Question: Please see the attached file. There is an instruction file and SGP annual report for use as reference. Also I attached the Powerpoint which is

 Please see the attached file. There is an instruction file and

Please see the attached file. There is an instruction file and SGP annual report for use as reference.

Also I attached the Powerpoint which is mentioned from the instruction too.

SGP annual report for use as reference.Also I attached the Powerpoint which

MS 6405 Advance Finance Unit 2 : Measurement and Analysis of Corporate Liquidity Dr. Ismail Ali Siad Liquidity The term Liquidity is used in finance in three different ways: 1. At the macroeconomic level, liquidity means the amount of money supply in the system. 2. At the company level, liquidity means a company's ability to make cash payments to its creditors at a particular point in time or on recurring basis. A company's ability to repay its outstanding short-term debt is called Liquidity. 3. The term liquidity is also used to indicate how quickly an asset can be converted into cash without any significant loss of its market value. Assumptions and Limitations of Current ratio The use of current ratio as a measure of liquidity of a company is an accounting approach and has several limitations. Current Ratio = total current assets / total current liabilities Dynamic Measurement of Corporate Liquidity An operating cycle is the period if time between when a company makes cash payment for the purchase of inputs and when it collects cash from sale of finished products produced from the same inputs. Working capital means assets used in the operating activities of a company. Working capital assets (WCA) are investments made to support a company's purchasing, production, sales, and general administrative activities. Dynamic Measurement of Corporate Liquidity Working capital liabilities (WCL) is the portion of WCA financed with non-investors' (e.g. suppliers, customers, employees, and government) funds. Working capital investment (WCI) means investor-supplied money invested in a company's working capital or money tied up in inventories, trade accounts receivable, taxes receivable, and prepayments. Finance Balance Sheet An Accounting Balance Sheet uses maturity as a classifying factor and shows the assets, liabilities, and owners' capital of a company. A Finance Balance Sheet reflects the financial decisions of a company and emphasizes the purposes of various types of investments and the sources of investorsupplied capital. A finance balance sheet is thus useful for the analysis of financial decisions and company valuation. Finance Balance Sheet Cash investments (CI) xxx Working capital invt. ( WCI) xxx Strategic investments (STI) xxx Total investments xxx Same Short -term debt (STD) xxx Long-term funds (LTF) xxx Total capital xxx Calculate Total Cash Investment (CI) CI = cash & cash equivalents + current investments + bank deposits + marketable securities or short term liquid investments Three-Steps to Calculate Total WCI Step 1: WCA = Calculate total working capital assets ( WCA): Total trade accounts receivable, net + Inventories + Prepayments+ Taxes refundable or receivable Step 2 : Calculate total working capital WCL = liabilities ( WCL): Total trade accounts payable + accrued expenses + customer deposits or prepaid + taxes payable Step 3 : Calculate net WCI WCI = total WCA - total WCL Calculate Total STI STI = total investments - cash investments (CI) - working capital investments( WCI) Calculate Total Debts Total debts = Short -term + Long-term debts : Note : total liabilities Operating liabilities (OL) Financial liabilities (FL) = total debt Refers to ONLY the financial liabilities (FL) of company . STD,LTF STD---- Location: BS, under current liabilities section. Select only FL items LTF = LTD + TSE LTD-----Location: BS, under non- current liabilities selection. Select only FL items TSE----- Location: BS, total shareholders' equity Key words for identifying FLsection (including Minority equity) items on the balance sheet of a company : Loan, debt, debenture, bond, trust receipt, bill of exchange, commercial paper, notes payable, promissory note, lease, hirepurchase, amount due to, forward/swap/futures contract payable, hedging contract payable, borrowing, interest payable, accrue interest, foreign currency/exchange payable, bank overdraft, and Notes, liabilities under The table below shows the finance balance sheet of SCC for 2009 and 2008 (unit : Thousand baht ) Cash investments ( CI ) Working capital investments (WCI) Strategic investments (STI) Total investments = Short - term Debt (STD) Long- term Funds( LTF) Total capital = 2009 28,937,114 27,159,372 226,281,677 282,378,163 20,511,316 261,866,847 282,378,163 2008 26,713,731 30,939,215 200,930,571 258,583,517 38,698,277 219,885,240, 258,583,517 Analysis and evaluation of Finance Balance Sheet 1. financial and Investment structures of SCC 2009 2008 Cash investments ( CI ) 10% 10% Working capital investments (WCI) 10% 12% Strategic investments (STI) 80% 78% 100% 100% Short - term Debt (STD) 7% 15% Long- term Funds( LTF) 93% 85% 100% 100% Total investments = Total capital = 2.Analysis and evaluation of SCC's Liquidity Position LP= ( long-term funds- strategic investments) working capital investment An appropriate LP should be at least 90% 2009 2008 The LP of SCC is: LP = ( 261,866,847 - 266,281,677) / 27,159,372 ( LTF - STI ) / WCI = 131.02% = 61. 26% LP >90% is high, means low liquidity risk LP STD .... STD > CI 2009 Net CI WCI STI 8,425,798 27,159,372 226,281,677 STD LTF 0 261,866,847 3 Step process indentifying FS of SCC's Step 3. divide WCI between 2009-2008 Seasonal / Temporary WCI component b) Permanent WCI component: smallest amount of WCI (2009 Vs. 2008) a) ( unit : Thousand baht) Working Capital Investments (WCI) Permanents WCI Seasonal WCI 2009 2008 27,159,372 30,939,215 27,159,372 27,159,372 0 3,779,843 3 Step process indentifying FS of SCC's STA STA = net CI + Seasonal WCI LTA = Permanent WCI + 2009 2009 STI 8,425,798 STD 0 LTA 253,441,049 LTF 261,866,847 STA 2008 0 STD 2008 11,984,546 LTA 231,869,786 LTF 219,885,240 Conclusions In 2009: STD is 0; SCC has used LTF to invest both in long-term assets (LTA) and short-term assets (STA). This a Conservative Financing Strategy -- Disadvantage: high financing cost (leading to low return) ---Advantage: low risk (i.e., low liquidity, credit, and interest rate risks) Conclusions In 2008: SCC invested STD in LTA (Aggressive Financing Strategy) Adv.: low financing cost (and high profit) Disadvantage: High risk Use the given SGP Financial Statement (consolidated) for year 2014, which is from page 118 on the annual report. Then, calculate the following for the company. Cash conversion cycle (CCC) Cash investment (CI) o Hint: 2 items Working capital investment (WCI) o Hint: WCA and WCL has 2 items each in calculation Short term debt (STD) o Hint: 4 items, but 1 item has zero amount for the year 2014 Long-term funds (LTF) o Hint: LTD has 4 items, but 1 item has zero amount for the year 2014 Strategic investments (STI) Calculate Construct the Finance Balance Sheet for SGP for 2013 (slide 7 from lecture power point) Analyze its liquidity position \fContent 2 4 16 30 36 49 51 53 55 60 72 77 78 85 96 116 117 118 Financial Conclusion Message from the Chairman and Executive Chairman Policy and Overview of Business Operation Business Operation Risk Factors Company Information Capital Structure Dividend Policy Management Corporate Governance Social Responsibility Internal Control and Risk Management Connected Transaction Financial Status and Operating Performance Management Discussion and Analysis Report of the Board of Directors' Accountability to Financial Report Auditor's Report Year-End Financial Statements as of December 31, 2014 Vision T o be the Leading Energy Provider in East Asia. To be prepared for the company's business expansion, market growth and future gas price floating. To urge business advantages by improving the company's potential in the upstream business and to cover the local and international markets, especially countries in East Asia, and even in higher level of the product supply chain with the company's product and service network Mission To come up with plans aimed at increasing facilities, storage terminals, filling plants, service stations, transporting vessels and transporting trucks To continuously develop human resource for higher operation capability, effectiveness and security To place importance on policies regarding product security, service and practices within organization To focus on well living standard of people by providing premium product and service, especially security and convenience aspects in budget and fair price To emphasize environment preservation, ethical business conduct, responsibility towards society, shareholders and other related parties FINANCIAL CONCLUSION 2012 OPERATING Revenue from sales Total revenue EBITDA Gross profit Net profit FINANCIAL Total asset Total Liabilities Shareholders' Equity-net FINANCIAL RATIO Net Profit Morgin Return on Equity (R.O.E.) Return on Asset (R.O.A.) Net Debt to Equity Ratio Interest bearing Debt to Equity Ratio Interest Coverage Ratio Liquidity Ratio STOCK DATA Book Value Paid-up Capital Last Price at the end of period Market Capitalization Dividend paid Dividend Yield 2 2013 2014 Million Baht Million Baht Million Baht Million Baht Million Baht 46,628.22 64,308.12 61,177.30 47,751.88 66,277.62 62,157.04 2,323.40 3,310.34 1,090.72 2,073.79 2,339.45 834.37 823.56 1,602.26 (514.30) Million Baht Million Baht Million Baht 28,095.01 29,602.09 28,243.29 20,773.67 20,518.50 19,874.22 7,321.34 9,083.58 8,369.06 1.68 2.49 (0.86) 11.17 18.15 (6.42) 2.86 5.57 (1.90) 2.84 2.26 2.37 1.86 1.44 1.39 4.26 5.44 - 1.03 0.96 0.84 7.93 9.77 8.99 950.00 918.93 918.93 13.80 15.80 9.50 13,110.00 14,519.12 8,729.85 0.40 0.60 0.35 Percent Percent Percent Times Times Times Times Baht/share Million Baht Baht/share Million Baht Baht/share Percent 3.26 2.53 6.32 Annual Report 2014 Total revenue 62,157.04 2014 Million Baht 66,277.62 2013 47,751.88 2012 EBITDA 3,310.34 Million Baht Net profit Million Baht 2,323.40 2014 1,090.72 (514.30) 1,602.26 2013 823.56 2012 2012 1.68 2013 2014 Net Debt to Equity Ratio (0.86) Times 2.84 Net Profit Morgin 2.26 Percent 2.49 2012 2013 2014 2012 2013 2.37 2014 Siamgas and Petrochemicals Public Company Limited 3 Message from the Chairman and Executive Chairman Mr.Worawit Weeraborwornpong Executive Chairman of the management Gen.Chaisit Shinawatra Chairman of the Board The company has readiness with regards to personnel and experiences on LPG business operations, both domestically and abroad. Moreover, the Company is confident that road and marine transportation system (\"logistics\") of the Company as well as its capability on LPG procurement from LPG production countries can make the company be able to expand its business in AEC. 4 Annual Report 2014 Thai economy in 2014 expanded at slower pace when comparing with 2013 owing to both internal and external factors. Internal factors were impacts from negative political situations during the first half of 2014 coupled with revenue reduction from agricultural sector caused by decreased prices of agricultural products, thus consumption spending was lessening. Nonetheless, the political situations began to recover during the latter half of the year and inflation rate tended to reduce, therefore, consumer confidence began to resume and spending was increased. With regards to domestic energy situation, during December 2014, the National Energy Policy Council approved to define LPG prices for cooking sector, automotive sector and industrial sector to be the same to prevent unbalanced LPG prices. Global economic problems in 2014 included economic slowdown in European Union despite of its expansion but unemployment rate was still high, and deceleration of Chinese economy. However, the United States of America's economy has expanded continually with diminished unemployment problems. Those global economy slowdown impacted Thailand's exportation, which is one of the important economic mechanism drivers. In view of global energy situations in 2014, global petroleum prices were constantly going down as a result of the decision made by the OPEC to maintain petroleum production capacity, the increased export of crude oil by Iraq and capability to product crude oil from shale oil by the United States of America. Those circumstances made demand of petroleum in the world markets swamp and it indirectly reduced LPG prices. In 2014, the Company has operated its business as planned. For domestic businesses, the company increase manufactured various sizes of LPG cylinders to make them adequate with demand of the household customers as well as expansion of LPG stations in every region of Thailand, so that LPG vehicle users can easier access to LPG. In light of overseas business, during the past year SGP did not expand its business to more overseas country, but instead, it focused on development of management system within the group, so that business can be performed with more efficiency. Nonetheless, SGP also looked for opportunity to expand its business to ASEAN Economic Community (\"AEC\") which shall be formed at the end of 2015. The company has readiness with regards to personnel and experiences on LPG business operations, both domestically and abroad. Moreover, the Company is confident that road and marine transportation system (\"logistics\") of the Company as well as its capability on LPG procurement from LPG production countries can make the company be able to expand its business in AEC. Reduction of LPG prices in 2014 also impacted the company's performance. However, with cautious and careful management guidelines, SGP can reduce impact from such volatile LPG prices. Total revenues in 2014 of the company and its subsidiaries were recorded at 62,157.04 million baht, decreasing from 66,277.62 million baht, or decreasing 6.21 percent from 2013. Net loss from parent company was 514.30 million baht, decreasing from 2013 which has net profit of 1,602.26 million baht or decreasing 132.09 percent. Such decreased revenue was caused by the continued reduction of LPG prices in the global market since early of 2014 which made revenues from overseas business declined and the group recorded loss. However, the Board of Directors deemed that the company also has enough financial liquidity to make dividend payment, so it proposed to the shareholders' meeting to consider on dividend payout at 0.20 Baht per share. When combining with interim dividend which already paid at 0.15 Baht per share, total amount of dividend payout was 0.35 baht per share. For projection of 2015, the Company expected that LPG prices in the world markets shall be recovered and sales amount of LPG sales domestically shall be increased. Therefore, it is anticipated that the group can generate profit from both domestic and overseas businesses and can achieve the target sets to respond to expectation of all shareholders and stakeholders. On behalf of the Board of Directors, we would like to express our sincere gratitude to all shareholders, investors, partners, customers, employees, and other parties including the financial institutions in Thailand and overseas who have been providing valuable supports and contribution to the company's success at all time. Please rest assured that we shall operate business prudently, carefully and under code of ethics and corporate governance for sustainable development to maximize profits for all related parties with aims to become the prosperous organization that grow together with Thailand and South East Asia, pursuant our vision statement. Siamgas and Petrochemicals Public Company Limited 5 Audit Committee Report The Audit Committee of Siamgas and Petrochemicals Public Company Limited appointed by the Board of Directors, comprises of three independent directors with the authority, duties and responsibilities set forth by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). The Company's Audit Committee consists of : 1. Mr. Viroj Klangboonkrong Chairman of the Audit Committee 2. Mr. Harn chiocharn Audit Committee Member 3. Mrs. Sudjit Divari Audit Committee Member During the year 2014, the Audit Committee held sixteen meetings and all of its members directors attended the meetings together with the Internal Audit Office and the Management. They also attended five meetings with the External Auditors to review the auditor's plans and audit scope, and discuss the results of the audit works. In addition, the Audit Committee had a meeting with the External Auditors without the presence of the Management for inquiring about the various issues and ensuring the auditor's independence. The Audit Committee independently worked and expressed their opinions in accordance with the roles and responsibilities assigned by the Board of Directors. They oversaw the operation according to the principles, the standards and the regulations which relevant to the company's businesses. Major activities of the Audit Committee in the year 2014 were concluded as follows: 1. Review accurate and adequate financial reports: Reviewed the interim and 2014 annual financial statements of the company and its subsidiaries with the External Auditors and the Management by questioning, discussing and advising on certain issues 6 and matters relating to the company and its subsidiaries' financial reports. The External Auditors confirmed that they performed the engagements independently and obtained a kind cooperation with the Management. Deputy Managing Director & Chief of Financial Officer confirmed that the company's accounting systems were effective. The recording data was complied with International Financial Reporting Standards. The Audit Committee is of the opinion that the financial statements of the company and its subsidiaries for the year 2014 were prepared in accordance with International Financial Reporting Standards and were presented accurately and fairly with adequate information disclosure. 2. Review suitable and efficient internal control and internal audit systems: Reviewed the independence of the Internal Audit Office, its scope of responsibilities and annual audit plan as well as considered the audit report and monitored the implementation of solutions as mentioned in the audit report. Gave advice to improve the audit performance and considered the appropriateness of the budget, workforce, training , personnel development as well as approved on appointment, transfer and dismissal of Chief Audit Executive. Assessed the adequacy and effectiveness of internal control system by considering the internal audit report and the opinion of the External Auditors. Reviewed the adequacy of internal control system for the year 2014 in compliance with the self - evaluation forms issued by the SEC. Annual Report 2014 The Audit Committee is of the opinion that the Company and its subsidiaries have appropriate internal control and internal audit systems. 3. Review compliance with laws pertaining to securities and the stock exchange, regulations of the Stock Exchange of Thailand and laws concerning company business: Attended the meeting with the Management and the Internal Audit Office to review the company operations in order to ensure that the company operated its business in compliance with related laws and regulations. Monitored progress of litigation involving the Company. Acknowledged reports from the External Auditors that there are no issues to be presented to the Audit Committee according to section 89/25 of the Securities and Exchange Act. The Audit Committee is of the opinion that the Company has complied with relevant laws and regulations. 4. Consider, select, recommend fees and nominate the company's auditors: The Audit Committee proposed to the company's Board of Directors to recommend at the Annual General Meeting of shareholders for the appointment of Mr. Chaisiri Ruangritchai Certified Public Accountant (Thailand) No.4526 or Mr.Somchai Jinnovart Certified Public Accountant (Thailand) No.3271 or Mr. Prasit Yuengsrikul Certified Public Accountant (Thailand) No. 4174 or Miss Amornrat Pearmpoonvatanasuk Certified Public Accountant (Thailand) No. 4599, auditors of PricewaterhouseCoopers ABAS Co., Ltd. (PwC) as the company and its subsidiaries' auditors for fiscal year 2015, together with their fees. The Audit Committee is of the opinion that the External Auditors of the company are independent auditors with their professional practices, relevant experience and qualifications set forth by the Office of SEC. 5. Consider the connected transactions and transactions with conflict of interest in line with relevant legislations and regulations: The Audit Committee acknowledged reports from the Management on the connected transaction and transaction with conflict of interest pursuant to the measures specified by the Office of SEC. The Audit Committee is of the opinion that the Company complied with relevant laws and regulations. 6. Others : Reviewed the information disclosed to the SET and the Office of SEC, as disclosed in the company's annual report for year 2014 (Form 56-2) and in the annual information disclosure form as at December 31, 2014 (Form 56-1). Reported the Audit Committee's activities to the Board of Directors periodically. The Audit Committee performed Audit Committee selfassessment by completed the questionnaire prepared by audit committee members in respect to the efficiency of the Audit Committee. On behalf of the Audit Committee (Mr. Viroj Klangboonkrong) Chairman of the Audit Committee 24 February 2015 Siamgas and Petrochemicals Public Company Limited 7 Board of Director 1 2 3 4 5 6 7 8 9 10 1. Gen. Chaisit Shinawatra 6. Mr.Viroj Klangboonklong 2. Mr.Worawit Weeraborwornpong 7. Mr.Harn Chiocharn 3. Mrs.Patchara Weeraborwornpong 8. Mrs.Sudjit Divari 4. Mr.Supachai Weeraborwornpong 9. Mr. Somchai Korprasobsuk 5. Mr.Suttipong Vasuvanichphan 10. Mrs.Jintana Kingkaew Chairman Vice Chairman Director Director Director 8 Independent Director and Chairman of Audit Committee Independent Director and Member of Audit Committee Independent Director and Member of Audit Committee Director Secretary to the Board of Directors Annual Report 2014 Management Team 1 2 3 4 5 6 7 1. Mr.Worawit Weeraborwornpong 5. Mrs.Jintana Kingkaew 2. Mrs.Patchara Weeraborwornpong 6. Mr.Anuwat Poosantipong 3. Mr.Supachai Weeraborwornpong 7. Mr.Somchai Korprasorbsuk Chairman Executive Director Managing Director Deputy Managing director Deputy Managing director Assistant Managing Director 4. Mr.Suttipong Vasuvanichphan Deputy Managing director Siamgas and Petrochemicals Public Company Limited 9 Board of Director, Executives, and Control Authorities Gen.Chaisit Shinawatra Age 70 year Position : Independent Director and Chairman Educational Credential - Chulachomklao Royal Military Academy Class 16 - Command and General Staff College Class 57 - National Defence College Class 40 - Engineer Course Class at Colonel Fort Cow Bell, Virginia USA Other Academic - Certificate of Thai Institute of Director (IOD) Directors Accreditation Program (DAP) Relationship in Management family - None Working experience Since 2008 Honorary Advisory | Thai Sumsung Electronic Co., Ltd. Since 2006 Independent Director and Chairman | Siamgas and Petrochemicals PCL. Since 2005 Vice Chairman | Olympic of Thailand under Royal Patronage Since 2003 Chairman | Muay Thai Federation Since 2003 Honorary Advisory | National Council of Boy Scouts 2002 - 2003 Assistant Commander in Chief | Royal Thai Armed Forces 2003 - 2004 Commander in Chief | Royal Thai Armed Forces 2004 - 2005 Chief of Defend Forces | Royal Thai Armed Forces 2003 - 2006 Director | Sport Authority of Thailand 2002 - 2006 Director | Provincial Electricity Authority 2003 - 2006 Vice Chairman | Thai Military Bank PCL. 2011 - 2013 Advisor to The Prime Minister Share holder ratio (As of 31 December 2014) - None - 10 Mr.Worawit Weeraborwornpong Age 69 year Position : Vice Chairman / CEO Educational Credential - Bachelor's degree of Bangkok Thonburi University Other Academic - Certificate of Thai Institute of Director (IOD) Directors Accreditation Program (DAP) Relationship in Management family Husband of Mrs.Patchara Weeraborwornpong and Father of Mr.Supachai Weeraborwornpong Working experience Since 2013 Director | MYGAZ SND. BHD. Since 2013 Director | CITYGAS NORTH CO., LTD. Since 2013 Director | CITYGAS CO., LTD. Since 2012 Director | Siam Suksawat Co., Ltd. Since 2010 Director | SIAM OCEAN GAS AND ENERGY LIMITED Since 2010 Director | SINO SIAMGAS AND PETROCHEMICALS CO., LTD. Since 2010 Director | SIAMGAS HK Company Limited Since 2010 Director | SINGGAS (LPG) PTE Limited Since 2010 Director | SUPERGAS Company Limited Since 2008 Director | Siam Quality Steel Co., Ltd. Since 2005 Vice Chairman | Siamgas and Petrochemicals PCL. Since 2004 Chairman | Uniquegas and Petrochemicals PCL. Share holder ratio (As of 31 December 2014) Common share 441,881,599 shares (48.09% of total shares) Annual Report 2014 Mr.Supachai Weeraborwornpong Age 42 year Mrs.Patchara Weeraborwornpong Position : Director / Managing Director Position : Director / Executive director Educational Credential - M.B.A. SasinGraduate Institude of Chulalongkorn University - B.S. Civil Engineering Michigan State University, U.S.A. Age 66 year Educational Credential - High school Other Academic - Certificate of Thai Institute of Director (IOD) Directors Accreditation Program (DAP) Relationship in Management family Son of Mr.Supachai Weeraborwornpong and Mrs.Patchara Weeraborwornpong Working experience Since 2013 Director | MYGAZ SND. BHD. Since 2013 Director | CITYGAS NORTH CO., LTD. Since 2013 Director | CITYGAS CO., LTD. Since 2012 Director | Siam Suksawat Co., Ltd. Since 2010 Director | SIAM OCEAN GAS AND ENERGY LIMITED Since 2010 Director | SINO SIAMGAS AND PETROCHEMICALS CO., LTD. Since 2010 Director | SIAMGAS HK Company Limited Since 2010 Director | SINGGAS (LPG) PTE Limited Since 2010 Director | SUPERGAS Company Limited Since 2008 Director | Siam Quality Steel Co., Ltd. Since 2005 Managing Director | Siamgas and Petrochemicals PCL. Since 2004 Managing Director | Uniquegas and Petrochemicals PCL. Share holder ratio (As of 31 December 2014) Common share 50,871,000 shares (5.54% of total shares) Other Academic - Certificate of Thai Institute of Director (IOD) Directors Accreditation Program (DAP) Relationship in Management family Wife of Mr.Worawit Weeraborwornpong and Mother of Mr.Supachai Weeraborwornpong Working experience Since 2005 Director | Siamgas and Petrochemicals PCL. Since 2004 Director | Uniquegas and Petrochemicals PCL. Since 1994 Director | Bobae Tower Co., Ltd. Since 1992 Managing Director | Prom Maharaj Land Development Co., Ltd. Since 1992 Director | Exhibition and International Conference (Thailand) Co., Ltd. Share holder ratio (As of 31 December 2014) Common share 50,000,000 shares (5.44% of total shares) Siamgas and Petrochemicals Public Company Limited 11 Mr.Suttipong Vasuvanichphan Age 65 year Mr.Somchai Korprasobsuk Age 53 year Position : Director / Deputy Managing Director Position : Director / Assistant Managing Director Educational Credential - Vocational Diploma | Chetupon Commercial College Educational Credential - Bachelor degree in Business Administration faculty of The University of the Thai Chamber of Commerce Other Academic - Certificate of Thai Institute of Director (IOD) Directors Accreditation Program (DAP) Relationship in Management family - None Working experience Since 2012 Director | Siam Suksawat Co., Ltd. Since 2008 Director | Siam Quality Steel Co., Ltd. Since 2008 Director | Siam Ethanol Export Co., Ltd. Since 2005 Deputy Managing Director | Siamgas and Petrochemicals PCL. Since 2004 Deputy Managing Director | Uniquegas and Petrochemicals PCL. Share holder ratio (As of 31 December 2014) Common share 233,001 shares (0.02% of total shares) 12 Other Academic - None - Relationship in Management family - None Working experience Since 2011 Director | Siam Lucky Marine Co., Ltd. Since 2005 Assistant Managing Director | Siamgas and Petrochemicals PCL. Since 2005 Director | Lucky Carrier Co., Ltd. Since 2004 Assistant Managing Director | Uniquegas and Petrochemicals PCL. Share holder ratio (As of 31 December 2014) - None - Annual Report 2014 Mr.Viroj Klangboonklong Age 71 year Position : Independent director / Chairman of Audit Committee Educational Credential - Bachelor degree in Engineering faculty of Chulalongkorn University - Master degree in Business Administration of Thammasat University - Mechanical Engineering of Asian Institute of Technology (AIT) Other Academic - Certificate of Thai Institute of Director (IOD) Directors Accreditation Program (DAP) Relationship in Management family - None - Working experience Since 2008 Independent director and Chairman of Audit Committee I Uniquegas and Petrochemicals PCL. Since 2006 Independent director and Chairman of Audit Committee I Siamgas and Petrochemicals PCL. 2003 - 2006 Independent director and Member of Audit Committee I Ratchaburi Electricity Generating Holding PCL. 2002 - 2005 Director General | Department of Energy, Ministry of Energy 2001 - 2002 Senior Chief Engineer Department of Public works, Ministry of Interior 1997 - 2001 Chief Engineer Department of Public works, Ministry of Interior 1992 - 1997 Director of Division control Department of Public works, Ministry of Interior Share holder ratio (As of 31 December 2014) Common share 975,000 shares (0.10% of total shares) Mr.Harn Chiocharn Age 70 year Position : Independent director / Member of Audit Committee Educational Credential - Bachelor degree in Law faculty at Thammasat University - Degree in government with private class 6, National Defence College Other Academic - Certificate of Thai Institute of Director (IOD) Directors Accreditation Program (DAP) Relationship in Management family - None Working experience Since 2008 Independent director and Member of Audit Committee I Uniquegas and Petrochemicals PCL. Since 2006 Independent director and Member of Audit Committee I Siamgas and Petrochemicals PCL. Since 2006 Independent director and Member of Audit Committee I Thai Industry and engineering service PCL. 2006 - 2007 Managing Director | Bangkok First Investment & Trust PCL. Feb - May 2006 Advisor | Bangkok First Investment & Trust PCL. July - Oct 2005 Deputy Managing Director | Asset Management Corporation May - July 2005 (Acting) Managing Director | Asset Management Corporation 2003 - 2005 Assistant Managing Director | Asset Management Corporation 2000 - 2003 Director of Corporate security and Legal document I Asset Management Corporation Share holder ratio (As of 31 December 2014) Common share 30,000 shares (0.003% of total shares) Siamgas and Petrochemicals Public Company Limited 13 Mrs.Sudjit Divari Age 68 year Position : Independent director / Member of Audit Committee Educational Credential - Bachelor degree in Accounting, Faculty of Commerce and Accounting at Chulalongkorn University - Master degree in Business Administration, Faculty of Commerce and Accounting at Thammasat University - MBA State University of California at Fresno, U.S.A. Other Academic - Certificate of Thai Institute of Director (IOD) Directors Accreditation Program (DAP) Directors Certificate Program (DCP) Audit Committee Program (ACP) Relationship in Management family - None Working experience Since 2008 Independent director and Member of Audit Committee I Uniquegas and Petrochemicals PCL. Since 2008 Independent director and Chairman of Audit Committee I Credit Foncier Lynn Phillip Mortgage Co., Ltd. Since 2006 Independent director and Member of Audit Committee I Siamgas and Petrochemicals PCL. 2004 - 2007 Director and Chairman of Audit Committee Sunwood Industry PCL. 1999 - 2011 Executive Director | United Factoring (1993) Co., Ltd. 1999 - 2011 Director and Chairman of Audit Committee I Wave Entertainment PCL. 2004 - Sep.2014 Director and Member of Audit Committee I Rasa Property Development PCL. Sep.-Nov. 2014 Director and Member of Audit Committee I Singha Estate PCL. Share holder ratio (As of 31 December 2014) Common share 700,000 shares (0.07% of total shares) 14 Mrs.Jintana Kingkaew Age 56 year Position : Secretary of the Board / Deputy Managing Director Educational Credential - Bachelor degree in Accountancy in Auditing Major at The University of the Thai Chamber of Commerce - Master degree in Business Administration at Kasetsart University - Master degree in Finance at Kasetsart University Other Academic - None Relationship in Management family - None Working experience Since 2004 Deputy Managing Director | Uniquegas and Petrochemical PCL. Since 2003 Deputy Managing Director | Siamgas and Petrochemical PCL. Share holder ratio (As of 31 December 2014) Common share 458,000 shares (0.05% of total shares) Mr.Anuwat Poosantipong Age 52 year Position : Deputy Managing Director Educational Credential - Bachelor degree in Engineering at Chulalongkorn University - Master degree of Business Administration at NIDA Other Academic - None Relationship in Management family - None - Working experience Since 2004 Deputy Managing Director | Uniquegas and Petrochemical PCL. Since 2004 Deputy Managing Director | Siamgas and Petrochemical PCL. Share holder ratio (As of 31 December 2014) - None - Annual Report 2014 The position of executive and authority control / / / / / / / / / / / / / / / / / / / / / / / / / CITYGAS NORTH SG GAS SINOSIAM SOGEL LCR SQS SEEC SGHK SSW SUPERGAS SLM SINGGAS UNITED SGT MYGAZ CITYGAS SNTL 1. Gen.Chaisit Shinawatra UGP SGP Name Joint Venture Indirect Subsidiaries Direct Subsidiaries / x 2. Mr.Worawit Weeraborwornpong /,// x 3. Mrs.Patchara Weeraborwornpong /,// / / 4. Mr.Supachai Weeraborwornpong /,//,/// /,/// / / 5. Mr.Suthipong Vasuvanichphan /,//,/// /,/// / / / 6. Mr.Viroj KlangboonKlong xx xx xx 8. Mrs.Sudjit Divari xx xx 9. Mr.Anuwat Poosantipong /// /// 10. Mrs.Jintana Kingkaew /// /// 11. Mr.Somchai Korpasobsuk /,/// /,/// /,/// / xx 7. Mr. Harn Chaewcharn / /,/// /,/// Remark : X = president of director XX = audit committee / = director // = executive director /// = executive Siamgas and Petrochemicals Public Company Limited 15 Policy and Overview of Business Operations 1. Overview of Vision, Objective, Target or Strategic Operation of SGP and Group of Companies SGP targets to be the one of the leading energy operators of East Asia plans. For business in Thailand, the Company has investment plans to expand LPG business by increasing number of LGP filling stations and LPG filling plants as well as to expand marine transportation business by purchasing more LPG road tankers. With regard to overseas business, SGP has purchased LPG tank farms and LPG filling plants to undertake LPG business in Vietnam, China, Singapore, Malaysia and etc. SGP also looks for investment opportunity for LPG business in East Asia as well. 16 Annual Report 2014 Moreover, SGP also seeks opportunity to expand business in other energy related business, for instance, expansion in LNG or NGV business, including petrochemicals and other energy fields. For the past period, SGP has invested in Ethanol and coal. Vision SGP Group determines to be the regional leader in energy business. Mission SGP has advantages and readiness to support business expansion, for instance, the growth of the market and gas floating price in the market. Regarding to creating of business competitive edge, SGP has developed potentials of upstream business and built effective products and service distribution networks with nationwide coverage and expanded business to the neighboring countries. SGP emphasized on important parts of such developments as follows: Plan to increase facilities, warehouses, gas filling plants and service stations including gas tankers and gas trucks. Develop human resources continually to develop potential and increase capability for operations to make yield successful results with efficiency and safety. Place importance policy concerning product safety, service rendering including operations within the organization. Focus on well livelihood of the public by providing excellent products and services people, particularly on safety, convenience and at reasonable and fair prices. Pay attention to environment preservation, ethnical business operations pursuant to governance principles with responsibilities to society, community as well as shareholders and all related parties Business Operations SGP and its subsidiaries' core businesses are energy and related businesses. 1) Trading of LPG, ammonia, and other petrochemicals - operated under SGP and Unique Gas and Petrochemicals PCL., its subsidiary. 2) Transportation of petroleum, LPG, ammonia, and other petrochemicals - operated under the 3 subsidiaries as follows: Lucky Carrier Co., Ltd., Siam Lucky Marine Co., Ltd. and Chemicals Gas Transport Co., Ltd. 3) LPG Cylinder and Auto-gas tank manufacturing - operated by Siam Quality Steel Co., Ltd., a subsidiary of SGP. 4) Ethanol Manufacturing and Trading - operated by Siam Ethanol Export Company Co., Ltd., a subsidiary of SGP. Siamgas and Petrochemicals Public Company Limited 17 Business Operations 1) Trading of LPG, ammonia, and other petrochemicals 2) Transportation of petroleum, LPG, ammonia, and other petrochemicals 3) LPG Cylinder and Auto-gas tank manufacturing 4) Ethanol Manufacturing and Trading Oversea operations include 4 businesses as follows: 1) LPG trading in China - operated by a wholly owned subsidiary, Sino Siam Gas and Petrochemicals Co., Ltd. and Siam Ocean Gas and Energy Co., Ltd. 2) LPG trading in Vietnam - operated by a wholly owned subsidiary, Super Gas Co., Ltd. and Citygas Co., Ltd.. And a joint venture company, Citygas North Co., Ltd. 3) LPG trading in Singapore - operated by a wholly owned subsidiary, SingGas (LPG) Pte. Ltd. and Siam Gas Trading Pte. Ltd. 4) Petrochemicals trading in Malaysia - operated by a wholly owned subsidiary, United Gas and Petrochemicals Sdn. Bhd., SGGAS Sdn. Bhd. and Mygaz Sdn. Bhd. SGP's Core Business The core business of SGP is LPG distribution under \"SIAMGAS\" trademark through its 22 LPG filling plants including those 7 locations owned and operated by the company (COCO, company owned - company operated filling plants), 15 locations where the property rented to agents (CODO, company owned - dealer operated filling plants), SGP also distributes LPG to auto-gas users through 38 company owned - company operated auto-gas stations (COCO), and other 430 dealer owned - dealer operated auto-gas stations (DODO). 61 are agent filling plants and 369 are DODO gas station. At present, SGP has altogether 18 subsidiaries in the group including 13 wholly owned companies as follows: 1. Unique Gas and Petrochemicals PCL. (\"UGP\") 2. Lucky Carrier Co., Ltd. (\"LCR\") 3. Siam Quality Steel Co., Ltd. (\"SQS\") 4. Siam Ethanol Export Co., Ltd. (\"SEEC\") 5. Siam Suksawat Co., Ltd.(\"SSW\") 6. Siam Lucky Marine Co., Ltd.(\"SLM\") 7. Siamgas HK Co., Ltd. (\"SGHK\") 8. Super Gas Co., Ltd.(\"SUPERGAS\") 9. SingGas (LPG) Pte. Ltd. (\"SINGGAS\") 18 Annual Report 2014 10. 11. 12. 13. Siam Gas Trading Pte. Ltd. (\"SGT\") United Gas and Petrochemicals Co., Ltd.(\"UNITED\") MYGAZ Sdn. Bhd. (\"MYGAZ\") Citygas Co., Ltd. (\"CITYGAS\") Also, there are 2 companies owned through SGP's subsidiaries including 14. Sino Siam Gas and Petrochemicals Co., Ltd.(\"SINOSIAM\") 15. Siam Ocean Gas and Energy Ltd.(\"SOGEL\") A joint venture company. 16. SGGAS Sdn. Bhd.(\"SGGAS\") 17. Citygas North Co., Ltd.(\"CITYGAS NORTH\") 18. Siam Natalin Co., Ltd.(\"SNTL\") SGP's and its subsidiaries' Business Structure Thailand business structure Parent Direct Subsidiries Indirect Subsidiries Direct Joint Venture SGP 918 .93 MB. 100.0% 99.6% UGP 105 MB. LCR 70 MB. 41.7% 100.0% SQS 70 MB. 70.0% SEEC 400 MB. 100.0% SSW 100 MB. 42.6% SLM 422 MB. 50.0% SNTL 1 MB. 15.7% Oversea business structure Parent Direct Subsidiries Indirect Subsidiries Direct Joint Venture SGP 918.93 MB. 100.0% SGHK 4,088 MB. HK 100.0% SINOSIAM 1,100 MB. CN 100.0% 95.0% SUPERGAS 133 MB. SINGGAS 336 MB. VN SGT 2.42 MB. SG 100.0% SOGEL 5,017 MB. CN 100.0% 100.0% UNITED 10 MB. SG 70.0% 70.0% MYGAZ 120 MB. MY 30.0% SGGAS 0.3 MB. MY CITYGAS 292 MB. MY VN 79.6% CITY GAS NORTH 150 MB. VN Siamgas and Petrochemicals Public Company Limited 19 THAILAND SIAMGAS AND PETROCHEMICALS PUBLIC COMPANY LIMITED REVENUE PORTION 39.1% SIAMGAS AND PETROCHEMICALS PUBLIC COMPANY LIMITED LOCAL LPG TRADER BANGKOK, THAILAND 20 Annual Report 2014 Business Operations of SGP's Subsidiaries UNIQUEGAS AND PETROCHEMICALS PUBLIC COMPANY LIMITED. (\"UGP\") LUCKY CARRIER COMPANY LIMITED (\"LCR\") SIAM QUALITY STEEL COMPANY LIMITED (\"SQS\") SIAM ETHANOL AND EXPORT COMPANY LIMITED (\"SEEC\") UGP, established on January 12, 1982, has its current registered capital of 200 million baht and paid-up capital of 105 million baht. SGP is its current major shareholder holding 99.51 % of the paid-up capital. The business of UGP is filling and distributing LPG, ammonia, and other petrochemicals such as butane, propane, and propellant under \"Unique Gas\" trademark, and UGP operates its business as a trader under section 7 of Fuel Trade Act, B.E. 2543. At present, UGP has 2 LPG terminals, 13 company owned - company operated filling plants, 82 dealer owned - dealer operated filling plants, and 149 dealer owned - dealer operated auto-gas stations. Most of UGP customers are LPG filling plants, LPG retailers, LPG auto-gas stations, and industrial users. UGP also has a license for oil transportation under section 12 of Fuel Trade Act, B.E. 2543 with a 1,288-ton vessel tanker in its fleet. LCR was established on August 13, 1991 with its current registered and paid-up capital of 70 million baht. SGP is the major shareholder holding 99.99% of the paid-up capital. The business of LCR is transportation of LPG and oil by road tankers under section 12 of Fuel Trade Act, B.E. 2543. LCR provides LPG transportation services nationwide to its customers who are mainly SGP and UGP. Moreover, LCR also provides oil transportation service for customer outside SGP group such as PTT Public Company Limited. The fleet of LCR is comprised of 28 oil road tankers with combined capacity of 948,000 liters, 280 LPG road tankers with combined capacity of 3,143 tons, and 2 road tankers for other chemical products with combined capacity of 68,000 liters. On June 29, 2012, CGT's business was transferred to LCR to be under the same group. SQS was established on June 27, 2008 with registered and paid-up capital of 70 million baht with SGP as its major shareholder holding 99.99% of the paid-up capital. The business of SQS are manufacturing and distributing LPG containers including LPG cylinders for cooking usage and LPG canisters for automobiles. Most of SQS business is manufacturing LPG cylinders for SGP and UGP. SEEC was established on June 23, 2004 with its current registered and paid-up capital of 400 million baht. SGP is its major shareholder holding 70% interest in equity. The business of SEEC are producing and distributing ethanol from agricultural feed stocks such as molasses and cassava. The plant of SEEC is located at 88 Moo 8, Tumbol Nonglalok, Umphur Ban-Kai, Rayong province. SEEC plant is capable of producing 100,000 liters of 95% or food grade ethanol per day for export. SEEC had its machines test-run in November 2008 and started commissioning to produce 95% ethanol in March 2009. Until 2010, SEEC had a major machinery development for its plant for the production of 99.5% or fuel grade ethanol used in transportation sector which is expected to start commissioning in the 2nd quarter 2011. Siamgas and Petrochemicals Public Company Limited 21 SIAM LUCKY MARINE COMPANY LIMITED (\"SLM\") SLM is a business merger of 5 marine transportation companies including Lucky Marine Company Limited, Unique Marine Company Limited, Unique Gas Trading Company Limited, Unique Gas International Company Limited, and Unique Gas Carrier Company Limited which was completed on June 1, 2011 with the paid up capital of 242.02 million baht in which LCR and UGP hold shares of 72.7% and 27.2% respectively. In order to comply with criteria of the Board of Investment (BOI) on tax privilege, on July 19, 2012, SLM has issued 10.0 million new shares at par value of 10 baht. After such capital increase, the current registered capital and paid-up capital are 342.02 million baht. SGP, LCR and UGP, the subsidiaries, hold 29.2%, 51.5% and 19.3% of shares respectively. SLM operates marine transportation of petroleum and LPG in Thailand and oversea, and has a license for oil transportation under section 12 of Fuel Trade Act, B.E. 2543. Most of LPG customers include SGP and UGP, and most of petroleum customers are PTT Public Company Limited and Thai Oil Public Company Limited. Currently, SLM has 16 LPG tanker vessels with the combined loading capacity of 73,486 tons, and 4 ammonia tanker vessels with the combined loading capacity of 3,342 tons SIAM SUKSAWAT COMPANY LIMITED (\"SSW\") SIAMGAS HK LIMITED (\"SGHK\") SUPER GAS COMPANY LIMITED (\"SUPERGAS\") SINGGAS (LPG) PRIVATE LIMITED (\"SINGGAS\") 22 SSW was established on August 28, 2012 with its current registered and paid-up capital of 100 million baht. SGP is its major shareholder holding 99.99% of shares with objective to render container terminal service which is now under construction process. SGHK was established on August 20, 2009 with its current registered and paid-up capital of 4,087.68 million baht. SGP holds 100% equity interest in SGHK. SGHK operates as a holding and petroleum trading company. SGHK was set up for business investment in China by firstly purchasing 100% share interest in Chevron Ocean Gas & Energy Limited (COGEL) from Chevron China Limited. In this acquisition, transfer transaction was completed on June 30, 2011. Secondly SGHK invested in another project by purchasing 100% equity interest in BP Zhuhai LPG Limited (BPZH) from Shine Top International Investment Limited (SHINE TOP) holding 49% shares and from BP Global Investment Limited (BP GLOBAL) holding 51% shares, and the share transfer transaction was completed on December 24, 2010. SUPERGAS is a subsidiary which SGP holds 100% shares. SUPERGAS is a registered company operating LPG business in Vietnam. SGP purchased 100% share SUPERGAS from SHANGHAI CROWN LIMITED on March 2, 2010. SINGGAS, formerly known as Shell Gas (LPG) Singapore Private Limited is a subsidiary registered in Singapore to operate LPG distribution business. On July 30, 2010, SGP purchased 100% shares of Shell Gas (LPG) Singapore Private Limited from SHELL GAS (LPG) HOLDINGS B.V., then 5% of Annual Report 2014 SIAM GAS TRADING PTE. LTD. (\"SGT\") UNITED GAS & PETROCHEMICALS SENDIRIAN BERHAD (\"UNITED\") SINOSIAMGAS AND PETROCHEMICALS COMPANY LIMITED (\"SINOSIAM\") SIAM OCEAN GAS & ENERGY LTD. (\"SOGEL\") SIAM NATHALIN COMPANY LIMITED (\"SNTL\") SG GAS SDN. BHD. (\"SGGAS\") MYGAZ SDN. BHD. (\"MYGAZ\") registered capital was sold to outsider on December 29, 2010. SGTRADING is a subsidiary which SGP holds 100% shares and registered in Singapore with the capital of 100,000 Singapore Dollar. SGTRADING operates LPG trading business. UNITED is a subsidiary which SGP holds 100% shares to operate petroleum products distribution and is registered in Malaysia on May 14, 2009. Currently, this subsidiary is now under process for dissolution of company because according to regulations on energy business operations in Malaysia, the foreign business which holds 100% shares is prohibited. Hence, for benefit and appropriateness on management, the resolution of meeting of the Board of Directors No. 3/2013 has approved UNITED to dissolve on August 9, 2013. SINOSIAM is a subsidiary which SGP indirectly holds 100% shares. SINOSIAM is a fully integrated petroleum distribution business in China. The facilities of SINOSIAM include depot, jetty for importing, exporting, and throughput, facilities for distribution by vessel tankers and road tankers, and an LPG cylinder filling plant. SGP purchased 100% equity interest of BP Zhuhai Limited on December 24, 2010, and now operates the business under SINOSIAM. SOGEL is a subsidiary which SGP indirectly holds 100% shares and is registered in China. SOGEL is a fully integrated petroleum distribution business in China. The facilities of SOGEL include depot, jetty for importing, exporting, and throughput, facilities for distribution by vessel tankers and road tankers, and SGP purchased 100% equity interest of SOGEL on June 30, 2011 SNTL is a joint venture company registered in Thailand with registered capital of 1 million baht to operate a petroleum transportation business by very large carrier (vessel). SGP with Nathalin Company Limited set up SNTL by holding 50% or 0.50 million baht of registered and paid-up capital in quarter 3 of 2010. However, SNTL has not started to run the business yet. SGGAS is a holding company registered in Malaysia with total registered capital of 100,000 Malaysian Ringgit which SGP holds 29.99% shares interest. SGGAS operates petroleum distribution business. In addition, on August 9, 2013, the meeting of the Board of Directors has approved for an increase of investment in SGGAS from the previous registered capital of 100,000 Malaysian ringgit to 1,000,000 Malaysian ringgit. MYGAZ is a subsidiary which SGP directly holds 70.0% shares and is registered in Malaysia to operate petroleum distribution business with registered capital equals to 12.0 million Malaysian ringgit. MYGAS has purchased assets and liquefied petroleum gas business of Shell Timur SDN. BHD. (\"STSB\") in East Malaysia at 10.0 million ringgit. Deposit has been placed on October 3, 2012 and asset and liquefied petroleum have already been transferred on May 29, 2013. Siamgas and Petrochemicals Public Company Limited 23 SINGAPORE SIAM GAS TRADING PTE. LTD. SINGGAS (LPG) PTE. LTD. REVENUE PORTION 30.6% SIAM GAS TRADING PTE. LTD. WHOLESALE LPG TRADER | SINGAPORE SINGGAS (LPG) PTE. LTD. LOCAL LPG TRADER | SINGAPORE 24 Annual Report 2014 CITYGAS COMPANY LIMITED (\"CITYGAS\") CITYGAS NORTH COMPANY LIMITED (\"CITYGAS NORTH\") CITYGAS is a subsidiary which SGP directly holds 100% shares and is registered in Vietnam to operate liquefied petroleum gas distribution business with registered capital of 292.0 million baht. SGP has purchased ordinary shares of Shell Gas (LPG) Vietnam Limited at ratio of 100% of registered capital of Shell Gas (LPG) Holding B.V. at 0.1 million USD and all transactions have completed on January 18, 2013. Later, \"Shell Gas (LPG) Vietnam Limited\" has been renamed to \"CITYGAS Company Limited\". CITYGAS NORTH is a joint venture which SGP holds 79.6% shares and is registered in Vietnam to operate liquefied petroleum gas distribution business with registered capital of 150.0 million baht. SGP purchased all of issued share capital of Shell Gas Haiphong Limited from Shell Gas (LPG) Holding B.V. at 0.3 million USD and all transactions have completed on January 18, 2013. Later, \"Shell Gas Haiphong Limited\" has been renamed to \"CITYGAS NORTH Company Limited\". Siamgas and Petrochemicals Public Company Limited 25 Overview of SGP's subsidiaries Company Type of Business Paid-up Capital (million baht) UGP 105.00 99.95 Paid-up Capital (million baht) LCR 70.00 Paid-up Capital (million baht) SQS 70.00 Paid-up Capital (million baht) SEEC 442.00 Paid-up Capital (million baht) SSW Shareholding Portion (%) 99.99 Shareholding Portion (%) 99.99 Shareholding Portion (%) Filling and distributing LPG, ammonia and other petrochemicals under the license as an LPG Trader under Section 6 (Fuel Trader under Section 7) Land transportation of LPG and petroleum under the license as LPG and Petroleum Transportation Service Provider Manufacturing and distributing LPG cylinders and auto-gas tanks Manufacturing and distributing ethanol 400.00 70.00 Paid-up Capital (million baht) SLM Shareholding Portion (%) Shareholding Portion (%) 42.60 57.42 Shareholding Portion (%) 100.00 99.99 Paid-up Capital (million baht) Shareholding Portion (%) LPG Ammonia and oil transportation by vessel tankers under the fuel transportation license Direct subsidiary - container terminal service rendering business in Thailand Holding company and petroleum distribution - Hong Kong 4,087.68 100.00 26 Annual Report 2014 Company Paid-up Capital (million baht) SUPER GAS 133.45 Paid-up Capital (million baht) SINGGAS 9.35 Paid-up Capital (million baht) 0.50 Paid-up Capital (million baht) SGT Shareholding Portion (%) 100.00 Shareholding Portion (%) Shareholding Portion (%) 5,017.32 100.001 Paid-up Capital (million baht) SNTL Shareholding Portion (%) 1,100.47 100.001 Paid-up Capital (million baht) SOGEL 100.00 LPG and petroleum distribution - Vietnam LPG and petroleum distribution - Singapore 336.00 95.003 Paid-up Capital (million baht) SINOSIAM Shareholding Portion (%) 2.0 Shareholding Portion (%) 50.00 Shareholding Portion (%) 100.00 LPG and petroleum distribution - Malaysia Full scale of LPG and petroleum distribution including bulk-breaking terminal and jetties for import and re-export by vessel tankers, and facilities for domestic sales in cylinders through filling plant, and in bulk by road tankers - Zhuhai City, South China Full scale of LPG and petroleum distribution including bulk-breaking terminal and jetties for import and re-export by vessel tankers, and in bulk by road tankers - Shantou City, South China Joint Venture - transportation by Very Large Crude Oil Carrier (VLCC) LPG trading in Singapore Siamgas and Petrochemicals Public Company Limited 27 Company Type of Business Paid-up Capital (million baht) 0.3 Paid-up Capital (million baht) MYGAZ 120.0 Paid-up Capital (million baht) CITYGAS CITYGAS NORTH Note : 292.0 Paid-up Capital (million baht) 150.0 Shareholding Portion (%) 29.99 Shareholding Portion (%) Holding company - Petroleum distribution in Malaysia Direct subsidiary - Petroleum distribution in Malaysia 70.0 Shareholding Portion (%) Direct subsidiary - Petroleum distribution in Vietnam 100.0 Shareholding Portion (%) 79.64 Joint venture - Petroleum distribution in Vietnam. 1. SGP holds indirectly shares via SGHK. 2. SGP holds indirectly shares via LCR and UGP. 3. As of December 29, 2010, SGP sold 5% of its ordinary shares to third party, which made SGP's investment ratio in Singas (LPG) Pte. Ltd. decreased from 100% to 95%. Relationship with the business of the major shareholders The Company and its subsidiaries structure are not related , depended, or competed with the other businesses of the major shareholders. 28 Annual Report 2014 Siamgas and Petrochemicals Public Company Limited 29 Business Operations History and Key Development Siamgas and Petrochemicals Public Company Limited, formerly known as VSPP Development Company Limited, was established on January 17, 2001 with initial registered capital of 500,000 baht, and the objective to trade and distribute liquefied petroleum gas (LPG) under the trademark of \"SIAMGAS\". SGP was appointed an agent for Siam Gas Industry Company Limited (SGI) which was a fuel trader under section 7 of the Fuel Trade Act, B.E. 2543. At that time, the Weeraborwornpong Group was the major shareholder of SGP and also SGI. However, the Weeraborwornpong Group has sold all SGI shares to outsiders later on June 30, 2006. SGP started its business from LPG auto-gas station, and then expanded to LPG filling plant business. SGP has continuously restructured its business by expanding its operations to trading of LPG and other petrochemical products, as well as other related businesses for example transportation of petroleum by both road tankers and vessel tankers. With regard to its expansion, on December 27, 2004, SGP acquired the business of Unique Gas and Petrochemicals Public Company Limited (UGP), who operated LPG, ammonia, and other petrochemicals business. On March 31, 2005, SGP 30 Annual Report 2014 SGP targets to be one of the leading energy operators in East Asia. For business in Thailand, the Company plans to expand LPG business by increasing number of gas stations and LPG filling plants as well as to expand marine and road transportation. 22 LPG filling plants including those 7 locations invested in Lucky Carrier Company Limited (LCR) who was the Oil and LPG transportation service provider. Then, on September 1, 2005, SGP purchased all major assets for LPG business operations from SGI such as lands, property lease rights, buildings, equipments, tools, LPG cylinders, LPG terminals, trademark, and patents. Since 2005, SGP has changed the name to Siamgas and Petrochemicals Public Company Limited, and obtained the license as a Fuel Trader under section 7 trading LPG, ammonia, and other petrochemicals under the trademark of \"SIAMGAS\" and \"UNIQUE GAS\

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