the scope

of authority and responsibilities of the Executive Committee was as follows;

The Board of Director has assigned the Audit Committee to responsible for reviewing the

company's operation and report directly to the Board of Directors in order to meet standard and create the

benefit to the company and shareholders

The Audit Committee has duties and responsibilities regarding to the rules and regulations of the

SEC and SET and report directly to the Board of Directors. In order to maintain an operating standard and

bring in the most benefit to the company and shareholders, the Audit Committee has scope of authority and

responsibilities as follows;

1) Review the company’s financial reports to be accuracy sufficient disclosed and reliable

2) Review the internal control and internal audit system of the Company to be in the proper and

efficient

3) Review that the Company’s operations are in accordance with laws and regulations of the Stock

Exchange of Thailand or other laws related to the business operations of the Company

4) To consider, select and nominate the company's auditor, determine the auditor's remuneration,

evaluate the auditor’s performance and maintain the independent of the auditor’s operation

5) To consider and rectify the appointment, remove, transfer, consideration of laurel and assign

any jobs to the internal control unit, including to maintain its dependency in operation

6) Consider the connected transactions or the transactions that may cause the conflict of interest to

be conform with the rules and regulation of SET

7) Prepare the Audit Committee’s Report to be disclosed in annual report which must be signed by

the Chairman of the Audit Committee and consisting of the following matters;

- Resolution on the process and transparency of data in the financial report of the Company

with considerations in righteousness and credibility

- Resolution on adequacy of the Company’s internal control


21

- Resolution in compliance with the laws on securities and the stock exchange, regulations of

the Stock Exchange of Thailand and other laws related to the business operations of the

Company

- Resolution on propriety of auditor

- Resolution on the transactions that may cause the conflict of interest

8) Other jobs assigned by the Board of Directors with approval from the Audit Committee.

2.3 Nomination and Remuneration Committee

Members of the Nomination and Remuneration Committee of the Company as at March 8 , 2011

consisted of 3 persons as follows;

1. Lt.Gen Jiradej Mokkhasmit Chairman of Nomination and Remuneration Committee

2. Miss Pranee Rattakam Member of Nomination and Remuneration Committee

3. Miss Trithip Sivakriskul Member of Nomination and Remuneration Committee

Scope of Authority and Responsibilities of the Nomination and Remuneration Committee

According to the resolutions of the Board of Directors meeting 5/2006 held on November 18, 2006

which included the Nomination and Remuneration Committee, the scope of authority and responsibilities of

the Executive Committee was as follows:

1) Generalization, policy and methodology of recruiting proper persons to be appointed as the

company’s directors, managing director, consultants regarding to their knowledge, capability,

renown, experience and honorableness

2) To fix the remuneration structure and other benefit of the directors, managing director and

consultants in comparison with other comparable industries or businesses

3) To ensure the recruiting to be conform to the objectives and principles with discretion, caution

and concerning to the best benefit to the company before propose to the board of directors

Executives

The executives of the Company as at March 8, 2011 consisted of 5 persons as follows;

1. Mrs.Chuanpis Chaimueanvong Managing Director

2. Mr.Maitree Techasriudom Vice President – Marketing Department

3. Mr. Supachai Stitvimol Vice President – Legal Department

4. Ms.Saowaros Chantaramivessakul Vice Presiden – Accounting and Finance

Department

5. Mrs. Wipa Chalermkhanchai Vice President – Human Resource


22

Scope of Authority and Responsibilities of the Managing Director

According to the resolutions of the Board of Directors meeting 14/2004 and reviewed again in

Board of Director meeting 18/2008 on November 18, 2008 which included the Audit Committee, the scope

of authority and responsibilities of the Executive Committee was as follows;

The Managing Directors has an authorization to perform as assigned by the board of directors

under the rules and regulations of the company. However, the authorization cannot be used to approved any

transaction between the company and the managing director, his/her connected persons or any other persons

who may have conflict of interest with the company or its subsidiaries.

Scope of Authority and Responsibilities of the Managing Director are as follows;

1) To operate and manage the normal business of the company and has authorization to approve

the normal transactions such as purchasing of goods, vehicles, equipments and supplies,

approval of expenses, sales of hire-purchasing goods, write-off of bad debts and hiring the

consultants, with the limit of Baht 15 million for each transaction

2) To approve the investment in equity securities or debt securities within the limit of Baht 15

million baht. To enter the transaction, its size must be comply with the regulations regarding

the acquisition and disposition of assets

3) To operate and manage the company’s business to be conform to the company’s policies,

business plan and strategy approved by the board of directors

4) Authorize or assign other persons who deems appropriate to perform any duties for the

managing director when necessary or appropriate under the rules and regulations of the

company

5) Other jobs assigned by the Board of Directors and/or Executive Committee

Unlawful history In a period of the last 10 years, the Board of Directors and the Chief Executive Officer of the

company have not been fired or had a lawsuit dismissed against them due to corruption or have not had

bankruptcy filed or been convicted or had any criminal dispute or litigation which is pending a decision.

3. Appointment of the Board of Directors and Management Executives

The appointment process to the Board of Directors will be through the appointing committee. This will

be considered by the Nomination and Remuneration Committee by using qualifications according to the Act

68 of Standard Qualifications of the Public Company Limited B.E 2535 and other relevant announcements

from the Securities and Exchange Commission and regulations from the Stock Exchange of Thailand.

Moreover, experiences, knowledge, and capability of the candidate will be considered and the name list will

be forwarded to the Shareholders meeting for approval.

Directors are appointed by the resolutions of the Shareholders meeting according to the rules and

regulations of the Public Company Limited Act as follows:

a) Each shareholder shall have one vote for each share.

b) Each shareholder shall cast the vote for one Director at a time

c) The persons receiving the most votes in descending order will be appointed as Directors according to

the number of Directors to be elected. In case that there is a tie for the last Directors to be elected and

this has already exceeds the total number required; the Chairman can cast his deciding vote.


23

4. Annual Remuneration of Executives

Monetary Remuneration

Individual Director’s Remuneration

No.

Name

Attended

In 2010

Resigned

In 2010

Attendance/Tot

al Meeting

Remuneration

(Baht)

1 Mr.Kamol Ieosivikul - May 24 - 94,838.71

2 Mr.Wisudhi Srisuphan May 4 Aug 9 3/3 71,225.81

3 Lt.Gen Jiradej Mokkhasmit Nov 4 - 1/3 68,000.00

4 Mr.Chamnong Puttima - May 10 3/3 57,903.23

5 Mrs.Chuanpis Chaimueanvong May 11 - 10/11 126,451.61

6 Mrs.Chompis Bunnag 1 - - 14/16 190,000.00

7 Mr.Praboadh Chumvadhana 2 - - 16/16 200,000.00

8 Ms.Roongrawee Iampongpaitoon - Oct 5 9/10 136,290.32

9 Mr.Apriruk Chutrakul - Aug 9 3/4 250,161.29

10 Mr.Phisoot Suksangtip - Oct 5 8/10 181,290.32

11 Mr.Kamol Ratanachai - May 1 3/3 85,000.00

12 Ms.Pranee Rattakam May 11 - 9/11 176,451.61

13 Ms.Trithip Sivakriskul Apr 27 - 6/13 121,333.32

14 Pol.Lt.Col Teppratan Nipiwan Nov 4 - 2/3 29,000.00

Total 1,787,946.22

Note 1. Mrs.Chompis Bunnag Resigned from the position on February 1, 2011

2. Mr.Praboadh Chumvadhana Resigned from the position on February 2, 2011

Executives’s Remuneration

Item

2010

Number of Person Amount (Baht) Detail of Remuneration

Executives 10 9,533,889 Salaries, social security fund and

provident funds


24

5. Good Corporate Governance Compliance Report

The Company is fully committed to implement the principles of good corporate governance. In 2004 the

Company had made various improvements in its operations accordingly. The Company believes that by

having good standards in corporate governance, transparency, and ethics; acceptability and confidence

among shareholders, investors and other related parties will increase tremendously thus; this will benefit the

Company business in the long term. Conditions for good corporate governance will be

1) Policy of Good Corporate Governance

The Company is aware of the importance of good corporate governance towards growth of the

Company’s business. The good corporate governance, then, has been emphasized on the importance of equal

treatment to shareholders, consideration to various groups’ of stakeholders, the importance of controlling

system and internal control, risk management, disclosure of information, and supervise executives in

following the Company’s policy efficiently under the laws and business ethics.

2) Rights and equalities of shareholders

The Company issues invitation letters prior to the shareholders meeting with details of the meeting

agenda in advance as stated by law. The minutes of meeting will be recorded correctly in full details and the

shareholders will have opportunities in checking the Company’s business operations, asking questions and

giving suggestions, equally in the meeting. Additionally, after the Company has transformed itself into the

public company and registered its shares in the Stock Exchange of Thailand, it is the Company’s policy in

giving additional choice to the shareholders to transfer their rights to an Independence Committee in case

they cannot attend the shareholders meeting.

3) Right of Stakeholders

The Company realizes the importance on the right of all groups of stakeholders, which include

employees, executives, creditors, shareholders, customers, trading partners and general public. Cooperation

among various groups of stakeholders will be coordinated for smooth running, stability and equal benefits to

all parties.

4) Shareholders’ Meeting

The Board of Directors recognizes the importance of the shareholders meeting so that Directors will

attend the shareholders meeting. During the meeting, the Chairman will give opportunities to shareholders in

checking operations of the Company, asking questions, and giving suggestions equally and all questions and

suggestions will be recorded in the minutes of the meeting.

5) Leadership and Vision

The Board of Directors is involved in setting up policy and direction of the Company’s operations

and supervising the Executives to ensure that policy has been followed up efficiently in increasing the

economic value and highest stability of the shareholders. The Company also limits the scopes and

responsibilities among the Board of Directors, the Executive Board and Audit Committee into a very clear

manner.

6) Conflict of Interest

The Board of Directors has carefully taken into considerations cases that may have conflict of

interests by highlighted the Company as its main beneficiary. If occurred, the case will be presented for

consideration to the Audit Committee for recommended opinions. Moreover, the Board of Directors has its

duty in preventing conflict of interest to occur among stakeholders.


25

7) Business Ethics

The Company has stipulated the Code of Conduct and conditions prohibiting the Executives and

employees in engaging duties with conflict of interest. Moreover, the Company will issue additional Code of

Conduct for the Board of Directors, Executives Committee, and employees so that all related parties

will use as a guideline in performing their duties with honesty, integrity, morality towards their Company

and all stakeholders.

8) Balance of Power for Non-Executive Directors

The Company’s Board of Directors consists of 8 Directors and comprises of

- 1 Executive Directors

- 3 Non Executive Directors and 4 Independent Directors which are 87.50% of total Directors.

9) Aggregation and Segregation of Positions and Independence of the Board of Directors

The Chairman of the Board of Directors shall not be the same person as the Managing Director and

frame work of the Board of Directors consists of Audit Committee which contains 4 Independent Directors

who can create check and balance in the Company‘s operations.

10) Committees

The Board of Directors authorized the appointment of Audit Committee on April 29, 2004 to help in

controlling the business operation of the Company. The Audit Committee consists of 3 Independent

Directors with at least one Director who specializes in finance and accounting and has the scope of authority

and responsibilities as stated in details in the Authority and Responsibilities of the Audit Committee.

Nomination and Remuneration Committee: Set up on February 27, 2006, the committee has 3

Independent Directors who have the responsibilities for preparing names of individuals to become directors

by using a transparent standard before submitting it for consideration to the board of directors or

shareholders meeting and to be responsible for studying in details of remuneration policy and determine

remuneration of director and committee members to propose to the board of directors for consideration.

11) Remuneration of the Board of Directors and Executives

Remuneration for the Board of Directors and Executives has been set up at suitable level with

approval from shareholders meeting which consists of annual remuneration for Directors not more than

2,000,000 baht. This will be considered by the Nomination and Remuneration Committee. The remuneration

for Executives will be paid according to business performance of the Company and performance of each

individual Executive.

12) Board of Directors Meeting

The Board of Directors schedules regular meetings and will have special meetings if necessary while

the meeting agendas are clearly stated. Invitation letters for the meeting with meeting agendas and advanced

documents are sent 7 days prior to the meeting. Minutes of the meetings are noted and written as meeting

reports so they can be reviewed by the Board of Directors and other related persons. During the fiscal year

2010, the Board of Directors had 16 meetings.


26

Item Name Appointment Term of service Attendance

Date / Total Meetings

1 Lt.Gen Jiradej Mokkhasmit Nov 4, 2010 April 09 - April 12 1 / 3

2 Mrs.Chuanpis Chaimueanvong May 11, 2010 April 10 - April 13 10 / 11

3 Mrs.Chompis Bunnag Mar 19, 2008 April 09 - April 12 14 / 16

4 Mr.Praboadh Chumvadhana Sep 24, 2009 April 08 - April 11 16 / 16

5 Ms.Pranee Rattakam May 11, 2010 April 09 - April 12 9 / 11

6 Ms.Trithip Sivakriskul Apr 27, 2010 April 10 - April 13 6 / 13

7 Pol.Lt.Col Teppratan Nipiwan Nov 4, 2010 April 10 - April 13 2 / 3

13) Board of Directors Reports

The Board of Directors is responsible for all financial matters of the Company and financial

statements in the annual report. The financial statements are prepared in accordance with the accepted

accounting standards in Thailand. The appropriate and consistent accounting policies are being used

constantly with careful scrutiny and good deliberation and enough disclosure of important information in the

Notes to the Financial Statement.

14) Investor Relations

The Company recognizes the importance of accurate, complete, and up-to-date disclosure of

information to shareholders, and other related persons. The Investor Relations unit operates in coordinating,

communicating, and supplying the Company’s information to shareholders, investors and analysts in a clear

and transparent manner. Investors can contact the Investor Relations unit at e-mail address:

[email protected]

6. Audit Fee

1) Audit Fee

For the year ended December 31, 2010, the audit fees were paid by the Company and the subsidiaries

to :-

- Office of BPR Audit and Advisory , the company’s auditor in the amount of Baht 2,395,000

- Other audit firms or other persons who have any relationship with the auditor or Office of

BPR Audit and Advisory in the amount of - Nil -

2) Non-Audit fee

- - Nil –

7. Control on the Use of Inside Information

For the control of the use of inside information, the company has laid down policies for governing the

executives not to use internal corporate information for personal gain and including the trading of the

company’s securities, the company has notified its executives regarding the company’s policy, rules,

regulations and suggestions of the Securities and Exchange and the Securities and Exchange Commission

(SEC), especially prohibition of executives to use internal corporate information for personal gain and


27

prohibition of executives and units that received the inside information to disclose to any third party or the

person who has no duty involved and stop trading of the Company’s securities for a period of 1 month prior

to the publication of the financial statements and disclose to the public.

8. Personnel

The company and subsidiaries emphasize on an appropriate allocation of manpower in to each

departments in order to be ready for the future expansion. The personnel of the group of companies in each

group / department are as follows;

Department Dec 31, 2010

1. Management 6

2. Investment &Business Development 4

3. Human Resources 4

4. Operation and Office Administration 9

5. Legal 16

6. Finance and Accounting 8

9:; 47


28

Risk Factors

1 Administrative Risk of Hire-Purchase Receivables Collection

In the year 2007 the company stopped granting new loans for hire-purchases of electrical

appliances and taxies and was collecting money from the existing portfolio only. The company thus had a

source of income for investment in new businesses. Lacking of efficient collection management would

directly affect the company’s investment. The company nonetheless collected such receivables by using the

networks of Mida Assets Plc., Mida Leasing Plc. and employees working in some areas. Remuneration was

stipulated for those networks to ensure their operating flexibility and cost reduction including expediting the

collection through the justice process in cases where the debtor defaults. The company has been doing this

operation for a period of the time and most debtors are in the process of execution to seize and auction

property, this is one channel that the company expects to receive more money from the debtor.

At the present the Company continues to track and administer collection of the receivables from

the car hire-purchase portfolio by paying a certain percentage of the debt collection amount without cost

deductions in each month and the per-unit charge for cars collected from overdue debtors.

2 Risk from Unexpected Returns on Investment in New Businesses

The company acquired dividends from the investment in subsidiaries and / or associated

companies. Therefore, the operating results and business expansion ability of J.R. Deal Co. Ltd. and /or other

businesses that the company believed to have potentials will be significant factors that can affect the future

income, where the company might not be skillful enough in the business to be invested and thus should

mainly hinge on other shareholder(s) in regard to the business operations and where the new business might

be the main source of income for the company in the future. Accordingly, the company will face risks of the

unexpected operating results of the business it invests, which might lead to the depreciation of the investment

amount and hence the company’s future operating results. The company’s careful investment assessment

policies, ranging from the evaluation of the business growth chances, the corporate status checking before

investment, to the company’s dispatching of representatives to jointly control and manage the new business,

will thus help reduce those risks to some extent.


29

Connected Transactions

1. Connected Transactions of the company, subsidiaries and related parties during 2009-2010

• Connected Transaction with subsidiaries

Related Person Relationship Item Consolidated Separated Transaction Characteristics Term

2010 2009 2010 2009

Mantra Assets Company

Limited

The company's

subsidiary with the

shareholding of

99.99%

1) Interest Income - - 51 1,210 Short-term loan in form of promissory note at call which was

a financial supporting transaction to the subsidiary where the

interest rate was MLR+2% per annum of Kasikorn Bank Pcl.

Call

Company Limited

(formerly named Distar

Chain Co., Ltd.)

2) Short-term loan

3) Interest expenses

-

-

-

- 5,000

63

-

-

Short-term loan in form of promissory note at call which was

a financial supporting transaction to the subsidiary where the

interest rate was MLR+2% per annum of Kasikorn Bank Pcl.

Call

4) Other receivable

5) Other income

- -

- -

108

1,270

283

1,565

The management fee for services provided to the subsidiary

at the fee of Baht 50,000 per month

Aqua Corporation

Public Company

Limited

(formerly named

J.R. Deal Co., Ltd.)

The company's

subsidiary with the

shareholding of

44.24%

1) Short-term loan

2) Interest Expens

-

-

-

-

30,000

26

-

-

Short-term loan in form of Promissory note amount of Baht

30 million in December 2010. The interest rate is 11.00% per

annum. Repay of Baht 10 Million in May 2011 and Baht 20

Million in September 2011.

December 2010- -

September 2011

3) Other receivable

4) Other payable

-

-

- -

53

37

47

-

This transaction is expenses between rechargeable.

5) Retention Payable

6) Other income

-

-

-

- 764

3,077

776

1,294

- Office space lease at the monthly rate of Baht 450 per square

meter or a total of Baht 258,250 per month, including other

expenses incurred

Aug 1,2009 ? July

2012

Smile Kaffe Co.,ltd. The company's

subsidiary with the

shareholding of

80.00% (Ended

August 2, 2010)

Management fee 600 - 600 700 The management fee for services provided to the subsidiary

at the fee of Baht 100,000 per month June 1 2009 ? May

31 2010

(In Thousand Baht)


30

• Connected Transaction with Related Parties


2010 2009 2010 2009 Mida Leasing Pcl.

(ML) Co-Director 2 person

(Ended October

5,2010)

1) Employment to

manage car fee

2) Other payable

1,864

149

3,059

244

717

70

1,338

117

Employed to manage the hire-purchase receivables and car

tax renewal at the company’s payment of 6% of the hire-

purchase amount collected in each month, and the fee for

selling the seized cars on auction, in which the company

paid ML 2% of the price of the car sold on auction

Since Apr 1, 2007

onward, at least 3

years but not

longer than each

hire-purchase

contract Mida Assets Pcl.

(MIDA) Co-Director 2 person

(Ended October

5,2010)

1) Rent 171 171 171 171 Rent of space to store the company’s documents in a total

area of 270 sqr.m. at Baht 52.67 per sqr.m. per month, or a

total rent of Baht 14,220 per month

1 year

(Jul 1, 2010 – Jun

30, 2011)

2) Service Income

3) Other receivable

88

-

446

25

-

-

-

-

Income from production and rent advertising billboards.

Mida Property Co., Ltd. Co-Director 2 person

(Ended October

24,2010)

1) Service Income

2) Other Income

288

-

984

44

-

-

-

-

Income from production and rent advertising billboards.

Mida Assets Xanado

Co.,Ltd.

Co-Director 1 person

(Ended October

24,2010)

Sale and land held for

development

-

27,140

-

27,140

Sale land held for development in 2009.

Agelong Consultant

Co., Ltd.

A director is near

relative of the

Company’s (Ended

May 24,2010)

1) Other income

2) Retention

- -

119

18

-

-

119

18

Ordinary supporting transaction whuch is a rent for office

space of 8 sqr.m. at Baht 300 per sqr.m. per month and

service fee of Baht 430 per sqr.m. per month, or a total of

Baht 5,840 per month and and other expenses actual paid.

The price can be comparable to the market

Aug 1,2009 ? Jul

31, 2012 (Closed

operation in

Quarter 2, 2010)

3) Professional fee - 900 - - A service fee for design, inspection, planning and

controlling of construction of billboard for Aqua

Corporation Pcl. at Baht 100,000 per month

9 months

Apr 1, 2009 –

Dec 31, 2009


31


2010 2009 2010 2009

Mrs.Chompis Bunnag Director and

shareholder of the

company 2.32% (as at

Dec 31, 2010)

1) Short-term loan


11,000

26

-

-

11,000

26

-

-

This transaction is a Short-term loan that financial supporting to

repay loan. The interest rate is 5% per annum.

Call

Miss Roongrawee

Iampongpaitoon and

Miss Narumol

Jamkajang Juristic

Person

One partner of the

juristic person is a

director of the

Company and

shareholders of

subsidiaries

Consulting and

service fees - 300 - 300 Consulting and service fees for Miss Roongrawee

Iampongpaitoon and Miss Narumol Jamkajang Juristic

Person at the amount of Baht 150,000 per month. The

agreement expired on Feb 28, 2009

1 year

(Mar 1, 2008 -

Feb 28, 2009)

Mr.Wisoot Ieosivikul

and Mr.Sorasak

Ieosivikul Juristic

Person

One partner of the

juristic person is a

shareholder of the

subsidiaries

Consulting and

service fees - 300 - 300 Consulting and service fees for Mr.Wisoot Ieosivikul and

Mr.Sorasak Ieosivikul Juristic Person at the amount of Baht

150,000 per month. The agreement expired on Feb 28, 2009

1 year

(Mar 1, 2008 -

Feb 28, 2009

• Connected Transaction with subsidiaries and affiliates


2010 2009 2010 2009 General Engineering

Public Company

Limited (GEN)

Associate company

(share holding by

the Company and a

subsidiary by a total

of 15.77%), and co-

directors (Ended

Oct 5, 2010)

1) Management fees

2) Other receivable

3) Rental fee

4) Interest income

5) Service Income

6) Trade receivable

1,125

-

27

89

-

-

1,523

275

-

-

20

20

-

-

-

-

-

-

-

-

-

-

-

-

Management fees at the rate of Baht 100,000 per month 1 year

(Nov 1, 2007 -

Oct 31, 2010

and rotaed

agreement

(ended Dec 31,

2010)


32


2010 2009 2010 2009

Eastern Printing Public

Company Limited.

Associated (share

holding by the

Company and a

subsidiary by a total

of 36.81%)

1) Dividend

2) Accrued dividend

-

22,692

-

-

13,456

13,456

-

-

A normal business transaction resulting from investment in a

associated.

Aqua Media 360

Company Limited

(Formerly named Aqua

Television Co.,Ltd.)

Shareholders of

subsidiaries of Aqua

Corporation Pcl. at

50.998%

1) Loan

2) Interest income

-

2,795

30,000

2,819

-

-

-

-

The financial supporting transaction form Aqua Corporation

Pcl. to Aqua Media 360 for a working capital at the interest of

12% p.a.

call

(Repayment

Nov 30, 2010)

Aqua Point Company

Limited.

Shareholders of

subsidiaries of Aqua

Corporation Pcl. at

99.99%

1) Loan

2) Interest income

10,000

977

-

-

-

-

-

-

The financial supporting transaction form Aqua

Corporation Pcl. to Aqua Point for a working capital at the

interest of 12% p.a.

Call

Media 360 Company

Limited

(Formerly named

Aview Media 360

Company Limited)

Co-director 1) Interest income

- 195 - - The financial supporting transaction form Aqua

Corporation Pcl. to Media 360 for a working capital at the

interest of 12% p.a.

1 year (Jan 21, 2009 –

Jan 20, 2010)

repayment Nov

30,2010

2) Loan


14,700

300

-

-

-

-

-

-

The financial supporting transaction form Aqua

Corporation Pcl. to Aqua Media 360 for a working capital

at the interest of 5% p.a.

DEFGHIJKLME

4) Other payable

5) Management fee

6) Service income

7) Trade receivable

8) Other receivable

9) Other payable

64

7,908

9,300

1,500

2,052

230

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Allocated Service fee of shares employee.

Management> Production and air-time television.

Spicy Disc Company

Limited

1 Director are directors

of subsidiary of Aqua

1) Service income

2) Management fee

696

225

-

-

-

-

-

-

Revenues from service and support production television

program of Media Café

Jan 1 ? Jun 30

2010


33


2010 2009 2010 2009

Corporation Pcl.(Ended

Sep 30,2010)

3) Commission 21 - - - A fee for management of Baht 25,000 per month and a

commission at 3%

Make Some Noise

Company Limited

2 Directors are directors

of subsidiary of Aqua

Corporation Pcl.(Ended

Sep 30,2010)

1) Service income

2) Management fee

3) Commission

4) Trade receivable

5) Other payable

130

-

4

-

-

2,700

125

74

2,150

199

-

-

-

-

-

-

-

-

-

-

Revenues from service and support production television

program of Media Café

A fee for management of Baht 25,000 per month and a

commission at 3%

Aug 1, 2009 ?

Dec 31, 2009

Image Solution

Company Limited A director is director of

subsidiary of Aqua

Corporation Pcl.

(Ended September 30,

2010)

1) Service income

2) Trade receivable

- - 22,497

8,285

-

-

-

-

Image Solution hired Aqua Communication for Production and

on air advertise program.

Mr. Nitid Mahawan Director and

Shareholder of

subsidiary (ended

August 2, 2010)

1) Loan

2) Interest income

- -

1,522

103

-

-

-

103

A loans to Mr. Nitid Mahawan amount of 2.44 million at the

interest rate of 10% p.a. nad guaranteed by 1 person

6 years

(Jul 2, 2009 –

Jun 30, 2015)

Mrs. Sudarat

Mahawan

Director’s spouse

and shareholder of

subsidiary

Consulting and

service fees - 200 - - Consulting and service fees for Mrs. Sudarat Mahawan in

marketing, finance and accounting for manufacturing and

selling of roasted coffee business at Baht 25,000 per month

10 Months

(May 6, 2009 –

Feb 28, 2010)


34

2. Measures or procedure to Approve Related Transactions

To protect investors in case of the company’s carrying out of related transactions with the person possibly causing

conflict of interest in the future, the company will have the transaction types, prices and conditions of each party

arranged clearly for the account auditor to check and disclose them in the Notes to Financial Statements. In regard to

the normal related transaction, i.e., arising earlier and related to the company’s main business, and /or the transactions

that might cause conflict of interest, the Audit Committee shall check the justification and reasonability of the

transactions and report its opinions to the meeting of the Board of Directors.

In case of the company’s committing any unordinary business transaction or the transaction not in relation to the

company’s main business and possibly causing the conflict of interest, the company will ask the Audit Committee to

make preliminary check prior to issuing the approval. The company shall arrange for the meeting of the Board of

Directors attended by the Audit Committee to take the related transaction into consideration for fair practice and at

proper pricing policy, in which the Directors with interest in that related transaction shall not have the voting right

onto such transaction. Should the Audit Committee do not have skills in considering any related transaction, the

company will ask an independent expert or its account auditor to give opinions on the issue and submit the resultant

report to the Board of Directors or shareholders as deemed appropriate.

3. Policies and Trends of the Related Transactions in the Future

The company is adopting the earlier mentioned policy of the related transactions and shall abide by it in the

future. As for a related transaction for normal business practices, the company will stipulate the price and conditions

clearly and comparable to those of other firms and the company shall ask for the Audit Committee to take the matter

into consideration and give opinions in regard to the properness of prices and reasonable actions of the transaction.

The related transactions to arise in the future shall conform to the laws on Securities and Securities Exchange of

Thailand and the regulations, announcements, orders, or requirements of the Securities Exchange of Thailand

including the regulation on the disclosure of the related transaction and the company or subsidiary’s acquisition or

disposal of important assets and in accordance with the accounting standard stipulated by the Accountant Association.

In addition, the company shall use its management and financial collection systems together with those of the

network of Mida Assets Plc. and related firms. As at 30 March 2007, the company employed Mida Leasing Plc. to

track and manage the car hire-purchase receivables, effective from 1 April 2007 and for not less than 3 years but not

more than the effectiveness of the hire-purchase contracts. On May 1, 2007, the company executed the contract of

goods sale and hire-purchase receivables collection with Mida Assets Plc. to make collections of part of the electrical

appliance receivables, which the company could not make demand for. The said receivables amount might not be

higher than 10% of the company’s entire electrical appliance receivables. The company’s said contract with Mida

Leasing Plc. and Mida Assets Plc. was a transaction carried out related firms, which might give birth to related

transaction starting from the Q2/2007. The company expected that using the network of Mida Assets Plc.’s group will

boost its debt collection efficiency and will be worth the additional expenses for that regard.


35

Financial Analysis and Operating Results

Operating Results

Revenue from sales

The group of companies had the revenue from sales, which consisted of the cost plus mark up price to become

the cash prices, recorded as income in the Financial Statements once the hire-purchase contracts were signed and

down payments were paid.

In 2008, the company had not any revenue from sales because the company has ceased the hire-purchase

business and the inventories of electronic appliance were already sold out. This was resulting in decrease in revenue

from sales to be none.

However, in 2009, the Company set up Smile Kaffe Company Limited, a new subsidiary to manufacture and

distribute roasted coffee and related products. Then the Company has revenue from sales from coffee business amount

of Baht 6.76 million and Baht 5.25 million in 2010.

Revenue from services

The revenue from services came from Aqua Corporation Public Company Limited (formerly named J.R. Deal

Company Limited) that the company has started invested in its shares since Q2/2007. Aqua’s business is

advertisement billboard space lease, production and installing services of large advertisement boards. The revenue

was recognized once services were given with consideration towards the work progress. Resulting from the

investment in Aqua, in 2010 the company had recognized revenue from services of Aqua amount of Baht 467.24

million or 89.98% of total revenue, and in 2009 amount of Baht 394.90 million or 89.82 million, that was an increase

Baht 72.34 million or 18.32% from the previous year.

Hire purchase interest income

The income from the sale on hire-purchase contracts is the income from sales of pruducts in the previous

period, and will be recognized monthly as per the sum of the digits method. The group of companies stopped

recognizing the hire purchase income once more than 3 installments were not paid.

In 2010, the company has hire-purchase interest income in the amount of Baht 6.34 million, or 1.22% of total

revenues, a decrease by Baht 3.08 million or 32.70% from the previous year due to the company stopped all kinds of

sale on hire-purchases since 2009. The Income from hire-purchase contracts in 2007 came from those outstanding in

that accounting period. The gradual expiry of those contracts thus pressured down such Income.

Other Income

Other income consists of

1) Revenue from recovered of bad debt was made in accordance with the Ministerial Regulation No. 186 on

Debt Loss Writing-off. In 2010, the company recorded Baht 7.10 million in 2009 and Baht 7.36 million.

2) Interest income is income derived from the cash excess from debt collection to deposit with financial

institutions and partial of the excess cash provided of short-term loans to third parties. The company has other income

from interest, in 2010 the company had income from interest of total amount of 6.52 million baht and in 2009 this

was equal to 12.23 million baht, the income from interest decreased from the year 2009 due to the repayment from a

third party over periods and without increase in short-term loans released to the third parties in the year 2009. This

resulted in income from interest decreasing from the year 2009 of amount of 5.71 million baht which is equivalent to

46.69%.


36

3) Gains on disposal and amortization of fixed assets is income arising from the reversal of impairment of

fixed assets in 2009 of amount of 5.78 million baht and gains on disposal of assets of amount of 2.33 million baht, in

2010 total profits on disposal and amortization of fixed assets of amount of 8.11 million baht.

4) Dividend received is income derived from investment of the company in 2010, with receiving dividends

from Eastern Printing Public Company Limited "EPCO", the company and its subsidiaries hold shares of 36.81%,

receiving dividends payment of a total of 22.69 million baht.

The details of other income of the Company are as follows;

Other Income 2010 2009 2008

M.Baht % M.Baht % M.Baht %

Gain on disposals of and written off fixed assets

8.11

1.56

0.31

0.07

1.64

0.48

Recovered bad debts 7.10 1.37 7.35 1.67 9.38 2.77

Interest income 6.52 1.26 12.23 2.78 15.03 4.45

Compensation income 3.50 0.67 3.92 0.89 - -

Amortized for unearned interest income 1.98 0.38 - - - -

Gain on changes in value of investments - - - - (18.24) (5.39)

Dividend income 0.42 0.08 2.72 0.62 - -

Excess of interest in fair value over cost of associates

-

-

-

39.40

11.63

Others 12.82 2.47 2.01 0.46 7.80 2.30

Total 40.45 7.79 28.54 6.49 55.01 16.24

Cost of Sales

In 2008, the company had not any cost of sales because the company had already ceased the hire-purchase

business and the inventories of electronic appliance were already sold out.

In 2009, the Company set up Smile Kaffe Company Limited, a new subsidiary to manufacture and distribute

roasted coffee and related products. Then the Company has cost of sales from coffee business amount of Baht 6.03

million and Baht 4.41 million in 2010.

Cost of Services

The cost of services belonged to Aqua Corporation Public Company Limited, a subsidiary of the Company. In

2010, the cost of services was Baht 307.27 million, a increase by Baht 50 million in according to the expansion of its

revenue from services


37

Selling and Service Expenses

In 2010, the selling and administrative expenses was Baht 139.58 million, an increased by Baht 15.49

million. However, comparing to the total revenue, the selling and service expenses were reduced from 35.27% of the

previous year to be 26.88% in 2009.

Bad debts and doubtful accounts

This was a resulting from the company has ceased the hire-purchase business. Then the value of hire purchase

agreement was decreased and the company already set up allowance for bad debts and doubtful accounts. However,in

2010 the Company has continuously collected the receivable that was already reverved for bad debt and doubt

accounts, so there was a reversal of bad debt and doubt accounts amount of Baht 25.43 million.

Income Tax

Income tax presented in consolidated financial statements was a result of the net profit from Aqua

Corporation Public Company Limited while the company had not any income tax due to its operating loss. In 2010

and 2009, the income tax were Baht 16.19 million and Baht 11.45 million accordingly.

Net Loss

In 2010, the company had a net loss of Baht 21.66 million, attributed to equity holders of the Company

amount of Baht 42.12 million and minority interest amount of Baht 20.46 million. Comparing to the net profit

amount of Baht 50.94 million in 2009 which attributed to equity holders of the Company amount of Baht 43.51

million and minority interest amount of Baht 7.43 million, The Company’s net profit for the equity holders of the

Company was decreased by Baht 1.39 million or 3.19%. The important reason of the decreased in net profit was the

company and a subsidiary had a resolution to set up the allowance for loss on impairment of advance payment for

share subscription, totaling amount of Baht 50 million because of the possibility of collection was remote.

Financial Status

Assets

The company had total assets of Baht 925.15 million at the year ended 2010, compared to Baht 862.60

million for the year 2009. The company’s total assets were increased by Baht 62.55 million or 7.25% which can be

separated in to;

1. Current assets decreased by Baht 191.51 million that was resulting from the decrease in cash and cash

equivalent by Baht 120.62 million due to invest to Eastern Printing Pcl., accounts receivable decreases by

Baht 17.80 million due to the expansion of service income of Aqua Corporation Pcl., and the increase in

dividend income from Eastern Printing Pcl.

2. Non-current assets increased by Baht 254.06 million that was resulting from the increase of investment in

Eastern Printing Pcl as associatied company by Baht 228.48million and increase of investment in a

affiliate by Baht 29.13 million due to invest in Aura Dream Company Limited by Baht 29.9 million.

Type 2010 2009 2008

M. Baht % M. Baht % M. Baht %

Selling expenses 30.74 5.92 32.62 7.42 24.50 7.23 Administrative expenses 108.84 20.96 122.45 27.85 124.87 36.87

Total 139.58 26.88 155.07 35.27 149.37 44.10


38

Hire purchase/finance lease agreement

Hire purchase/finance lease agreement (value as per the hire-purchase contracts) comprised of 7 types as

follows;

Type

2010 2009 2008

M. Baht % M. Baht % M. Baht %

Electrical equipment and appliances

- retailing 102.39 33.98 124.89 35.08 176.36 37.08

- agents 96.21 31.93 105.98 29.77 113.54 23.87

Cars

- Hire-purchase receivable 21.98 7.30 53.88 15.14 107.45 22.59

- Transferred hire-purchase receivables 1.16 0.38 1.67 0.47 5.01 1.05

- Leasing receivable 12.44 4.13 - - - -

Public Phones 64.56 21.44 66.32 18.63 69.36 14.59

Loans 2.54 0.84 3.22 0.90 3.88 0.82

Total 301.28 100.00 355.97 100.00 475.60 100.00

Quality of hire purchase/financial lease receivables

The company’s loans and allowance for doubtful accounts are classified by aging as follows and the balances

of hire purchase/financial lease receivables (net of unearned hire purchase interest income)

Hire purchase/financial lease receivables are classified by aging as follows;

Aging

December 31, 2010 December 31, 2009

Accounts

receivable

Percentage

Allowance set up

Allowance for

doubtful accounts

Accounts

receivable - net

Accounts

receivable

Percentage

Allowance set up

Allowance for

doubtful accounts

Accounts

receivable - net

Undue 11.80 1% 0.12 11.68 16.43 1% 0.16 16.27

1 ? 2 months 3.47 2% 0.07 3.40 12.99 2% 0.26 12.73

3 ? 6 months 4.97 25% 1.24 3.73 14.27 25% 3.56 10.71

7 ? 12 months 4.11 50% 2.06 2.05 2.98 50% 1.49 1.49

Over 12 months 248.75 100% 248.75 - 279.30 100% 279.30 -

Total 273.10 252.24 20.86 325.97 284.77 41.20

General reserve - - - 12.16 (12.16)

Receivables and

loans- net 273.10 252.24 20.86 325.97 296.93 29.04


39

The groups of companies has an increase of the proportion of the doubtful accounts to total receivables from

91.09% in 2009 to 92.36% in 2010 due to ceasing of the hire-purchase / leasing business and collect only the

remaining receivables. Therefore, the remaining receivables and cannot be collected would result the decrease in

quality of receivable.

Liquidity

In 2010 had decrease liquidity than 2009 by the company had its current ratio decrease from 3.04 to 1.36

times. The decrease in liquidity was a resulting from the decrease in cash and cash equivalent, accounts receivable and

short-term loans to other person. In addition, as the company’s current ratio is over 1.00 times that is considerably

high.

Total Liabilities

In 2010, the company had total liabilities of Baht 120.43 million, comparing to Baht 77.62 million in 2009

was a n increase by Baht 42.81 million or 55.15%, which was resulting form the increase in accounts payable due to

the expansion of income from services of a subsidiary, and in 2010, a subsidiary has borrowed from financial

institution for working capital amount of Baht 25million.

Shareholders’ Equity

In 2010, the company had total shareholders’ equity of Baht 804.72 million, separated in to the equity holders

of the company amount of Baht 572.99 million and minority interest amount of Baht 231.73 million. The increase in

shareholders’ equity by Baht 19.71 million or 2.51% was resulting from in 2010 the company received fund from

capital increase by the exercise of SSE-W1 amount of Baht 48.67 million. After combined with the net loss attributed

to the equity holders of the company amount of Baht 42.13 million, resulting the equity holders of the company of

Baht 572.99 million at December 31, 2010.


40

Report of the Audit Committee

Audit Committee’s Report

Audit Committee of P Plus P Public Company Limited consists of three independent non-executive members,

the responsibility to strengthen the credibility of financial statements before summiting to the Board of Directors,

review and support the internal control system of the company to assure for the efficacy, oversee operations of the

executive management shall be in accordance to the regulations related to laws and policies by the Board of Directors,

provided without conflicts of interest, and propose the appointment and remuneration of auditors of the company and

perform other responsibilities that the Board of Directors deems appropriate.

During the year 2010, the operation to achieve the above responsibilities, the Audit Committee held thirteen

meetings with the External Auditors, Internal Auditor and the management team to consider the results of the audit

and adequacy of internal controls, quality of financial reporting and the adequacy of disclosure, compliance with

regulatory of the company, and regulations of the relevant laws including issues of conflict of interest that may arise.

The Audit Committee has provided assessments of their performance (Self-Assessment) in the year 2010 to

ensure that the performance of the audit committee is effective and achieve the objectives as required in the Charter of

the Audit Committee.

In addition, the External Auditors and Internal Auditors can contact directly with the management and the

Audit Committee, they have unlimited and free contact about the relevant functions.

For the year 2011, the Audit Committee has recommended BPR Audit and Advisory Co., Ltd to be the

company’s External Auditor to the Board of Directors for nomination to the shareholders' meeting for approval.

In summary, the overall Audit Committee was to perform duties required as specified in the Charter of the

Audit Committee which was approved by the Board of Directors. The Audit Committee has the opinion that the

company has reported their financial statement and operated correctly with the internal control system, the internal

audit of compliance requirements and regulations of the relevant laws with correct disclosed related transactions and

operating systems that comply with corporate governance sufficiency and reliability including improving the

performance system to a high quality and providing a continuous suitable business environment.

Lt.Gen Jiradej Mokkhasmit

Chairman of Audit Committee

February 28, 2011


41

REPORT OF CERTIFIED PUBLIC ACCOUNTANT

To the Shareholders and the Board of Directors of P Plus P Public Company Limited

(Formerly Sunshine Corporation Public Company Limited)

I have audited the consolidated balance sheet of P Plus P Public Company Limited and its subsidiaries as at December

31, 2010, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the

year then ended. I have also audited the balance sheet of P Plus P Public Company Limited as at December 31, 2010,

and the related statements of income, changes in shareholders’ equity and cash flows for the year then ended. The

management of the Company is responsible for the correctness and completeness of information presented in these

financial statements. My responsibility is to express an opinion on these financial statements based on my audit. I did

not audit the financial statements for the year ended December 31, 2010 of an associated company. Investment in such

associated company accounted for by the equity method in the consolidated financial statements. Its carrying value of

investment in associated company as at December 31, 2010 was Baht 324.9 million, reflect 35.1% of total assets in

the consolidated financial statements and its share of profit on investment in such associated company for the year

ended December 31, 2010 was Baht 8.9 million, while consolidated net loss in the consolidated financial statements

was Baht 21.7 million. Such financial statements of the associated company were audited by other auditor whose

report has been furnished to me and my report, insofar as it relates to the amounts include for such associated

company, is based solely on the report of other auditor. The consolidated financial statements of P Plus P Public

Company Limited and its subsidiaries and the separate financial statements of P Plus P Public Company Limited for

the year ended December 31, 2009 presented herewith for comparative purpose, were audited by other auditor whose

report dated March 2, 2010, expressed an unqualified opinion on those financial statements. However, such financial

statements were restated as described in Note 34 to financial statements. I have also audited the adjustments that were

applied to restate the 2009 financial statement. In my opinion such adjustments are appropriate and have been

properly applied.

I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan

and perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the

financial statements. An audit also includes assessing the accounting principles used and significant estimates made by

management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a

reasonable basis for my opinion.


42

In my opinion, based on my audit and the report of the other auditor, the financial statements referred to above present

fairly, in all material respect, the consolidated financial position of P Plus P Public Company Limited and its

subsidiaries as at December 31, 2010, and the consolidated results of their operations and their cash flows for the year

then ended, and the financial position of P Plus P Public Company Limited as at December 31, 2010 and the results of

its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles.

(Mr. Boonlert Kaewphanpurk)

Certified Public Accountant

Registration No. 4165

BPR AUDIT AND ADVISORY CO., LTD.

Bangkok

February 28, 2011


43

P PLUS P PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES

(FORMERLY SUNSHINE CORPORATION PUBLIC COMPANY LIMITED)

BALANCE SHEETS

AS AT DECEMBER 31, 2010 AND 2009

Consolidated The Company only

December December December December

31, 2010 31, 2009 31, 2010 31, 2009

Notes “Restated” “Restated”

ASSETS

CURRENT ASSETS

Cash and cash equivalents 6 27,397,350 148,019,929 2,524,338 84,128,261

Current investments 7 - 15,537,246 - 13,129,746

Trade accounts receivable - net

- Related parties 5,9 1,500,000 10,523,567 - -

- Others companies 9 80,869,815 89,650,444 - -

Current portion of hire - purchase/financial

lease contract receivables and loans 8 13,899,542 19,936,217 7,352,714 7,281,613

Current portion of long - term loan to related party 5 - 217,609 - -

Current portion of long - term loan to other 241,604 - - -

Other receivable from related parties 5 2,052,159 275,000 160,699 330,470

Inventories - net - 9,943,295 - -

Accrued dividend income 5 22,691,725 - 13,456,005 -

Investment in right for claim - net 10 - - - -

Short-term loans to others 11 - 55,000,000 - 55,000,000

Other current assets 12,15 59,743,085 50,792,076 6,327,835 2,359,799

Total current assets 208,395,280 399,895,383 29,821,591 162,229,889

NON – CURRENT ASSETS

Deposits at financial institutions pledged as collateral 13 21,851,311 18,836,038 5,107,400 5,114,090

Employees receivable - net 14 - - - -

Hire - purchase/financial lease contract

receivables and loans net of current portion - net 8 6,963,690 9,106,793 6,765,698 4,260,706

Long - term loan to related party - net of current portion 5 - 1,305,026 - -

Long - term loan to other - net of current portion 1,051,305 - - -

Other long-term receivables 15 16,116,460 - - -

Investments in subsidiaries 16 - - 167,486,176 185,245,954

Investments in associated companies 16 324,904,692 96,427,399 200,805,004 60,879,036

Other long-term investments 17 66,633,100 37,500,000 69,180,982 37,500,000

Advance payment for share subscription- net 18 - - - -

Property, plant and equipment - net 19 265,077,019 289,043,833 73,035,973 64,582,373

Other non-current assets 14,162,986 10,483,048 1,743,996 1,952,416

Total non – current assets 716,760,563 462,702,137 524,125,229 359,534,575

TOTAL ASSETS 925,155,843 862,597,520 553,946,820 521,764,464

In Baht


44



BALANCE SHEETS



December December December December

31, 2010 31, 2009 31, 2010 31, 2009


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Bank overdrafts 3,469,338 - 3,469,338 -

Trade accounts and notes payable 24,747,516 21,522,201 - -

Trade accounts payable - related parties 5 230,000 - - -

Payable to and short-term loans from related parties 5 25,912,139 1,454,501 46,106,893 141,866

Short-term loans from others 20 1,808,595 12,189,370 - -

Current portion of liabilities under financial lease

and hire-purchase contracts 21 2,404,681 1,496,864 2,404,681 1,496,864

Current portion of long - term loan from financial institutions 22 3,175,622 1,133,829 - -

Income tax payable 5,242,925 491,826 - -

Other current liabilities 23 23,654,058 31,295,393 4,214,806 12,993,630

Total current liabilities 90,644,874 69,583,984 56,195,718 14,632,360

NON – CURRENT LIABILITIES

Long-term loan from financial institution - net of current portion 22 26,334,925 5,158,431 - -

Liabilities under financial lease and hire-purchase contracts

- net of current portion 21 3,449,081 2,855,642 3,449,081 2,855,641

Retention payable to related parties 5 - 18,242 764,100 793,770

Total non-current liabilities 29,784,006 8,032,315 4,213,181 3,649,411

TOTAL LIABILITIES 120,428,880 77,616,299 60,408,899 18,281,771

SHAREHOLDERS' EQUITY

Share capital- common shares, Baht 1 par value

Authorized share capital - 673,409,782 shares in 2010

and 792,000,000 shares in 2009, Baht 1 par value 673,409,782 792,000,000 673,409,782 792,000,000

Issued and fully paid-up share capital - 673,409,782 shares in 2010

and 624,740,125 shares in 2009, Baht 1 par value 24 673,409,782 624,740,125 673,409,782 624,740,125

Deficit (100,417,563) (58,291,949) (179,871,861) (121,257,432)

Equity attributable to owners of the parent - net 572,992,219 566,448,176 493,537,921 503,482,693

Minority interests of subsidiaries 231,734,744 218,533,045 - -

Total shareholders' equity 804,726,963 784,981,221 493,537,921 503,482,693

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 925,155,843 862,597,520 553,946,820 521,764,464

In Baht


45



STATEMENTS OF INCOME



2010 2009 2010 2009


REVENUES 28

Revenue from sale of goods 5,242,681 6,763,433 - -

Revenue from services 467,241,883 394,903,809 - -

Hire purchase interest income 6,339,074 9,413,519 4,484,523 4,299,177

Other income 5,26 40,453,237 28,540,264 29,919,089 21,612,659

Total Revenues 519,276,875 439,621,025 34,403,612 25,911,836

EXPENSES 28

Cost of sales of goods 4,410,726 6,032,535 - -

Cost of services 307,270,481 259,262,627 - -

Selling expenses 30,740,530 32,622,935 10,000 83,203

Administrative expenses 108,834,211 122,454,689 57,862,782 16,479,677

Management benefit expenses 27,113,184 32,511,646 11,321,835 13,806,450

Loss on impairment of advances for share reservations. 18 50,000,000 - 21,700,000 -

Total Expenses 5,27 528,369,132 452,884,432 90,894,617 30,369,330

LOSS BEFORE FINANCE COSTS

AND INCOME TAX (9,092,257) (13,263,407) (56,491,005) (4,457,494)

Finance costs (5,146,565) (1,062,169) (2,123,424) (349,188)

Share of profit (loss) on investment in associated companies 8,769,743 (25,167,978) - -

LOSS BEFORE INCOME TAX (5,469,079) (39,493,554) (58,614,429) (4,806,682)

Income tax (16,194,514) (11,447,403) - -

NET LOSS (21,663,593) (50,940,957) (58,614,429) (4,806,682)

Attributable to

Equity holders of the parent (42,125,614) (43,512,267) (58,614,429) (4,806,682)

Minority interest 20,462,021 (7,428,690) - -

(21,663,593) (50,940,957) (58,614,429) (4,806,682)

Loss per share (Baht) 25

Basic (0.0627) (0.0739) (0.0873) (0.0082)

Diluted (0.0627) (0.0612) (0.0873) (0.0068)

In Baht


46



STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

Issued and Retained Equity attributable

paid-up earnings to owners of Minority interest

Note share capital (deficit) the parent-net of subsidiaries Total

Balance as at January 1, 2009 as previous reported 542,624,635 (41,832,264) 500,792,371 218,701,263 719,493,634

Adjustment 34 - 27,052,582 27,052,582 - 27,052,582

Balance as adjusted 542,624,635 (14,779,682) 527,844,953 218,701,263 746,546,216

Net loss - (43,512,267) (43,512,267) (7,428,690) (50,940,957)

Increase in minority interest - - - 7,260,472 7,260,472

Warrants exercised to buy common shares 24 82,115,490 - 82,115,490 - 82,115,490

Balance as at December 31, 2009 624,740,125 (58,291,949) 566,448,176 218,533,045 784,981,221

Net loss - (42,125,614) (42,125,614) 20,462,021 (21,663,593)

Minority interest - - - (7,260,322) (7,260,322)

Warrants exercised to buy common shares 24 48,669,657 - 48,669,657 - 48,669,657

Balance as at December 31, 2010 673,409,782 (100,417,563) 572,992,219 231,734,744 804,726,963

In Baht

Consolidated



STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY


Issued and Retained earnings

Note paid-up share capital (deficit) Total

Balance as at January 1, 2009 as previous reported 542,624,635 (142,497,695) 400,126,940

Adjustment 34 - 26,046,945 26,046,945

Balance as adjusted 542,624,635 (116,450,750) 426,173,885

Net loss - (4,806,682) (4,806,682)

Warrants exercised to buy common shares 24 82,115,490 - 82,115,490

Balance as at December 31, 2009 624,740,125 (121,257,432) 503,482,693

Net loss - (58,614,429) (58,614,429)

Warrants exercised to buy common shares 24 48,669,657 - 48,669,657

Balance as at December 31, 2010 673,409,782 (179,871,861) 493,537,921

The Company only

In Baht


47



STATEMENTS OF CASH FLOWS



2010 2009 2010 2009

“Restated” “Restated”

CASH FLOWS FROM OPERATING ACTIVITIES

Loss before income tax (5,469,079) (39,493,554) (58,614,429) (4,806,682)

Adjustments for

Depreciation and amortization expenses 35,438,311 37,293,057 7,799,488 5,823,043

Recovered bad debts - (7,355,316) - (4,501,614)

Reversal of doubtful accounts (25,431,586) (20,483,264) (18,240,216) (22,172,431)

Loss on impairment of inventories (Reversal) (2,922,955) 3,116,013 - -

Loss on impairment of prepaid - real estate under to buy and to sales agreement - 3,487,300 - -

Amortization of deferred for interest (1,985,203) - - -

Loss on impairment of assets (Reversal) (505,462) 7,558,587 - -

Reversal of costs of materials for billboard (129,013) - - -

Loss (Gain) on disposal of investment in subsidiaries (6,243,393) - 7,823,982 -

Loss (Gain) on impairment of other long-term investment 2,436,796 - 2,436,796 -

Loss on impairment of advanced payment for share subscription 50,000,000 - 21,700,000 -

Loss (Gain) on sale and written-off fixed asssets (8,108,887) 10,010,384 225,085 (311,495)

Gain from sales of investment in other company (853,238) - (853,238) -

Share of loss (profit) on investment in associated companies (8,769,743) 25,167,978 - -

Dividend income - - (13,456,005) -

Interest income (6,522,137) (12,233,078) (5,891,437) (11,596,890)

Interest expense 5,146,565 1,062,169 2,133,288 349,188

Decrease (Increase) in operating assets

Hire - purchase/financial lease contract receivables and loans 30,039,125 71,544,957 12,260,495 44,683,306

Trade accounts receivable 11,696,603 (64,886,762) - -

Receivables from related parties (1,937,159) - 169,772 -

Inventories 12,101,980 (13,059,307) - -

Other current assets (25,252,085) (4,491,834) (3,963,912) 1,688,775

Employees receivable 3,693,629 12,633,147 3,403,628 8,431,528

Other non-current assets (4,859,953) (3,581,483) 30,368 (1,147,499)

Increase (Decrease) in operating liabilities

Trade accounts payable 5,111,045 13,851,145 - -

Accounts payables from related parties 2,188,612 - (34,973) -

Other current liabilities 2,767,819 (265,429) 1,259,277 2,945,775

Retention payable to related parties (18,242) 782,973 (29,670) 793,770

Cash generated (paid) from operation 61,612,350 20,657,683 (41,841,701) 20,178,774

Interest paid (4,927,168) (873,025) (1,782,706) (349,188)

Income tax paid (11,443,415) (24,078,469) - (188,658)

Net Cash Provided by (Used in) Operating Activities 45,241,767 (4,293,811) (43,624,407) 19,640,928

In Baht


48



STATEMENTS OF CASH FLOWS (CONTINUED)



2010 2009 2010 2009

“Restated” “Restated”

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of equipment (43,480,988) (52,084,423) (13,389,382) (27,906,683)

Proceeds from disposal of fixed assets 17,731,638 1,116,651 1,553,262 271,703

Decrease (Increase) in deposit at financial institutions pledged as collateral (3,015,273) (1,682,524) 6,690 37,320

Decrease in current investment 6,352,383 99,183,299 3,944,884 25,694,254

Decrease in investments in securities. - 28,916,646 - 10,048,501

Cash received (paid) for investment in subsidiary 6,838,734 459,700 5,718,018 (17,759,778)

Cash paid for investment in associated companies (219,707,550) (25,247,401) (139,925,968) (23,642,013)

Increase in other long - term investments (29,900,000) - (29,900,000) -

Increase in other investments - (9,184,862) - (9,184,862)

Decrease in land held for sales - 23,069,000 - 23,069,000

Decrease (Increase) in long-term loans to related parties 1,522,636 - - (49,964,904)

Increase in long-term loan to others (1,292,909) - - -

Decrease (Increase) in short-term loan to others 55,000,000 (51,487,540) 55,000,000 31,500,000

Advance payment for share subscription (50,000,000) - (21,700,000) -

Interest received 6,534,026 12,261,567 5,887,311 11,865,781

Net Cash Provided by (Used in) Investing Activities (253,417,303) 25,320,113 (132,805,185) (25,971,681)

CASH FLOWS FROM FINANCING ACTIVITIES

Increase in bank overdrafts 3,469,338 - 3,469,338 -

Increase in short-term loans from related parties 24,800,000 - 46,000,000 -

Increase (Decrease) in short-term loans from other (10,200,000) 12,900,000 - -

Proceeds from warrants exercised to buy common shares 48,669,657 82,115,490 48,669,657 82,115,490

Increase (Decrease) in long - term loans from financial institutions 23,218,288 (1,038,700) - -

Repayments of liabilities under financial lease and hire-purchase contracts (3,313,326) (2,359,107) (3,313,326) (2,359,107)

Proceeds from share subscription from minority interest of subsidiaries 909,000 9,251,122 - -

Net Cash Provided by Financing Activities 87,552,957 100,868,805 94,825,669 79,756,383

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (120,622,579) 121,895,107 (81,603,923) 73,425,630

Cash and Cash Equivalents - Beginning of Year 148,019,929 26,124,822 84,128,261 10,702,631

CASH AND CASH EQUIVALENTS - END OF YEAR 27,397,350 148,019,929 2,524,338 84,128,261

In Baht


49



STATEMENTS OF CASH FLOWS (CONTINUED)


Supplemental Disclosure of Cash Flow Information

1. In the second quarter of 2010, the Company purchased property, plant and equipment under financial lease contracts in the

amount of Baht 4.5 million.

2. In the third quarter of 2010, the Company sold its investment in Smile Kaffe Co., Ltd, 61%, at Baht 5.72 million and its subsidiary,

Aqua Corporation Public Company Limited, sold all investment in shares of Aqua Communication Co.,Ltd. (37%), and

Media Café Co., Ltd. (45%) in the amount of Baht 1.48 million and Baht 1.80 million, respectively.

Proceeds from sales of investments in subsidiaries was as follows:

In Thousand Baht

Proceeds from sales of investments in subsidiaries 8,998

Less Cash and cash equivalent (2,159)

Net 6,839

Less Trade accounts receivable (5,826)

Other current assets (3,603)

Fixed assets (4,399)

Other non-current assets (2,204)

Add Payable to related parties 2,531

Other current liabilities 2,076

Minority interests 9,160

Other long-term investments 1,669

Gain on sales of investments in subsidiaries 6,243


50

P PLUS P PUBLIC COMPANY LIMITED AND SUBSIDIARIES


NOTES TO FINANCIAL STATEMENTS


The financial statements were authorized for issue by the directors on February 28, 2011.

1. GENERAL INFORMATION

P Plus P Public Company Limited ( Formerly Sunshine Corporation Public Company Limited ) (hereinafter referred to as “the

Company”) which is a public company incorporated and domiciled in Thailand on April 20, 2004, registration no.

10107547000397. The Company’s registered address is 121/68-69 Ratchadapisek Road, Dindaeng , Bangkok. The Company’s

principal activities are sales and hire purchase of electronic equipment, mobile phones, motorcycles, cars and other goods.

The Company and its subsidiaries operate in Thailand.

The consolidated financial statements as at December 31, 2010 and 2009, include the accounts of The Company and its

subsidiaries which the Company has controlling power or directly and indirectly holdings on this subsidiaries as follows:

Percentage of

In Thousand Baht direct and indirect

Paid-up share capital Holdings (%)

Name of Companies Type of business 2010 2009 2010 2009

Mantra Assets Company

Limited (Formerly Sunshine

International Business

Company Limited)

Sale and lease of Electronic

appliances and vehicles 150,000 150,000 99.99 99.99

Aqua Corporation Public

Company Limited

Installation advertising

media 339,200 339,200 44.24 44.24

Aqua Point Co., Ltd. Services for rent of small

billboard and installation

10,000 10,000 44.24 44.24

AD Society Co., Ltd. Services for rent of structure

for billboard stand and

installation

5,000 5,000 44.24 44.24

Aqua Media 360 Co., Ltd. Production on TV and

advertising

5,000 5,000 22.56 22.56

Aqua Communication Co.,

Ltd.*

Entertainment organizer and

exhibition services

- 4,000 - 16.36

Media Café Co., Ltd.* Production on TV and

advertising

- 4,000 - 19.90

Smile Kaffe Co., Ltd. *

Manufacture and distribute

roasted coffee and related

products includes sell of

foods and beverage

-

22,200

-

80.00

*The Company and its subsidiary sold such subsidiaries in the third quarter of 2010.

On June 4, 2010, the Board of Directors’ Meeting resolved an approval to sell its investment – Smile Kaffe Co., Ltd., a subsidiary

of the Company. Subsequently, on August 2, 2010, the Company entered into a sale and purchase of shares agreement with a


51

shareholder of such subsidiary to sell 183,000 shares, 61% of authorized share capital, at Baht 5.72 million and the payment was

made on August 20, 2010.

On August 13, 2010, the Board of Directors’ Meeting had a resolution for the Company to enter into the Sale and Purchase Shares

Agreement in 1) Aqua Communication Co., Ltd.a subsidiary held by the Company at 37% of its authorized share capital, with a

person in the amount of Baht 1.48 million and 2) Media Café Co., Ltd. a subsidiary held by the Company at 45% of its authorized

share capital, with a person who is a director of such subsidiary in the amount of Baht 1.80 million. In September 2010, the

Company received a payment of purchase of shares amounting to Baht 3.28 million.

The consolidated financial statements of the Company included the operating results of such companies to the date of investment

disposal.

2. BASIS OF FINANCIAL STATEMENT PRESENTATION The financial statements issued for Thai reporting purposed are prepared in the Thai language. This English translation of the

financial statements has been prepared for the convenience of readers not conversant with the Thai language.

The financial statements are prepared in accordance with Thai Accounting Standards (“TAS”) including related interpretations

and guidelines promulgated by the Federal of Accounting Professions (“FAP”) and with generally accepted accounting principles

in Thailand.

The financial statements are presented in Thai Baht unless otherwise stated. They are prepared on the historical cost basis except

for as discussed in accounting policy.

The preparation of financial statements in conformity with TAS requires management to make judgments, estimates and

assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates

and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under

the circumstances, the results of which form the basis of making the judgments about carrying amounts of assets and liabilities

that are not readily apparent from other sources.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in

the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future

periods, if the revision affects both current and future periods.

3. NEW ACCOUNTING STANDARDS

The Federation of Accounting Professions has issued the Notifications of Federation of Accounting Professions No. 17/2553

dated April 9, 2010, announced in the Royal Gazette on May 26, 2010; and No. 50-55/2553 dated November 24, 2010, announced

in the Royal Gazette on December 15, 2010, regarding the Thai Accounting Standards (TAS), Thai Financial Reporting Standards

(TFRS) and Thai Financial Reporting Interpretation (TFRIC) that have been effective as follows:

a) Immediately effective

Accounting Framework (Revised 2009)

b) Effective for the period beginning on or after January 1, 2011

TAS 1(Revised 2009) Presentation of Financial Statements

TAS 2 (Revised 2009) Inventories

TAS 7 (Revised 2009) Statement of Cash Flows

TAS 8 (Revised 2009) Accounting Policies, Changes in Accounting Estimates and Errors

TAS 10 (Revised 2009) Events after the Reporting Period

TAS 11 (Revised 2009) Construction Contracts

TAS 16 (Revised 2009) Property, Plant and Equipment

TAS 17 (Revised 2009) Leases

TAS 18 (Revised 2009) Revenue


52

TAS 19 Employee Benefits

TAS 23 (Revised 2009) Borrowing Costs

TAS 24 (Revised 2009) Related Party Disclosures

TAS 26 Accounting and Reporting by Retirement Benefit Plans

TAS 27 (Revised 2009) Consolidated and Separate Financial Statements

TAS 28 (Revised 2009) Investments in Associates

TAS 29 Financial Reporting in Hyperinflationary Economies

TAS 31 (Revised 2009) Interests in Joint Ventures

TAS 33 (Revised 2009) Earnings per Share

TAS 34 (Revised 2009) Interim Financial Reporting

TAS 36 (Revised 2009) Impairment of Assets

TAS 37 (Revised 2009) Provisions, Contingent Liabilities and Contingent Assets

TAS 38 (Revised 2009) Intangible Assets

TAS 40 (Revised 2009) Investment Property

c) Effective for the period beginning on or after January 1, 2013

TAS 12 Income tax

TAS 20 (Revised 2009) Accounting for Government Grants and Disclosure of Government Assistance

TAS 21 (Revised 2009) The Effects of Changes in Foreign Exchange Rates

Management is presently considering the potential initial impact of these new and revised TAS, TFRS and TFRIC on the financial

statements.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the “Group”).

Significant intercompany transactions between the Company and its subsidiaries included in the consolidated financial statements

have been eliminated.

Subsidiaries

Subsidiaries are those companies controlled by the Company. Control exists when the Company has the power, directly or

indirectly, to govern the financial and operating policies of a company so as to obtain benefits from its activities. The financial

statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the

date that control ceases.

Associates

Associates are those companies in which the Company and its subsidiaries have significant influence, but not control, over the

financial and operating policies. The consolidated financial statements include the Company and its subsidiaries’ share of the

total recognized gains and losses of associates on an equity accounted basis, from the date that significant influence commences

until the date that significant influence ceases. When the Company and its subsidiaries’ share of losses exceeds its interest in an

associate, the Company and its subsidiaries’ carrying amount is reduced to nil and recognition of further losses is discontinued

except to the extent that the Company and its subsidiaries have incurred legal or constructive obligations or made payments on

behalf of an associate.

TFRS 2 (Revised 2009) Share-based Payment

TFRS 3 (Revised 2009) Business Combinations

TFRS 5 (Revised 2009) Non-current Assets Held for Sale and Discontinued Operations

TFRS 6 Exploration for and Evaluation of Mineral Resources

TFRIC 15 Agreements for the Construction of Real Estate


53

Cash and cash equivalents

Cash and cash equivalents are cash on hand and all type of deposit at banks excluding deposit which held to maturity and short-

term highly liquid investment that are subject to insignificant risk to change in value.

Current Investment Current investment consists of fixed deposit, investments in notes receivable and bill of exchange with a maturity period over 3

months but less than 1 year. Investment in debt securities present in the balance sheet at fair value. Unrealized gain or loss on

valuation recognized to the statement of income.

Accounts receivable and loans and allowance for doubtful accounts

Trade accounts receivable and loans consist of hire-purchase receivables and loans to employees. Hire purchase receivables are

stated at the outstanding balances less unearned hire purchase income and allowance for doubtful accounts.

The Company and its subsidiary set up an allowance for doubtful accounts based on the estimated collection losses that may incur

in collection of receivables. The allowance is based on collection experience, analysis of debtor aging and review of the current

financial status of receivables outstanding at the balance sheet date. The Company and its subsidiary provide allowance for

doubtful accounts based on use of the aging report as follows:-

Rate on loans and hire purchase receivables

Aging Less deferred hire purchase interest(%)

Undue 1

Overdue

1 - 2 months 2

3 - 6 months 25

7 - 12 months 50

Over 12 months 100

The Company and its subsidiary provided allowance for doubtful accounts for employee receivables by estimating the losses that

may be incurred in these receivables on the basis of past experience. On this basis the Company and its subsidiary provided

allowance for doubtful accounts for employee receivables at the rate of 75-100 percent of the outstanding balance.

Inventories

Inventories consist of movie products under production are stated at the actual cost or net realizable value, coffee products are

valued at the lower of cost on the first in first out(FIFO) or net realizable value.

The Company and its subsidiary set aside allowance for obsolete, slow moving or defective inventories based on analysis of the

age and condition of the inventories.


54

Assets foreclosed

These represent assets repossessed from hire purchase receivables and employee receivables and are stated at the lower of cost

(which mostly comprises the net outstanding balance) and estimated net realizable value. Provision is made for the decline in

value of the repossessed assets.

Investment in distressed assets

Investment in distressed assets represents investments in business credit and hire purchase credit is valued at cost, net of

allowances for impairment.

The Company and its subsidiary record loss on impairment of the above investments in the income statement if the estimated cash

inflows which the Company and its subsidiary expect to receive from receivables are lower than those initially estimates.

Any loss on impairment of these investments will be reversed for any increase in estimated cash inflows. However, the reversal

amount will not exceed the loss on impairment previously recognized in income statement.

Investments

Investments in subsidiaries and associates

Investments in subsidiaries and associates in the separate financial statements of the Company are accounted for using the cost

method. Investments in associates in the consolidated financial statements are accounted for using the equity method.

Investments in other equity securities

Marketable equity securities held for trading are classified as current assets and are stated at fair value, with any resultant gain or

loss recognized in the statement of income.

Marketable equity securities other than those securities held for trading or intended to be held to maturity, are classified as being

available-for-sale and are stated at fair value, with any resultant gain or loss being recognised directly in equity.

Equity securities which are not marketable security are stated at cost less impairment losses.

Disposal of investments

On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the associated

cumulative gain or loss that was reported in equity is recognized in the statement of income.

If the Company and its subsidiaries dispose of part of its holding of a particular investment, the deemed cost of the part sold is

determined using the weighted-average method applied to the carrying value of the total holding of the investment

Land, building, equipment and depreciation

Land is stated at cost. Building and equipment are stated at cost less accumulated depreciation and allowance for loss on

impairment of assets (if any).

Owned assets

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.


55

Leased assets

Leases in terms of which the Company and its subsidiaries substantially assume all the risk and rewards of ownership are

classified as finance leases. Property, plant and equipment acquired by way of finance leases is capitalized at the lower of its fair

value and the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation and

impairment losses. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to

achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the statement

of income.

Depreciation of building and equipment is calculated by reference to their cost on a straight-line basis over the following

estimated useful lives.

Building 20 years

Building improvements 5 years

Furniture, fixtures and office equipment 5 years

Motor vehicles and vehicles under long-term lease agreements 5 years

Billboard stands 6 - 10 years

Digital media billboard 5 years

Improvement and electricity of billboard stands 5 years

No depreciation has been provided for land and assets under construction.

Intangible Assets

Intangible assets are stated at cost less accumulated amortization.

Amortization

Amortization is charged to the statement of income on a straight-line basis from the date that intangible assets are available for

use over the estimated economic useful lives of the assets, unless such lives are indefinite. Intangible assets with an indefinite

economic useful life are not amortized but are systematically tested for impairment at each balance sheet date. The estimated

economic useful lives of intangible assets are as follows:

Software licenses 3 years

Impairment of Assets

The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any indication

of impairment. If any such indication exists, the assets’ recoverable amounts are estimated.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and

as and when indicators of impairment are identified.

An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable

amount. The impairment loss is recognized in the statement of income.

Calculation of recoverable amount

The recoverable amount of other assets is the greater of the assets’ net selling price and value in use. In assessing 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. For an asset that does not generate cash inflows largely

independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset

belongs.


56

Reversals of impairment

An impairment loss in respect of a held-to-maturity security or receivable carried at amortized cost is reversed if the subsequent

increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognized.

Trade and Other Accounts Payable

Trade and other accounts payable are stated at cost.

Employee benefits

Provident fund

The Company has established provident fund under the defined contribution plan. The fund's assets are separated entities which

are administered by the outsider fund manager. The Company and employees made contribution into such provident fund. The

Company's contribution payments to the provident fund were recorded as expenses in statements of income in the period in which

they are incurred.

Provisions

A provision is recognized in the balance sheet when the Group has a present legal or constructive obligation as a result of a past

event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can

be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future

cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks

specific to the liability.

Revenue

Revenue excludes value added taxes and is arrived at after deduction of trade discounts.

Sale of goods and services rendered

Revenue is recognized in the statement of income when the significant risks and rewards of ownership have been transferred to

the buyer. No revenue is recognized if there is continuing management involvement with the goods or there are significant

uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods. Service income is

recognized as services are provided

Revenue from hire purchase contracts

In recognizing revenue from hire purchase contracts, the Company and its subsidiary recognize profit on differences between the

cash sales price and the cost of the goods as income in full in the year the hire purchase agreement is executed and they received

the first installment, and recognize the interest element (which represents the difference between the cash price and the hire

purchase price) over the period of payment, using the sum-of-the-digits method and recognized income from hire purchase

agreement incurred since January 1, 2008 at effective interest rate method based on each hire purchase agreement period, with

interest income recognized when the installments fall due irrespective of when actual collection is made. Recognition of interest

income ceases for hire purchase receivables which are overdue by more than 3 installments.


57

Revenue from investment in distressed asset

Interest income from investment in distressed assets is calculated using the effective rate method, applied to the aggregate actual

cash inflows. The effective interest rate was determined on the basis of assumptions as to the amount and the timing of future

collections on such loans. Such assumptions concern events that have not yet taken place and results accordingly vary if

circumstances arise which were not foreseen.

Income on financial leases

Interest income on financial leases is recognized as income over the period of payment, using the effective rate method, with

income recognized when the installments fall due irrespective of when actual collection is made. Recognition of interest income

ceases for finance lease receivables which are overdue by more than 3 installments.

Revenue from installment sales

The Company recognized revenue from installment sales at the date of sale, exclusive of interest. The sales price is the present

value of the consideration, determined by discounting the installments receivable at the imputed rate of interest. The interest

element is recognized as income on a time proportion basis, using the effective interest method.

Service income

Service income represent service income from rental of space for advertising signage, procurement of space, and the production

and installation of advertising media and are recognized when services have been rendered taking into account the stage

completion.

Production on television income

Production on television income from providing services of advertising and public relation will be recognized as income when the

services are on air.

Revenue from exhibition services

Exhibition services are recognized as income when services have been completed percentage of work and rendered.

Interest and dividend income

Interest income is recognized in the statement of income as it accrues. Dividend income is recognized in the statement of income

on the date the Group’s right to receive payments is established which in the case of quoted securities is usually the ex-dividend

date.

Expenses

Operating leases

Payments made under operating leases are recognized in the statement of income on a straight line basis over the term of the

lease. Lease incentives received are recognized in the statement of income as an integral part of the total lease payments made.


58

Finance costs

Interest expenses and similar costs are charged to the statement of income for the period in which they are incurred, except to the

extent that they are capitalized as being directly attributable to the acquisition, construction or production of an asset which

necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of finance lease

payments is recognized in the statement of income using the effective interest rate method.

Income Tax

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the

balance sheet date, and any adjustment to tax payable in respect of previous years.

Loss per Share

Loss per share is calculated by dividing the net loss for the year by the weighted average number of common shares outstanding

during the year.

5.TRANSACTIONS WITH RELATED PARTIES

A portion of the Company’s assets, liabilities, revenues, costs and expenses arose from transactions with related parties. Related

parties are those parties controlled by the Company, directly or indirectly or significant influence, to govern the financial and

operating policies of the Company.

The relationships with related parties are as follows:

Name of Companies Type of business Type of relationship

Mantra Assets Company Limited

(Formerly Sunshine International

Business Company Limited)

Sale and lease of electronic

appliances and vehicles

Subsidiaries

Aqua Corporation Public Company

Limited

Service for advertising board,

Billboard, Neon Light,

Advertising media and

publishing

Subsidiaries

Smile Kaffe Company Limited

Manufacture and distribute

roasted coffee and related

products includes sell of foods

and beverage

Subsidiaries (ended August 2,2010)

Eastern Printing Public Company Limited Printing business Associated company

General Engineering Public Company

Limited

The manufacture of concrete

products

Co-director

(ended October 5,2010)

Siam Coffee International Partnership

Limited

Trading all kinds of agricultural

products

Managing partner is a shareholder

of subsidiaries

(ended August 2,2010)

Miss Roongrawee Iampongpaitoon and

Miss Narumol Jamkajang A Body of

Persons

One partner of the body of person is

a director of the company and

shareholders of subsidiaries

Mr.Wisood Ieosivikul and Mr.Sorasak

Ieosivikul A Body of Persons

One partner of the body of person is

a shareholder of the subsidiaries

Media 360 Company Limited

Production on TV and

advertising

Co-director of a subsidiary

Mida Leasing Public Company Limited Car hire - purchase Two among six authorized directors

are shareholders


59

Name of Companies Type of business Type of relationship


Mida Assets Public Company Limited Sale and lease electronic

appliances, mobile phones and

vehicles and property

development business

Two among six authorized directors

are shareholders


Mida Property Company Limited Property development Co-authorized directors

(ended May 24,2010)

Mida Assets Sanadu Company Limited Rental, sale, purchase and

property operation

Co-director

(ended May 24,2010)

Agelong Consultant Company Limited Service inspector sign or

construction to install all kinds

of signs

A director is near relative of the

Company

(ended May 24,2010)

Image Solution Company Limited Service for all kind of business A director is director of subsidiary

of Aqua Corporation PCL. and

major shareholders are shareholders

of subsidiary of Aqua Corporation

PCL. (ended September 30,2010)

Make Some Noise Company Limited Service for concert event, music

show and entertainment of

actors

One director are directors of

subsidiary of Aqua Corporation

PCL. (ended September 30,2010)

Spicy Disc Co., Ltd. Service for radio and television

production

Co-director of a subsidiary

(ended September 30,2010)

Mr. Nitid Mahawan Director and shareholder of

subsidiary

(ended August 2,2010)

Miss Wasana Suamuang Director and shareholder of

subsidiary

Mrs. Sudarat Mahawan Director ’s spouse and shareholder

of subsidiary (ended August 2,2010)

Mrs. Chariya Naksorn Director and shareholder of

subsidiary

Mrs. Chompis Bunnag Director and shareholder of the

Company

Pricing policies for each transactions are described as follows:

Type of transactions Pricing policies

Management income Contract Price

Service income Negotiated Price approximate

to price for third party

Rental income Contract Price

Other income Contract Price

Interest income 10.0% and 12.0% p.a.

Sales of assets At Cost

Purchase of Goods Market Price

Collection fee Contract Price


60

Significant revenues and expenses derived from transactions with related parties for the years ended December 31, 2010 and 2009

are summarized as follows:

In Thousand Baht

Consolidated The Company Only

2010 2009 2010 2009

Management income

Media 360 Company Limited 7,908 - - -

General Engineering Public Company Limited 1,125 1,523 - -

Smile Kaffe Co., Ltd.

600 - 600 700

9,633 1,523 600 700

Revenue from services


Spicy Disc Co.,Ltd.

696 - - -

Mida Property Co., Ltd.

288 985 - -

Make Some Noise Co., Ltd.

130 2,700 - -

Mida Assets Public Company Limited

88 446 - -

Image Solution Co., Ltd

- 22,497 - -

General Engineering Public Company Limited

- 20 - -

10,502 26,648 - -

Other income

Agelong Consultant Co., Ltd. - 119 - 119

Aqua Corporation Public Company Limited - - 3,077 1,294

Mantra Assets Co., Ltd. - - 1,270 1,565

- 119 4,347 2,978

Dividends

Eastern Printing Public Company Limited - - 13,456 -

Interest income

General Engineering Public Company Limited 89 - - -

Media 360 Company Limited - 195 - -

Type of transactions Pricing policies

Rental expense Contract Price

Consulting fee Contract Price

Interest expense 5%, 12% and MLR-1% p.a.


61

In Thousand Baht


2010 2009 2010 2009

Mantra Assets Co., Ltd. - - 51 1,210

Director and shareholders of subsidiary - 103 - 103

89 298 51 1,313

Sale of land held for development

Mida Assets Sanadu Co.,Ltd.

- 27,140

-

27,140

Collection and selling expenses

Mida Leasing Public Company Limited 1,864 3,059 717 1,338

Management fee

Spicy Disc Co., Ltd. 225 - - -

Make Some Noise Co., Ltd. - 125 - -

225 125 - -

Rental expenses

Mida Assets Public Company Limited

171 171 171 171

General Engineering Public Company Limited

27 - - -

198 171 171 171

Professional services

Agelong Consultant Co., Ltd. - 900 - -

Commission expenses

Spicy Disc Co., Ltd. 21 - - -

Make Some Noise Co., Ltd. 4 74 - -

25 74

- -

Consulting fee

Spouse of direct fee - 200 - -

- Miss Roongrawee Iampongpaitoon and Miss

Narumol Jamkajang A Body of Persons - 300 - 300

- Mr. Wisood Ieosivikul and Mr. Sorasak

Ieosivikul A Body of Persons - 300 - 300

- 800 - 600

Interest expense

Media 360 Company Limited 300 - - -


62

In Thousand Baht


2010 2009 2010 2009

Director and shareholder of subsidiary

93 7 - -

Related party

26 - 26 -

Mantra Assets Co., Ltd.

- - 63 -

Aqua Corporation Public Company Limited

- - 26 -

419 7 115 -

Significant outstanding balances with its related companies as at December 31, 2010 and 2009 are summarized

as follows:

In Thousand Baht


2010 2009 2010 2009

Trade accounts receivable

Media 360 Company Limited 1,500 -

-

-

Mida Property Co., Ltd. - 44 - -

Image Solution Co., Ltd. - 8,285 - -

Make Some Noise Co., Ltd. - 2,150 - -

Mida Assets Public Company Limited - 25 - -

General Engineering Public Company Limited - 20 - -

1,500 10,524 - -

Other receivable


General Engineering Public Company Limited - 275 - -

Mantra Assets Co., Ltd. - - 108 283

Aqua Corporation Public Company Limited - - 53 47

2,052 275 161 330

Accrued dividend income

Eastern Printing Public Company Limited

22,692 - 13,456 -

Long-term to loan

Mr. Nitid Mahawan - 1,523 - -


63

In Thousand Baht


2010 2009 2010 2009

Less Current portion - (218) - -

- 1,305 - -

Trade accounts payables


Payables to and short-term loan

Other Payables

Mida Leasing Public Company Limited 149 244 70 117


Make Some Noise Co., Ltd. - 199 - -

Siam Coffee International Partnership Limited - 63 - -

Mrs. Sudarat Mahawan - 31 - -

Mr. Nitid Mahawan - 11 - -

Aqua Corporation Public Company Limited

- - 37 -

Smile Kaffe Co., Ltd. - - - 25

213 548 107 142

Short-term loan from related party


Aqua Corporation Public Company Limited - - 30,000 -

Mantra Assets Co., Ltd. - - 5,000 -

Short-term loan from related party

Miss Chompis Bunnag (interest at 5% p.a.) 11,000 - 11,000 -

25,700 - 46,000 -

Short-term loan from related party and

Accrued interest

Miss Wasana Suamuang - 900 - -

Accrued interest - 7 - -

- 907 - -

25,913 1,455 46,107 142

Retention payable

Agelong Consultant Co., Ltd. - 18 - 18


64

In Thousand Baht


2010 2009 2010 2009

Aqua Corporation Public Company Limited - - 764 776

- 18 764 794

In Thousand Baht

Consolidated

December

31,2009

Increase Decrease

December

31, 2010

Short-term loan from related party and Accrued

interest

Media 360 Company Limited -

20,700

6,000

14,700

Miss Chompis Bunnag -

44,000

33,000

11,000

Miss Wasana Suamuang 900

-

900

-

Accrued interest 7 - 7 -

907 44,000 33,907 11,000

907

64,700

39,907

25,700

The significant movements of short-term loans to subsidiaries and related party during the year are as follows:

In Thousand Baht

The Company Only

December

31,2009

Increase Decrease

December

31, 2010

Short-term loan subsidiaries and related party

Aqua Corporation Public Company Limited -

37,000

7,000

30,000

Mantra Assets Co., Ltd. -

8,000

3,000

5,000

Miss Chompis Bunnag -

44,000

33,000

11,000

-

89,000

43,000

46,000


65

6. CASH AND CASH EQUIVALENTS

In Thousand Baht


2010 2009 2010 2009

Cash 150 213 30 30

Deposits at financial institutions 27,247 72,807 2,494 39,098

Bill of exchange - 75,000 - 45,000

27,397 148,020 2,524 84,128

7. CURRENT INVESTMENTS

In Thousand Baht


2010 2009 2010 2009

Short - term deposits at financial institutions - 109 - 109

Held - for - trading equity securities - 6,243 - 3,836

Other securities - 9,185 - 9,185

- 15,537 - 13,130


66

Movements for the years ended December 31, 2010 and 2009 of current investments are as follows:

In Thousand Baht


2010 2009 2010 2009

Current investments

Short - term deposits at financial

institutions

- 109 - 109

Held - for - trading equity securities

Beginning balance 6,243 43,804 3,836 17,507

Purchases during the year

1,594,117 133,479

1,224,674 61,771

Sales during the year (1,600,360) (169,676) (1,228,510) (74,332)

Unrealized loss on change in value of

investments

- (1,364) - (1,110)

Ending balance - 6,243 - 3,836

Other securities

Beginning balance 9,185 - 9,185 -

Purchases during the year - 9,185 - 9,185

Sales during the year (9,185) - (9,185) -

Ending balance - 9,185 - 9,185

- 15,537 - 13,130


67

8. Hire purchase/financial lease contract receivables and loans

As at December 31, 2010 and 2009, hire purchase/financial lease contract receivables and loans are as follows:

In Thousand Baht

Consolidated

Current Long - term Total

2010 2009 2010 2009 2010 2009

Hire - purchase/financial lease

contract receivables and loans

Hire - purchase/financial lease contract receivables

- Equipment and electronic appliances

- Retail 102,389 124,886 - - 102,389 124,886

- Dealers 96,209 105,979 - - 96,209 105,979

- Vehicles

- Hire - purchase contract

receivables 20,988 38,438 992 15,448 21,980 53,886

- Right for claim receivables

under hire-purchase contracts 1,162 1,671 - - 1,162 1,671

- Financial lease contract

receivables 3,579 - 8,859 - 12,438 -

- Public telephones 64,562 66,319 - - 64,562 66,319

- Loans 2,537 3,219 - - 2,537 3,219

Total hire - purchase/financial lease

contract receivable and loans 291,426 340,512 9,851 15,448 301,277 355,960

Less : Unearned interest income (25,637) (29,058) (2,541) (932) (28,178) (29,990)

Total 265,789 311,454 7,310 14,516 273,099 325,970

Less : Allowance for doubtful

accounts (251,889) (291,518) (346) (5,409) (252,235) (296,927)

Net 13,900 19,936 6,964 9,107 20,864 29,043


68

The Company Only

Current Long - term Total

In Thousand Baht

2010 2009 2010 2009 2010 2009



Hire - purchase/financial lease contract

receivables


- Retail 102,389 124,886 - - 102,389 124,886

- Dealers 96,209 105,979 - - 96,209 105,979

- Vehicles


receivables 10,949 15,514 733 8,274

11,682 23,788


under hire-purchase contracts 1,162 1,671 - -

1,162 1,671


receivables 3,579 - 8,859 - 12,438 -

- Public telephones 64,562 66,319 - - 64,562 66,319

- Loans 2,537 3,220 - - 2,537 3,220

Total hire - purchase/financial lease

contract receivable and loans 281,387 317,589 9,592 8,274

290,979 325,863

Less : Unearned interest income (25,070) (26,812) (2,532) (577) (27,602) (27,389)

Total 256,317 290,777 7,060 7,697 263,377 298,474

Less : Allowance for doubtful

accounts (248,964) (283,495) (294) (3,436) (249,258) (286,931)

Net 7,353 7,282 6,766 4,261 14,119 11,543


69

As at December 31, 2010 and 2009, the balances of hire - purchase/financial lease contract receivables (net of unearned interest

income) and loans and allowance for doubtful accounts are classified by aging as follows:

In Thousand Baht

Consolidated

Accounts receivable Percentage

Allowance for doubtful

accounts

Net

2010 2009 of allowance 2010 2009 2010 2009



Not yet due 11,803 16,428 1 (118) (164) 11,685 16,264

Overdue:

1 - 2 months 3,470 12,993 2 (69) (260) 3,401 12,733

3 - 6 months 4,965 14,274 25 (1,241) (3,563) 3,724 10,711

7 - 12 months 4,109 2,982 50 (2,055) (1,491) 2,054 1,491

Over 12 months 248,752 279,293 100 (248,752) (279,293) - -

Total 273,099 325,970 (252,235) (284,771) 20,864 41,199


accounts - general reserve - - - (12,156) - (12,156)

Net 273,099 325,970 (252,235) (296,927) 20,864 29,043

In Thousand Baht

The Company Only

Accounts receivable Percentage


accounts

Net

2010 2009 of allowance 2010 2009 2010 2009



Not yet due 9,782 6,194 1 (98) (62) 9,684 6,132

Overdue:

1 - 2 months 776 5,521 2 (16) (110) 760 5,411

3 - 6 months 3,373 7,225 25 (843) (1,806) 2,530 5,419

7 - 12 months 2,290 1,455 50 (1,145) (727) 1,145 728

Over 12 months 247,156 278,079 100 (247,156) (278,079) - -

Total 263,377 298,474 (249,258) (280,784) 14,119 17,690


accounts - general reserve -

- - (6,147) - (6,147)

Net 263,377 298,474 (249,258) (286,931) 14,119 11,543


70

On April 30, 2004, the Institute of Certified Accountants and Auditors of Thailand, with the approval of the office of the

Securities and Exchange Commission, stipulated an accounting guideline for the consumer finance business, whereby full

allowance for doubtful accounts is to be recorded, and recognition of revenue is to cease, for accounts receivable which are

overdue by more than 3 installments. As at December 31,2010. The company and its subsidiaries recorded allowance for

doubtful accounts lower the allowance to be complied with such guideline amount approximately Baht 4.33 million and

December 31, 2009, the Company and its subsidiaries recorded allowance for doubtful accounts exceeding the allowance to be

complied with Baht 6.26 million (The Company only : Baht 2.59 million and Baht 3.06 million, respectively).

In 2010, the Company and its subsidiary have reviewed an accounting policy for set up a provision for doubtful account in case of

general reserve for the over 3 month outstanding of hire-purchase receivable-car to provide a provision to 100% change to cancel

a general reserve due to the Company believes that provision made as normal policy is adequate for possible loss.

The Company made a change in estimate by prospective adjustment. As a result net loss decrease by Baht 3.7 million and loss per

share decrease by Baht 0.0055 /share in the 2010 separate financial statement, consolidated net loss decrease by Baht 5.8 million

and loss per share decrease by Baht 0.0086 /share in the 2010 consolidated financial statements.

However, this accounting guideline provides an alternative whereby, in cases where a company believes that the guideline would

not be appropriate, it is to disclose the method it uses, together with the reasons. In this respect, the Company and the subsidiaries

companies have considered various historical information, and are of the opinion that the allowances for doubtful accounts

estimated by them on the basis of status of the debtor and the debtor’s ability to make payment closely approximate actual

historical losses.

9. TRADE ACCOUNTS RECEIVABLE - NET

In Thousand Baht


2010 2009 2010 2009

Trade accounts receivable

Other companies 90,641 99,228 - -

Less allowance for doubtful accounts (6,284) (6,091) - -

allowance for advance payment (3,487) (3,487) - -

Net 80,870 89,650 - -

Trade accounts receivable - related parties 1,500 10,524 - -

Total 82,370 100,174 - -


71

In Thousand Baht


2010 2009 2010 2009

Not yet due 66,022 88,342 - -

Past due less than 3 months 11,662 9,421 - -

Past due 4 - 6 months 4,241 1,119 - -

Past due 7 - 12 months 1,691 4,556 - -

Past due over 12 months 8,525 6,314 - -

92,141 109,752 - -

Less allowance for doubtful accounts (6,284) (6,091) - -

allowance for advance payment (3,487) (3,487) - -

Net 82,370 100,174 - -

10. INVESTMENT IN RIGHT FOR CLAIM - NET

In Thousand Baht


2010 2009 2010 2009

Investment in right for claim 7,464 7,464 1,525 1,525

Less : Allowance for impairment loss (7,464) (7,464) (1,525) (1,525)

Investment in right for claim - net - - - -

Details of investments are as follows:

In Thousand Baht

Consolidated

Date acquired from Numbers of receivables Investment in right for claim

Item FRA at auction 2010 2009 2010 2009

1 June 14, 2004 519 519 1,525 1,525

2 June 23, 2004 680 680 840 840

3 September 21, 2004 554 554 1,464 1,464

4 October 5, 2004 299 299 2,638 2,638

5 October 11, 2004 421 421 997 997

Total 2,473 2,473 7,464 7,464


72

In 2004 , the Company and its subsidiaries bid by auction to purchase distressed assets from the FRA. for 519 and 1,954

receivables which had the debt value under the distressed assets at the cost of Baht 7.03 million and Baht 16.70 million,

respectively.

11. SHORT-TERM LOANS TO OTHERS

In Thousand Baht


2010 2009 2010 2009

Short - term loans to others

- Other persons

Promissory notes - 2 persons - 55,000 - 55,000

- Other companies - 160 -

-

Less allowance for doubtful accounts - (160) - -

- 55,000 - 55,000

As at December 31, 2010, the Company has short-term loans to two individuals by receiving promissory notes in the amount of

Baht 30 million which bear interest rate at 15% per annum, and due at call, guaranteed by the personal individuals. In November,

2010, the Company collected all such loans.

12. OTHER CURRENT ASSETS

In Thousand Baht


2010 2009 2010 2009

Prepaid rental expenses 26,791 33,941 - -

Other receivable (Note 15) 10,805 - - -

Prepaid expenses 5,307 4,102 2,021 1,306

Advance payment 3,454 3,713 16 298

Others 13,386 9,036 4,291 756

Total 59,743 50,792 6,328 2,360

In Thousand Baht

The Company Only

Date acquired Numbers of receivables Investment in distressed assets

Item FRA at auction 2010 2009 2010 2009

1 June 14, 2004 519 519 1,525 1,525


73

13. DEPOSITS AT FINANCIAL INSTITUTIONS PLEDGED AS COLLATERAL

As at December 31, 2010 and December 31, 2009, the Company and subsidiaries have deposit with financial institution of Baht

21.85 million and Baht 18.83 million, respectively (the Company only: Baht 5.11 million and Baht million 5.11, respectively)

with the banks to secure letters of guarantee issued by the bank on behalf of the Company and its subsidiaries of Baht 16.74

million and Baht 5.11 million guaranteed for bank overdrafts.

14. EMPLOYEES RECEIVABLE – NET

In Thousand Baht


2010 2009 2010 2009

Employees receivable 93,841 96,833 67,907 70,609

Damage compensation receivables 20,353 21,054 17,128 17,830

Total 114,194 117,887 85,035 88,439

Less Allowance for doubtful accounts (114,194) (117,887) (85,035) (88,439)

Net - - - -

15. OTHER LONG - TERM RECEIVABLE

On March 24, 2010, a subsidiary, Aqua Corporation Public Company Limited, entered into a sell and purchase

agreement with a company which agreed to purchase structure for billboard, billboard, leasehold rights of land and

buildings totaling Baht 43.9 million. The subsidiary has already received a partial payment amount of Baht 5.3 million

at the agreement date. The residual amount of the payment will be paid in 36 installments with 1.0 million payment

per each installment. The interest income amount of Baht 5.1 million, the subsidiary would realize as income over the

receive payment period. The first installment received on May 2010. The subsidiary has presented receivables due

over one year of Baht 16.1 million in other long-term receivable, and current portion due within one year of Baht 10.8

million shown as other current assets in the balance sheet.


74

16. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATED COMPANIES

In Thousand Baht

Consolidated

Percentage of direct and indirect

holdings (%)

Paid – up share capital

Equity method

2010 2009 2010 2009

2010 2009

Associated company

• General Engineering Public Company Limited - 15.77 - 939,119 - 96,427

• Eastern Printing Public Company Limited 32.23 - 474,177 - 324,905 -

324,905 96,427

The Company Only

Percentage of direct and indirect

holdings (%)

Paid – up share capital

Cost method

2010 2009 2010 2009

2010 2009

Associated company

• General Engineering Public Company Limited - 15.77 - 939,119 - 60,879

• Eastern Printing Public Company Limited 21.83 - 474,177 - 200,805 -

200,805 60,879

Subsidiary companies

• Mantra Asset Company Limited 99.99 99.99 150,000 150,000 12,126 12,126

• Aqua Corporation Public Company Limited 44.24 44.24 339,200 339,200 155,360 155,360

• Smile Kaffe Company Limited - 80.00 - 22,200 - 17,760

167,486 185,246


75

At the extraordinary shareholders’ meeting No 1/2010 on August 9, 2010, the shareholders resolved to approve for

purchase shares of Eastern Printing Public Company Limited (EPCO) at 204,851,734 shares or 43.20% of its authorized

share capital which have voting right at Baht 1.94 per share, totaling Baht 397.4 million. As at December 31, 2010, the

Company held investment in such company direct at 21.83% and direct and indirect at 32.23%.

17. OTHER LONG – TERM INVESTMENTS

On March 2, 2010, the Board of Directors’ meeting of the Company and on March 11, 2010, the Board of Directors’

meeting passed a resolution to approve investment in Aura Dream Company Limited for 4,950,000 common shares,

Baht 10 per share. The payment for such shares is made on March, 2010 of Baht 29.90 million.

On June 4, 2010, the Board of Directors approved to sell its investments in a subsidiary, Smile Kaffe. Subsequently on

August 2, 2010, the Company entered into a buy and sale of shares agreement with a former director of the subsidiary to

sell such investments of 183,000 shares, 61% of authorized share capital, at Baht 5.72 million. The Company obtained

the payment on August 20, 2010. As at December 31, 2010 investment in Smile Kaffe Co., Ltd. of Baht 4.22 million,

19% of authorized share capital , is classified as other long – term investment.

In Thousand Baht

Consolidated

Paid – up share capital Percentage of holdings Cost method

2010 2009 2010 2009

2010 2009

IMCC Corp Co., Ltd. 317,000 317,000 4.73 4.73 37,500 37,500

Aura Dream Co., Ltd. 500,000 - 9.90 - 29,900 -

Smile Kaffe Co., Ltd. 22,200 - 19.00 - 1,670 -

69,070 37,500

Impairment loss of

investment (2,437) -

Net 66,633 37,500

In Thousand Baht

The Company Only

Paid – up share capital Percentage of holdings At Cost method

2010 2010 2010 2009 2010 2009

IMCC Corp Co., Ltd. 317,000 317,000 4.73 4.73 37,500 37,500

Aura Dream Co., Ltd. 500,000 9.90 29,900 -

Smile Kaffe Co., Ltd. 22,200 19.00 4,218 -

71,618 37,500

Less Impairment loss of

investment (2,437) -

Net 69,181 37,500


76

18. ADVANCED PAYMENT FOR SHARE SUBSCRIPTION

In Thousand Baht


2010 2009 2010 2009

Advanced payment for share subscription 50,000 - 21,700 -

Less allowance for impairment of

advanced payment for share

subscription (50,000) - (21,700) -

net - - - -

On April 27, 2010, the Board of Director’ Meeting of the company, had a resolution the Company purchase the ordinary

stock of capital increase of Parking Management Company Limited (PKM), amount 300,000 shares, 100 Baht per share

total amount of Baht 30 million. On September 30, 2010, the Company had paid advance payment for share

subscription net amount of Baht 21.7 million for PKM pledged it as guarantee with a bank for issuing the bank

guarantee for signing the contract with Airports of Thailand Public Company Limited to obtain a right to operate the

parking at Suvannabhum Airport.

On September 14, 2010, the Company disclosed that the Company is in the process to consider whether to continue

investing in PKM or to refund its advance for share subscription of Baht 21.7 million. On October 6, 2010, the

Company disclosed that on October 11, 2010, the Company will have a meeting with PKM to find a solution of

concession management in order that the Company can decide whether to continue investing or to stop its investing.

Subsequently, there are news appeared on newspapers and other media effected to the operation of PKM which may

affect to the investing of the Company.

On February 1, 2011 and December 20,2010, the Board of Directors’ Meeting of the Company and a subsidiary had a

resolution to set up the allowance for loss on impairment of advance payment for share subscription, totaling amount of

Baht 50 million in the financial statements of the Company and a subsidiary for the year ended December 31, 2010

because of the possibility of collection was remote.


77

19. PROPERTY, PLANT AND EQUIPMENT

In Thousand Baht

Consolidated

Furniture,

Vehicles under

long-term

Building fixture

and

Lease Billboard Construction

Land Buildings improvement equipment Vehicles agreement stands in progress Total

Cost

Balance as at January 1,2009

22,625 23,868 1,116 7,421 6,022 8,664 287,171 10,246 367,133

Acquisitions - - 835 19,797 539 - 1,654 29,260 52,085

Disposal/written - off - - (400) (908) (844) - (415) - (2,567)

Transfer in/(out) - - 9,963 (191) 474 (474) (5,551) (23,568) (19,347)

Balance as at December 31, 2009

22,625 23,868 11,514

26,119 6,191 8,190 282,859 15,938 397,304

Acquisitions - - - 2,382 - 4,464 6,031 35,067 47,944

Disposal/written - off - - - (5,940) (4,351) - (48,647) - (58,938)

Transfer in/(out) - - 225 37 - - 24,011 (24,273) - Transfer out sales on investment

in subsidiaries - - (370) (4,459) (539) - - - (5,368)

Balance as at December 31,

2010

22,625 23,868 11,369 18,139 1,301 12,654 264,254 26,732 380,942


78

In Thousand Baht

Consolidated

Furniture,

Vehicles under

long-term

Building fixture and Lease Billboard Construction


Accumulated depreciation

Balance as at January 1,2009 - 4,627 327 5,196 2,850 537 44,455 - 57,992

Depreciation for the year - 1,193 1,169 2,815 809 1,733 29,396 - 37,115

Disposal/written-off - - (30) (1,880) (792) - (50) - (2,752)

Transfer in/(out) - - - (624) 300 (300) (4,805) - (5,429)


2009 - 5,820 1,466 5,507 3,167 1,970 68,996 - 86,926

Depreciation for the year - 1,193 2,292 4,157 645 2,066 24,885 - 35,238

Disposal/written-off - - - (1,451) (2,580) - (13,302) - (17,333)

Transfer out sales on

investment in subsidiaries - - (86) (749) (133) - - - (968)


2010 - 7,013 3,672 7,464 1,099 4,036 80,579 - 103,863


79

In Thousand Baht

Consolidated

Furniture,

Vehicles under

long-term

Building fixture and Lease Billboard Construction


Allowance for impairment

Balance as at January 1, 2009 - - - - - -

14,939 -

14,939

Impairment loss for the year - - - 3,730 - - 2,655 - 6,395


2009 - - -

3,730 - - 17,604

- 21,334

Impairment loss for the year - - - - - -

180 -

180

- - - - (3,730) - - (5,782) - (9,512)


2010 - - - - - - 12,002 - 12,002

Net book value

December 31, 2009 22,625 18,048 10,048 16,882 3,024 6,220 196,259 15,938 289,044

December 31, 2010 22,625 16,855 7,697 10,675 202 8,618 171,673 26,732 265,077

Depreciations included in the statements of income for the year

2009 37,115

2010 35,238


80

In Thousand Baht

The Company Only

Furniture,

Vehicles under

long-term

Building fixture and Lease Construction

Land Buildings improvement equipment Vehicles agreement in progress Total

Cost

Balance as at January 1, 2009 5,060 32,940 - 3,895 5,579 8,190 779 56,443

Acquisitions - - - 5,114 - - 22,793 27,907

Disposal/written-off - - - (1,806) (419) - - (2,225)

Transfer in/(out) - - 9,919 - - - (9,946) (27)

Balance as at December 31, 2009 5,060 32,940 9,919 7,203 5,160 8,190 13,626 82,098

Acquisitions - - - 306 - 4,464 13,083 17,853

Disposal/written-off - - - (7) (4,351) - - (4,358)

Transfer in/(out) - - 225 37 - - (262) -

Balance as at December 31, 2010 5,060 32,940 10,144 7,539 809 12,654 26,447 95,593

Accumulated depreciation

Balance as at January 1, 2009 - 7,823 - 3,408 2,421 332 - 13,984

Depreciation for the year - 1,647 881 745 735 1,638 - 5,646

Disposal/written-off - - - (1,747) (367) - - (2,114)

Balance as at December 31, 2009 - 9,470 881 2,406 2,789 1,970 - 17,516

Depreciation for the year - 1,647 1,991 1,434 484 2,066 - 7,622

Disposal/written-off - - - (1) (2,580) - - (2,581)

Balance as at December 31, 2010 - 11,117 2,872 3,839 693 4,036 - 22,557


81

In Thousand Baht

The Company Only

Furniture,

Vehicles under

long-term

Building fixture and Lease Construction

Land Buildings improvement equipment Vehicles agreement in progress Total

Net book value

December 31, 2009 5,060 23,470 9,038 4,797 2,371 6,220 13,626 64,582

December 31, 2010 5,060 21,823 7,272 3,700 116 8,618 26,447 73,036

Depreciations included in the statements of income for the year

2009 5,646

2010 7,622


82

20. SHORT – TERM LOANS FROM OTHERS

As at December 31, 2010 and December 31, 2009, Aqua Media 360 Co., Ltd., a subsidiary of Aqua Corporation Public

Company Limited has short-term loans due at call. Such loans consisted of:

In Thousand Baht


2010 2009 2010 2009

Short-term loans 1,800

12,000

-

-

Accrued interest expense 9

189

-

-

1,809

12,189

-

-

The significant movements of short-term loans from related party and accrued interest during the year are as follows:

In Thousand Baht

Consolidated

December

31, 2009

Increase

Decrease

December

31, 2010

Short-term loans 12,000 1,800 12,000 1,800

Accrued interest expense 189 9 189 9

12,189 1,809 12,189 1,809

The subsidiary repaid such short – term loan from other of Baht 12 million in July 2010. In September 2010 a

subsidiary, Aqua Corporation Public Company Limited obtained a short – term loan from a company, at call of Baht 1.80

million, bears interest at MLR (KBANK) – 1% p.a.

21. LIABILITIES UNDER FINANCIAL LEASE AND HIRE-PURCHASE CONTRACTS

The Company has entered into financial lease and hire-purchase contracts with two leasing companies in order to lease

vehicles, for hire purchasing and for use in its operations and is to make monthly lease payments.

As at December 31, 2010 and 2009, the long-term financial lease and hire-purchase payables mature under the contract

as follows:


83

In Thousand Baht


2010 2009 2010 2009

Within 1 year 2,667 1,739 2,667 1,739

1-5 years 3,609 3,087 3,609 3,087

Total 6,276 4,826 6,276 4,826

Less unearned interest (422) (473) (422) (473)

5,854

4,353

5,854

4,353

Less current portion (2,405)

(1,497)

(2,405)

(1,497)

Net 3,449

2,856

3,449

2,856

22. LONG - TERM LOANS FROM FINANCIAL INSTITUTIONS

In Thousand Baht


2010 2009 2010 2009

Long - term loans 29,511 6,292

- -

Less Current portion (3,176) (1,134) - -

Net 26,335 5,158

- -

On March 10, 2008 Aqua Corporation Public Company Limited, a subsidiary has loans of Baht 8 million from a bank.

This loan bears interest at MRR+1% per annum and it repayable of principal and interest by 84 installments in monthly

installments of Baht 0.13 million commencing from the date of agreement. This loan is collateralized by mortgaged land

and building of subsidiary.

In the third quarter of 2010, a subsidiary obtained a loan from bank of Baht 25 million, bears interest for the 1

st month to

12th

month at 4.99% p.a. and for the rest of agreement, bears interest at SME MLR – 1.50% p.a. The loan and interest is

repayable by monthly installment for the 1st month to 12

th month by Baht 0.27 million and 13

th to 120

th month by Baht

0.28 million. Such loan is secured by guarantee of directors of subsidiary and pledged the right of condominium of the

Company and transfer the lease right of condominium of such subsidiary.


84

23. OTHER CURRENT LIABILITIES

In Thousand Baht


2010 2009 2010 2009

Accrued expenses 11,329 10,877 2,284 1,723

Advance received for advertising income 2,502 2,686 - -

Advance income 799 10,811 416 10,386

Others 9,024 6,921 1,515 885

Total 23,654 31,295 4,215 12,994

24. SHARE CAPITAL

Warrants exercise to purchase common shares

In January, 2008, P Plus P Public Company Limited (“Company”) has issued and offered the warrants (SSE-W1) to the existing

shareholders with the exercise ratio of 1 unit of warrant will be entitled to purchase 1 common share at the exercise price of Bath

1.00 per share. The exercise date will be on every 30 of March, June, September and December throughout the maturity of

warrant of 2 years. The last exercise date is on January 20, 2010. There is an exercise of such movement in the first quarter of

2010 at 48,669,657 units, Baht 48.67 million. The number of warrants of 118,590,218 units have not been excised and expired.

(See note 31)

25. LOSS PER SHARE

Basic loss per share

The calculation of basic loss per share for the years ended December 31, 2010 and 2009 were based on the loss for the

year attributable to equity holders of the Company and the number of common shares outstanding during the year as

follows:

In Thousand Baht / In Thousand share


2010 2009 2010 2009

Net loss attributable to equity holders of the parent

(basic) (42,126) (43,512) (58,614) (4,807)

Weighted average number of common shares

outstanding (basic) 671,420 589,172 671,420 589,172

Loss per share (basic) (Baht) (0.0627) (0.0739) (0.0873) (0.0082)

Diluted loss per share

The calculations of diluted loss per share for the years ended December 31, 2010 and 2009 were based on the loss for

the year attributable to equity holders of the Company and the weighted average number of common shares outstanding

during the year after adjusting for the effects of all dilutive potential common shares as follows:


85

In Thousand Baht / In Thousand share


2010 2009 2010 2009


(basic) (42,126) (43,512) (58,614) (4,807)


(diluted) (42,126) (43,512) (58,614) (4,807)


outstanding (basic) 671,420 589,172 671,420 589,172


outstanding (diluted) 671,420 711,363 671,420 711,363

Loss per share (diluted) (Baht) (0.0627) (0.0612) (0.0873) (0.0068)

26. OTHER INCOME

The significant other income classified by nature for the years ended December 31, 2010 and 2009 are as follows:

In Thousand Baht


2010 2009 2010 2009

Gain on disposals of and written off fixed assets 8,109 311 - 311

Recovered bad debts 7,097 7,355 4,755 4,502

Interest income 6,522 12,233 5,891 11,597

Compensation income 3,505 3,918 - -

Amortized for unearned interest income 1,985 - - -

Dividends 420 2,716 13,852 584

Others 12,815 2,700 5,421 4,619

Total 40,453 28,540 29,919 21,613


86

27. EXPENSES BY NATURE

The significant expenses classified by nature for the years ended December 31, 2010 and 2009 are as follows:

In Thousand Baht


2010 2009 2010 2009

Changes in finished goods 4,410 (13,059) - -

Rental 191,040 121,719 228 1,250

Impairment loss from advanced payment for

share subscription 50,000 - 21,700 -

Service expense and cost of production 47,859 55,692 - -

Employees benefit expenses 45,814 32,951 12,081 10,033

Depreciation and amortization 35,438 37,293 7,799 5,823

Commission 27,843 32,456 - -

Management benefit expenses 27,113 32,512 11,322 13,806

Reversal of doubtful accounts (25,432) (20,483) (18,240) (22,172)

Loss (Gain) on sales of investments in

subsidiaries

(6,243) - 7,824 -

Loss on slow-moving inventories (Reversal) (2,923) 3,116 - -

Loss of impairment on fixed assets (505) 7,559 - -

Loss on written - off of billboard - 10,771 - -

Loss of impairment on advance payment real

estate under sell and purchase agreement

- 3,487

- -

Other expenses 133,955 148,870 48,180 21,629

Total 528,369 452,884 90,894 30,369


87

28. SEGMENT FINANCIAL INFORMATION

Geographic segments

Segment information is presented in respect of the Company and its subsidiaries’ business segments.

Segment results and operating assets include items directly attributable to a segment as well as those that can be

allocated on a reasonable basis. Unallocated items mainly comprise interest and income tax expenses and corporate

common assets and liabilities.

Business segments

The Company and its subsidiaries comprise 5 main business segments as follows:

a) Sales and hire - purchase business

b) Rental space for advertising signage

c) Production on TV and advertising

d) Manufacture and distribute roasted coffee

e) Entertainment organizer and exhibition services

Geographic segments

Management considers that the Company and its subsidiaries operate in a single geographic area, mainly in Thailand,

and has, therefore, only one major geographic segment.


88

In Thousand Baht

For the Year ended December 31

Manufacture

Sales and Hire-purchase and distribute Entertainment

business Advertising signage TV production roasted coffee

organizer

Elimination Consolidated

2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009

Sales and

services income 6,339 9,414 327,115 271,257 125,453 81,723 5,243 6,763 14,674 41,924 - - 478,824 411,081

Cost of sales and

services - - (207,101) (150,436) (90,115) (78,148) (4,411) (6,033) (10,054 (30,679 - - (311,681) (265,296)

Gross profit 6,339 9,414 120,014 120,821 35,338 3,575 832 730 4,620 11,245 - -

167,143 145,785

Other income 40,453 28,540

Selling expenses (30,741) (32,623)

Administrative

expenses (108,834) (122,455)

Management benefit expenses (27,113) (32,512)

Impairment loss

of advance for

share

subscription (50,000) -

Finance costs (5,146) (1,062)

Share of profit

(loss)on

investment in

associates

company 8,770 (25,167)

Income tax

Net loss (16,195) (11,447)

(21,663) (50,941)


89

29. FINANCIAL INSTRUMENT

Financial risk management

The Company’s financial instruments principally comprise deposits at banks, current investments, hire

purchase/financial lease receivables and loans, and long-term lease payables. The financial risks associated with these

financial instruments and how they are managed is described below.

Credit risk The Company and its subsidiaries are exposed to credit risk primarily with respect to hire purchase receivables, trade

accounts receivable, loans, and other receivable. The Company and its subsidiaries manage the risk by adopting

appropriate credit control policies and procedures. In addition, the Company and its subsidiaries do not have high

concentration of credit risk since they have a large customer base. The Company and its subsidiaries do not expect to

incur material financial losses in excess of the allowance for doubtful accounts they have already provided.

Interest rate risk

The interest rate risk is the risk that future movements in market interest rates will affect the results of the Company's

operations and its cash flows. The Company's exposure to interest rate risk relates primarily to deposits at financial

institutions. As the majority of financial assets are short-term, the Company did not adopt any derivative strategies to

manage such exposures. The Company believed that the future fluctuation on market interest rate would not provided

significant effect to the Company’s financial statement.

As at December 31, 2010, the significant financial assets and liabilities are classified by interest rate. The financial

assets and liabilities bear the fixed rate can be classified by the date of maturing and determining new interest rate as

below :-


90

(Unit : Thousand Baht)

Consolidated Period to maturity of assets and liabilities

Fixed rate Non -

Less than Interest

1 year 1 - 5 years Float rate bearing Total

Financial assets

Cash equivalents - - 26,950 448 27,398


- Equipment and electronic

appliances

- Retail 109,364 - - - 109,364

- Dealers 102,944 - - - 102,944

- Vehicles


receivables

22,289 1,062 - - 23,351


under hire-purchase contracts

1,238 - - - 1,238


receivables

3,852 9,456 - - 13,308

- Public telephones 69,074 - - - 69,074

- Loans 2,537 - - - 2,537

Total hire - purchase/financial

lease contract

receivable and loans 311,298 10,518 26,950 448 349,214

Financial liabilities.

Bank overdrafts and loan from

financial institution

-

-

3,469

-

3,469

Long-term loans from financial

institutions.

3,175 26,335 - - 29,510

Long-term lease payable 2,405 3,449 - - 5,854

5,580 29,784 3,469 - 38,833


91

(Unit : Thousand Baht)

The Company Only Period to maturity of assets and liabilities

Fixed rate Non-

Less than interest

1 year 1 - 5 years Float rate bearing Total

Financial assets Cash equivalents - - 2,390 134 2,524



- Retail 109,364 - - - 109,364

- Dealers 102,944 - - - 102,944

- Vehicles


receivables

11,644 784 - - 12,428


under hire-purchase contracts

1,238 - - - 1,238


receivables

3,852 - - - 3,852

- Public telephones 69,074 - - - 69,074

- Loans 2,537 - - - 2,537

Total hire - purchase/financial lease contract

receivable and loans 300,653 784 2,390 134 303,961

Financial liabilities

Bank overdrafts and loan from financial

institution

-

-

3,469

-

3,469

Long-term lease payable 2,405 3,449 - - 5,854

2,405 3,449 3,469 - 9,323

Defaulting of agreement risk

The Company has a risk from it was unable to extend the lease premise agreement for billboard stands since

the agreement was signed for the short-term. The Management then hedged this risk by entering into

agreement the condition to extend the agreement and must inform the cancellation of agreement in advance.

For the risk on damages to its customers who rented billboard, the Company will seek the new billboard to

be standed in the better location immediately.


92

As at December 31, 2010 and 2009, the Company has a risk from the uncleanness of evidence supporting the

billboard stand construction as follows :

2010 2009

Billboard stand construction permission (billboard stand)

45 71

Cost (In Million Baht)

97.23 110.34

Net book value (In Million Baht)

63.91 81.65

Income (In Million Baht)

82.82 87.12

Percentage of total income

36.51 40.99

The reflection to income for demolishing billboard stands

(In Million Baht)

(82.82) (87.12)

The reflection to total assets and share holders equity for

demolishing billboard stands (In Million Baht)

(63.91) (81.65)

The management deems that such stands were purchased from the seller whose the operation is used and

constructed before the effective of the Bangkok’s Instruction B.E. 2549 and altogether of the Advertising and

Sign Producing Association (“ASPA”) is under the request for relaxing of permission. The management also

deems that the expenses in demolition is not material together with the supplies from such demolition could

be use in the alternative construction and installation.

Foreign currency exchange risk

The Company has no foreign currency exchange rate risk since there are no receivables and payables

transactions denominated in foreign currencies.

Financial assets shown in balance sheets consisted of cash and cash equivalents and receivables. Financial

liabilities shown in balance sheets consisted of long-term loans from financial institutions.

The book value of financial assets and liabilities are closed to their estimated fair value. Furthermore, the

management believes that there is no material risk financial instruments.

Fair value

A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable,

willing parties in an arm’s length transaction. The fair value is determined by depending on the nature of the

instrument.

The fair value is determined by reference to the market price of the financial instrument or by using an

appropriate valuation technique if the appropriate market price cannot be determined, depending on the

nature of the instrument.

The following methods and assumptions were used by the Company and its subsidiary in estimating the fair

values of financial instruments:

The fair value of marketable securities is based on their quoted market prices.


93

The fair value of deposits at financial institutions with maturity periods of less than 90 days is based on their

carrying value. For those with maturity periods longer than 90 days, fair value is estimated using a

discounted cash flow analysis based on the current interest rate and the remaining period to maturity.

Since the most of hire purchase/finance lease agreement receivables and loans and lease payables are short-

term in nature and interest rates approximate the market rates, their fair values are close to their carrying

values.

30. INVESTMENT IN JOINT VENTURE

On January 2, 2008, the Company entered into a joint investment and operation agreement with Bangwaek Garden

Home Co., Ltd., whereby the partners agree to jointly develop and improve land for construction of buildings and a

condominium or any other real estate, to provide service or for sale to the public. The Company will transfer the

ownership on the land held for development with value of Baht 27.14 million as the investment. The co-venturer agrees

to pay the joint venturer of Baht 4.07 million for land purchasing and when payment has been made the Company’s

investment and profit-sharing ration will be Baht 23.07 million, or 85 percent, while the co-venturer will be Baht 4.07

million, or 15 percent. The Company registered the joint venture under the name DE-Garden Home Joint Venture.

However, at present, there is no remittance or asset transferred to the joint venture. The Company, thus, did not take to

prepare the consolidation.

In the year 2009 the Company sold land held for development with value amount of Baht 23.07 million, remaining

offseted with investment in the joint venture.

31. DECREASE THE AUTHORIZED SHARE CAPITAL

At the Ordinary Shareholders’ Meeting held on May 14, 2010, the shareholders resolved to decrease its authorized

share capital from Baht 792,000,000 (divided into 792,000,000 shares at Baht 1 par value) to Baht 673,409,782

(divided into 673,409,782 share at Baht 1 par value). This decrease authorized share capital is registered with the

Ministry of Commerce on May 12, 2010.

32. COMMITMENT AND CONTIGENT LIABILITIES

32.1 As at December 31, 2010 and 2009, The subsidiary company has outstanding commitments from entering into

lease land agreement for using as structured billboard stand which is liable to make payment under operating lease

agreement as follows:

In Thousand Baht


2010 2009 2010 2009

Within 1 year

77,110 34,421

1-5 years

78,310 24,763

After 5 years

220 263

Total

155,640 59,447

32.2 Aqua Corporation Public Company Limited, a subsidiary has contingent liabilities for the claim compensation

amount of Baht 2.2 million from the Company was sued in the civil case, caused by the Company's billboard stand

devastated which incurred damages to the individuals. The case is still pending the Court's consideration. The

management of the subsidiary expected that it has not damage from such litigation due to claim happen before the

subsidiary invests and it had agreement with the former shareholder to take responsibility for such claim.


94

32.3 The Company and its subsidiaries have contingent liabilities on better of guarantees issued by banks to

guarantee contractual performance and electricity use and others as follows:

In Thousand Baht

2010 2009

The Company and its subsidiary

P Plus P Pcl.(Formely Sunshine Corporation Pcl.) 107 107

Aqua Corporation PCL. 10,999 9,389

Subsidiary of subsidiary company

Aqua Media 360 Company Limited 5,745 4,333

33. CHANGE OF THE COMPANY’S NAME

According to the extra-ordinary shareholders’ meeting 1/2010 held on August 9, 2010, the shareholders resolved to

approve for the change of the Company’s name from “Sunshine Corporation Public Company Limited” to “P Plus P

Public Company Limited”. The Company had registered its change of the Company’s name with the Ministry of

Commerce on August 27, 2010.

34. ADJUSTMENT

In Thousand Baht

Retained earning Net Profit (loss)

Consolidated The company only Consolidated The company only

Collection of error on allowance for doubtful

account of hire-purchase receivables

27,052

26,047

(4,934)

(4,628) Earning per share decrease (Baht/share) 0.0084 0.0079

35. SUBSEQUENT EVENTS

According to the minute of the Board of Directors meeting no.1/2011 held on February 1, 2011 to approve the following

:

35.1 To approve an issuance and allocation of warrants to buy ordinary shares of the Company Series #2

(“PLUS-W2) in the amount of 336,704,891 units to existing shareholders proportionate to the shareholding ratio at the

rate of 2 existing ordinary shares per 1 warrants unit with no consideration. 1 warrant unit shall be entitled to buy 1

ordinary share at the exercise price of Baht 1.50. Granted the powers to the Board of Directors and/or the authorized

directors and/or Managing Directors and/or a person designed by the Board of Directors or the authorized directors to set

terms conditions and other details of the warrants. The warrants are specific name and transferable and have a term of 3

years. The warrants holders can exercise their rights to purchase the ordinary shares on a every 6 months. The first

exercise date is December 30, 2011 and the last exercise date is March 14, 2014.

35.2 To approve the increase of the Company’s registered capital from the previous registered capital of Baht

673,409,782 to be the new registered capital of Baht 1,010,114,673 by increasing the new capital of Baht 336,704,891

divided into 336,704,891 ordinary shares at the par value of Baht 1 each to support the exercising of the warrants to buy

the ordinary shares of the Company Series #2 (PLUS-W2) in the amount of 336,704,891 units.

36. RECLASSIFICATION OF ACCOUNTS

Certain accounts in 2009 were reclassified to conform with those in the 2010 financial statement.

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