PART 2

7.  Securities Information and Shareholders

    1.  Shareholding Structure

        1.  Securities

  PTL’s Registered capital at 31^(st) March, 2018 was Baht 900 million
  and Paid-up capital was Baht 900 million, divided into 900 million
  ordinary shares each of Bt. 1 par value.

2.  The shareholding structure of PTL as on 31st March 2018 is:

  ------------------------------------ ---------------------- ------------
  Name                                 Ordinary shares        %

  Polyplex Corp. Ltd. (PCL)            154,710,000            17.19

  Polyplex (Asia) Pte. Ltd. (PAPL)     304,290,000            33.81

  General public                       441,000,000            49.00

                                                              

  Total                                900,000,000            100.00
  ------------------------------------ ---------------------- ------------

  PCL’s shareholding structure as of March 31, 2018 is shown as below:

PAPL is 100% held by PCL and together PAPL and PCL hold 51% of PTL.

3.  Dividend payment policy

  As per the dividend policy stated in the prospectus, dividend is paid
  out at rate of about 40% of the annual net profit, taking into account
  economic conditions, growth plans, future deployment opportunities,
  the Company’s financial position and liquidity and subject to the
  approval by the shareholders.

  For the FY 2017-18, a dividend of Baht 0.55/share has been recommended
  by the board of directors to the 2018 Annual general meeting of
  shareholders for approval.

  The historic trend of Net Profit and the Dividend declared/paid for
  past few years, since the company’s public listing in December 2004.

[]

* No dividend was paid in FY 2013-14 and FY 2015-16 due to net loss on
consolidated basis

Due to the significant impact of forex fluctuations on the reported
profitability of the company, dividend payout is being considered and
recomended by the Board on normalized profit basis, after adjusting the
forex gain/ losses and/or any other one time exceptional losses. For the
year 2017-18, the Board has proposed an annual dividend of Bt 0.55/
share or total payout of Bt 495 million out of which Bt 0.18/ share or
total of Bt 162 million has been paid as Interim dividend in December,
2017 and balance of Bt 0.37/share or total of Bt 333 million is proposed
to be paid as Final dividend, subject to shareholder approval in the
2018 Annual General Meeting of shareholders.

8.  MANAGEMENT STRUCTURE

  The Organization structure as at 31^(st) March, 2018 is as under:

  []

  PTL has a board of directors and an audit committee. There is a
  provision to appoint other need-based committees as may be appointed
  by the shareholders or the board of directors from time to time. The
  board members and executive officers are qualified persons with
  complete qualifications as per Section 68 of the Public Limited
  Companies Act B.E. 2535 and as per the Notification of the Securities
  and Exchange Commission (SEC) No. KorJor. 12/2543 Re: Application for
  Permission and Permission to Sell Newly Issued Shares dated March 22,
  2000.

  Details of the board of directors and other committees are as follows:

1.  Board of Directors

  As of March 31, 2018, PTL’s Board of Directors is composed of eight
  members as follows:

  ----- --------------------------- --------------------------------------
  1.    Mr. Manu Leopairote         Board chairman and Audit Committee
                                    Chairman

  2.    Dr. Virabongsa Ramangkura   Director (and Audit Committee member)

  3.    Mr. Shiraz Erach Poonevala  Director (and Audit Committee member)

  4.    Mr. Sanjiv Saraf            Vice Chairman

  5.    Mr. Praphad Phodhivorakhun  Director

  6.    Mr. Pranay Kothari          Director

  7.    Mr. Manish Gupta            Director

  8.    Mr. Amit Prakash            Managing Director
  ----- --------------------------- --------------------------------------

Mrs. Supritha Pai Kasturi is the secretary to the Board of Directors

Authorized signatories

  Any one of the four authorized signatories, namely Mr. Sanjiv Saraf,
  Mr. Pranay Kothari, Mr. Manish Gupta, and Mr. Amit Prakash are
  empowered to sign with the Company’s seal affixed.

Power and duties of the board of directors (the Board)

  The Board of Directors has the powers, duties and responsibilities to
  faithfully and prudently conduct the operations of the Company in
  accordance with the Company’s objectives and Articles of Association,
  applicable laws and resolutions of the shareholders’ meetings, for the
  benefit of the Company. A summary of the substantial duties and
  responsibilities of members of the Board of Directors is set out
  below:

1.  to hold the annual general meeting of shareholders within 4 months
    from the close of the accounting period;

2.  to call the meeting of the Board of Directors at least once every
    calendar quarter;

3.  to arrange for the preparation and submission of the audited
    Statement of Financial Position and Income and Loss statement at the
    end of each accounting period to the shareholders’ meeting for its
    consideration and approval;

4.  to authorize any one or several directors to perform any action on
    behalf of the Board of Directors under the supervision of the Board
    of Directors, or granting the power-of-attorney to such designated
    director(s) to perform any action within the specified time as the
    Board of Directors may think fit; provided, however, that the Board
    of Directors has the sole discretion to revoke or modify such
    designated director or power-of-attorney as the Board of Directors
    may think fit.

  For this purpose, the Board of Directors may authorize the Executive
  Committee, if any, to conduct any activities within the specified
  scope of work, duties and responsibilities of the Executive Committee.
  No authorization will entitle the Executive Committee to consider and
  approve the transaction which may cause a conflict of interest between
  the Executive Committee or any related person or interested person as
  the one party and the Company or its subsidiary companies as the other
  party. However, an exception is granted where the transaction conforms
  to the approved policies and rules of the Board of Directors;

5.  to determine the goals, prospects, policies, business plans and
    budgets of the Company, and to ensure that the management work
    performed by the Executive Committee, if any complies with the set
    policies. However, the Board of Directors needs to obtain the
    resolution of the shareholders’ meeting before entering into certain
    legal transactions, for instance, increase or reduction of capital,
    issue of bonds, sale or transfer of all or any substantial parts of
    the Company’s businesses to any third party, purchase or acceptance
    of transfer of other businesses, amendment to the Memorandum of
    Association, and so on.

  The Board of Directors is also responsible for ensuring the Company’s
  compliance with the securities and exchange law and rules of the SET,
  for instance, rules concerning the entry into connected transactions
  and concerning purchase or sale of substantial assets, including any
  law governing the Company’s business;

6.  to review the management structure and appoint the Executive
    Committee, General Manager and any subcommittees, as it deems
    appropriate;

7.  to ensure that the Company’s performance follows the business plans
    and budgets at all times;

8.  to refrain from conducting any similar or competitive business,
    participating as partner in an ordinary partnership or partner with
    unlimited liability in a limited partnership or director in a
    private company or in any other firm, company or corporation
    operating the business similar to or in competition with the
    Company, regardless of whether for his/her own benefit or for
    others’ benefit. However, an exception is granted where the director
    provides notice to the shareholders’ meeting in advance of his/her
    effective appointment as director of the Company; and

9.  to notify the Company without delay of the event of likelihood that
    the director may have direct or indirect interests as a result
    of (i) the Company’s entry into any agreement; and (ii) his/her
    increased or decreased holding of shares or bonds in the Company or
    its subsidiary companies.

Role and Responsibility of Chairman of the Board

  The Chairman plays a pivotal leadership role in ensuring that the
  Board workeffectively.

  The key roles of the Chairman are:

1.  Acting as Chair at the Board’s and Shareholders’ meetings.

2.  Ensuring that Board members receive accurate, timely, and sufficient
    information for Board meetings.

3.  Providing independent advice to the management and Board.

4.  Ensuring the participation of the executives, non-executives and
    independent directors in the Board’s decision processes and
    activities.

5.  Ensuring the whole Board plays a constructive part in developing and
    determining the Company’s strategy and objectives.

    1.  Audit Committee

The Company’s Audit Committee comprises of:

  ------ -------------------------------- -------------------------------
  1.     Mr. Manu Leopairote              Audit Committee Chairman

  2.     Dr. Virabongsa Ramangkura        Audit Committee member

  3.     Mr. Shiraz Erach Poonevala       Audit Committee member
  ------ -------------------------------- -------------------------------

Mrs. Supritha Pai Kasturi is the secretary to the Audit Committee.

Power and duties of the Audit Committee

1.  to review the sufficiency, credibility and objectivity of the
    financial reporting of the Company by coordinating with the external
    auditors and management responsible for preparing the quarterly and
    yearly financial reports. The Audit Committee may suggest issues or
    matters to be included for review or audited by the external
    auditors during its audit of the Company;

2.  to review the adequacy and effectiveness of internal control systems
    and internal audit functions by coordinating with the external
    auditors and internal auditors (if any);

3.  to review compliance with the Securities and Exchange Acts,
    Regulations of the SET, and any other relevant laws;

4.  to consider and advise on the appointment of the external auditor
    including the audit fee, taking into account the creditability of
    the external auditor, the adequacy of its resources, the firm's
    audit engagements, and the experience of its supervisory and
    professional staff; as well as to have a meeting with the external
    auditor, as and when required, without the presence of the Executive
    directors or any other member of the management team.

5.  to review the connected transactions and ensure proper compliance
    with all the relevant SEC/SET regulations and also to ensure
    adequate disclosures or conflict-of-interest disclosures;

6.  to take care of any other matters assigned to it by the Board of
    Directors, such as reviewing the Company's financial and risk
    management policies, reviewing compliance with the Code of Corporate
    Conduct of the management, and reviewing with the company's
    management, all important reports which must be disclosed to the
    public according to the law (e.g. Management Discussion and Analysis
    (MD&A), etc.);

7.  to report the activities of the Audit Committee in the company's
    annual report, which must be signed by the chairman of the Audit
    Committee, and to express in such annual report the Audit
    Committee's opinion on (i) the accuracy and completeness of the
    procedures for the preparation of the report and information
    disclosure, (ii) the sufficiency of the internal control system of
    the Company, (iii) opinion on the suitability of the external
    auditor and appointment for another term, (iv) the number of Audit
    committee meetings held in the previous year and the attendance of
    each member in such meetings, (v) opinion on the connected
    transactions and any transactions that may lead to conflict of
    interest (vi) the compliance by the Company with rules and
    regulations of SET, SEC and other applicable laws, and report on any
    information that the shareholders and investors should be aware of
    under the scope of power of the duty that has been assigned by the
    Board of Director;

8.  to report the performance of the Audit Committee to the Board of
    Directors at least once every calendar quarter; and

9.  to express its opinion on the performance, appointment, removal and
    determination of remuneration of the internal auditor, if any.

    1.  Management

  PTL’s senior management during 2017-18* consisted of eight persons as
  below:

  ----- ------------------------ ----------------------------------------
                                 

  1.    Mr. Amit Prakash         Managing Director

  2.    Mr. Ramesh Gupta         Business Head – SARALAM division

  3.    Mr. Sanjay Kumar Jha     Plant Head

  4.    Mr. Ashish Ghosh         Head – Sales & Marketing

  5.    Mr. Ashutosh Kumar       Chief Financial Officer
        Agarwal*                 

                                 

  6.    Mr. Ankur Agarwal        Head – Supply Chain Management

  7.    Mr. Chakrit Srisamutnak  Head – HR and Admin

  8.    Mr. Anubhav Business     
        Head – CPP & Blown PP    
        films                    

                                 
  ----- ------------------------ ----------------------------------------

  *The Chief Financial officer (CFO) of the Company’s Turkey subsidiary
  was transferred to Thailand as the new CFO in mid of the year

  Power and duties of Managing Director

1.  to monitor and supervise the day-to-day business operations and
    management of the Company.

2.  to undertake or perform duties in line with the policy, plan and
    budget approved by the board of directors and Audit Committee of the
    Company.

3.  to perform as the authorized person of the Company in administering
    the business in line with the objective, regulations, policy, rules,
    stipulations, orders and resolutions of the meeting of the Board
    and/or resolutions of the meeting of shareholders.

4.  to appoint and manage the performance of the working committees to
    ensure benefit and efficiency as well as transparency in management,
    and be authorized to appoint and/or assign any person to
    specifically perform on his behalf. Such delegation of power and
    authority shall come under the purview of such certain authorization
    letter and/or comply with the regulations, stipulations or orders
    issued by the board of directors and/or the Company.

5.  to determine mission, objectives, framework and policy of the
    Company for optimum benefit of the organization.

6.  to follow up and assess the Company’s operational results on a
    regular basis to cope with both internal and external risks.

7.  to consider and approve expenditure spending in the normal course of
    business operations

8.  to consider the recruitment and employment of personnel as well as
    transfer, rotation across functional lines/departments/divisions, or
    termination of employment of personnel, and determine rate of wages,
    remuneration, bonus and welfare package relating to personnel.

9.  to issue orders, regulations, announcements and memorandum to ensure
    the operations come out in line with the policy and for the benefit
    of the Company as well as to maintain discipline in the
    organization.

10. to perform any other duties as occasionally assigned by the Board of
    Directors

  Power to approve any transactions (i) which may cause a conflict of
  interest with the Company or its subsidiary; or (ii) in which the
  interests of the Managing Director or other interested person may be
  in conflict with the Company or its subsidiary, under the applicable
  rules and regulations of the SET, do not fall within the scope of the
  powers and authorities of the Managing Director to act at his/her own
  discretion or to designate any person to act on his/her behalf.
  Typically, these transactions need the consideration and approval of
  the Board of Directors and/or the shareholders’ meeting in accordance
  with the Articles of Association of the Company and subject to
  applicable laws.

1.  Role of Company Secretary

The Company has appointed Mrs. Supritha Pai Kasturi as the Company
Secretary. She is a qualified Chartered Accountant from the Institute of
Chartered Accountants of India and has the requisite knowledge and
experience to perform this function. She also performs the role of the
Secretary to the Board of Directors and to the Audit Committee.

Responsibilities of Company Secretary:

-   Arrange the Board of Directors' Meetings, Audit Committee Meetings
    and the Shareholders' Meeting in accordance with the relevant laws
    and regulations.

-   Prepare the Agenda/ supporting documents for the above meetings and
    ensure that the same is circulated to the concerned members, at
    least a week in advance of the meeting date, to allow sufficient
    time to review the documents.

-   Prepare the Minutes of all the above Meetings and monitor subsequent
    compliance with the resolutions of those Meetings.

-   Ensure that disclosures of information to regulatory agencies
    (SET/SEC and other relevant regulatory agencies) are made in
    accordance with the applicable laws and regulations.

-   Execute any additional duties assigned by the Board of Directors
    from time to time

    1.  Selection of members of the board of directors, independent
        directors and the audit committee

The Company has no Nomination Committee to select and nominate any
persons to be appointed as directors of the Company. In this regard, the
Board will undertake the selection process, taking into account the
experience, expertise and competency of the prospective persons and the
qualifications required as per the criteria prescribed in the Public
Limited Companies Act B.E. 2535 and as announced by the SEC and relevant
agencies, as also the provisions of Articles of Association of the
company. Nomination will be made at the shareholders’ meeting and
election made under the procedures prescribed in the Company’s
regulations as below:

  I) Selection of members of the Board of Directors

a)  The Company is required to have a board of directors consisting of
    at least 5 persons. The board of directors must elect one of their
    members to be the Chairman and may elect another member to be a
    Vice-Chairman and any other positions as they see fit. At least
    one-half of the directors must reside in Thailand.

  A director need not be a shareholder of the company.

b)  A meeting of shareholders must elect the directors in accordance
    with the following procedures and rules:-

    a.  Each shareholder has one vote for each share held;

    b.  Each shareholder may exercise the votes in electing one or more
        persons to be the directors but the votes are indivisible; and

    c.  The person who obtains the highest votes will be elected as a
        director in respective order according to the required number of
        directors, but if two or more persons obtain equal votes, the
        Chairman must exercise a casting vote.

c)  At every general meeting of shareholders, one-third (1/3) of the
    directors, or if it is not a multiple of three, then number nearest
    to one-third (1/3) must retire from office.

d)  There must be a drawing by lots to determine the directors retiring
    on the first and second years following the registration of the
    company. In each subsequent year, the directors who occupy the
    position for the longest period must retire.

  A retiring director is eligible for re-election.

II) Selection of members of the Audit Committee/Independent Director

  Audit Committee is composed of at least three independent directors
  with an office term of 2 years. The Company has a policy to select and
  nominate Audit Committee / Independent director in compliance with the
  SEC Notification no. KorJor. 12/2543 regarding application for and
  approval of offering of newly issued shares, with each of whom to have
  the following qualifications:

a)  Hold shares not exceeding 5% of the total shares with voting rights
    of the Company, an affiliated company, a subsidiary company, an
    associated company or a juristic person that may have conflict of
    interest,

b)  Not be an employee or a staff member or an advisor who receives a
    regular salary or a person with controlling power of the Company, an
    affiliated company, a subsidiary company, an associated company or a
    juristic person that may have conflict of interest,

c)  Not be a person having blood relation or legal relation in the
    manner of being any family member or spouse thereof of the
    executives, the major shareholders, the persons with controlling
    power or any persons to be nominated to the managerial positions or
    the persons with controlling power of the Company or a subsidiary
    company.

d)  Have no business relation with the Company, an affiliated company, a
    subsidiary company, an associated company or any juristic person
    that may have conflict of interest in the manner that may hinder the
    use of individual’s independent judgment, and have no other nature
    that will hinder the individual’s provision of independent opinions
    relating to the Company’s operations.

  In addition, at least one independent director appointed as an Audit
  Committee member must have sufficient knowledge and experience in
  finance and accounting areas so that he/she can review the reliability
  of the financial statements. Other qualifications must also be taken
  into account, comprising business experience, expertise in the field
  related to the business and ethical qualifications, to ensure maximum
  benefits to the Company.

  The appointment of Audit Committee members is subject to the same
  criteria and procedures as those in the appointment of directors of
  the Board. The vacating Audit Committee member upon completion of
  his/her office term of 2 years may be re-appointed by the Board of
  Directors for another term. In the event that there is a vacancy on
  the grounds other than the completion of office term, the Board shall
  select and appoint the person who possesses the required
  qualifications to fill the vacancy to complete the number of the Audit
  Committee members as prescribed by the Board. The newly appointed
  Committee member shall be in the office only for the remaining period
  of the office term of the vacating member.

1.  Remuneration for management

a. Monetary remuneration

Directors

Before the transformation into a public company, PTL had five directors.
These directors did not receive any meeting allowance from the Company.
Since transformation into a Public Company in 2004, the Company has 8
Directors on the board.

For the FY 2017-18, The actual remuneration paid to the Independent
Directors is Baht 5,400,000 as against the amount approved in the
Shareholder meeting of Baht 5,400,0000.

Details of the same are given under:

  ------ --------------------- ------------------------ -------------------
  S.No   Name of Director      Amount Approved (Baht    Actual Paid (Baht
                               p.a)                     p.a)

  1      Mr. Manu Leopairote   Baht 1,800,000           Baht 1,800,000

  2      Dr. Virabongsa        Baht 1,200,000           Baht 1,200,000
         Ramangkura                                     

  3      Mr. Praphad           Baht 1,200,000           Baht 1,200,000
         Phodhivorakhun                                 

  4      Mr. Shiraz Erach      Baht 1,200,000           Baht 1,200,000
         Poonevala                                      
  ------ --------------------- ------------------------ -------------------

In addition to the above remuneration, meeting sitting fees of Baht
10,000 per meeting attended has been paid to the Audit Committee
members, which is as per the amount proposed and approved in the
Shareholder meeting in July 2017.

For the FY 2018-19, it is proposed to fix a remuneration of Baht 100,000
per month, to all the independent directors as mentioned below:

1.  Mr. Manu Leopairote

2.  Dr. Virabongsa Ramangkura

3.  Mr. Praphad Phodhivorakhun

4.  Mr. Shiraz Erach Poonevala

Mr.Manu Leopairote, in his capacity as the Chairman of the Board of
Directors and the Chairman of the Audit Committee would be entitled to
an additional remuneration of Baht 25,000 per month, for each role.

For the Audit Committee, each member would be entitled to a sitting fee
of Baht 10,000 per meeting attended.

The above remuneration package, to the Independent directors and Audit
committee members, would be proposed to the Shareholder meeting to be
held in July 2018 for their consideration and approval.

The remuneration details of the senior management, including 1 executive
director of PTL is as below:

  ------------------------ ----------- ----------- ----------- ----------- -----------
  Remuneration (In '000    2013-14     2014-15     2015-16     2016-17     2017-18
  Baht)                    (Apr-Mar)   (Apr-Mar)   (Apr-Mar)   (Apr-Mar)   (Apr-Mar)

  Number of executives#    6*          6*          5           9           8*

  Salaries (In '000' Baht) 13,201      11,422      12,034      16,397      20,664

  Bonus and Others (In     18,503      16,612      20,824      19,071      30,790
  '000' Baht)                                                              

  Total                    31,704      28,034      32,859      35,468      51,454
  ------------------------ ----------- ----------- ----------- ----------- -----------

# As at end of the FY

* Including some persons for part of the year only

b. Other remuneration

Directors None

Executives None

1.  Personnel

As of March 31, 2018, PTL had a total workforce of 651 persons, 644 of
whom are personnel at the plant in Rayong Province and 7 at the head
office in Bangkok. The Company also has 40 expatriates, 2 of whom are at
the head office in Bangkok and the remaining 38 in Rayong.

  ------ ----------------------- ------------ -------- ------- -------- -------
         Department              Number of                              
                                 employees*                             

                                 As of Mar    As of    As of   As of    As of
                                 31, 2014     Mar 31,  Mar 31, Mar 31,  Mar 31,
                                              2015     2016    2017     2018

  1      Executives              5*           4*       5       9        8

  2      Production              206          183      239     250      224

  3      Commercial, IT,         49           51       47      41       44
         Personnel & Admin.                                             

  4      Sales and Marketing     33           36       30      18       31

  5      Chips plant             38           37       37      39       37

  6      Metallizer              39           54       49      47       45

  7      Extrusion Coating       76           81       74      61       60

  8      Cast Polypropylene      55           52       46      54       81

  9      Silicone Coating        54           43       42      39       38

  10     PET Thick Film          86           84       70      71       64

  11     Blown PP Film           9            18       16      16       19

         Total                   650          643      655     645      651
  ------ ----------------------- ------------ -------- ------- -------- -------

*As at end of the FY

Employee (non-executive) remuneration

(Bt. thousand)

+-----------------+---------+---------+---------+---------+---------+
| Remuneration    | 2013/14 | 2014/15 | 2015/16 | 2016/17 | 2017/18 |
|                 |         |         |         |         |         |
|                 | (A      | (A      | (A      | (A      | (A      |
|                 | pr-Mar) | pr-Mar) | pr-Mar) | pr-Mar) | pr-Mar) |
+-----------------+---------+---------+---------+---------+---------+
|                 |         |         |         |         |         |
+-----------------+---------+---------+---------+---------+---------+
| No. of          | 650     | 643     | 650     | 636     | 643     |
| employees#      |         |         |         |         |         |
+-----------------+---------+---------+---------+---------+---------+
| Salaries &      | 199,476 | 227,926 | 208,124 | 197,951 | 194,313 |
| Wages           |         |         |         |         |         |
+-----------------+---------+---------+---------+---------+---------+
| Overtime pay    | 27,286  | 30,365  | 29,452  | 31,137  | 31,309  |
+-----------------+---------+---------+---------+---------+---------+
| Bonus           | 33,603  | 36,503  | 27,917  | 44,088  | 35,279  |
+-----------------+---------+---------+---------+---------+---------+
| Provident fund* | 4,666   | 5,370   | 5,338   | 5,238   | 4,889   |
+-----------------+---------+---------+---------+---------+---------+
| Others          | 86,208  | 108,483 | 88,894  | 87,880  | 89,440  |
+-----------------+---------+---------+---------+---------+---------+
| Total           | 351,239 | 408,647 | 359,725 | 366,294 | 355,230 |
+-----------------+---------+---------+---------+---------+---------+

# As at end of the FY

*The Company started contributing to the provident fund since September
2004.

The contribution of the employee and employer was 4% until FY 2010-11.
Since 2011-12, the company revised the PF contribution rates and
depending on the length of service, company’s contribution is now in the
range of 4-7%.

There has been no labor dispute for the past years.

HRD Policy

The company realizes the importance of its staff as they are valuable
assets and play a major role in the success and growth of the company.
Therefore it has a policy to develop the efficiency, knowledge and
skills of its staff at all levels by having well organized training
programs on a periodic basis. Training programs are designed to improve
various aspects of work life like technical competence, quality
assurance, team building, and enhancement of leadership skills, time
management skills, safety awareness, basic firefighting etc thereby
improving the quality of the working life of the employees. In the past
year, a total of 15,309 man hours of training was imparted to our
employees in Thailand and at the overseas subsidiaries. Feedback of
employees participating in such trainings is taken in order to help
improvement of quality of seminars and trainings to be conducted in
future.

9.  Corporate governance

    1.  Good Corporate governance

        1.  Policy on Corporate governance

  Polyplex realizes the significance of good corporate governance and
  makes every effort to implement the Corporate Governance principles
  laid down by the Stock Exchange of Thailand. The company has firm
  belief in transparency, accountability and ethical conduct in carrying
  out its operations. The Company adopts strict internal controls and
  audits in recognition of their importance. It also has several risk
  management policies, keeping in mind a good relationship and business
  ethic towards business partners, shareholders and all concerned
  parties.

2.  Rights of shareholders

  The Company recognizes the importance of equal rights of all
  shareholders and considers all the shareholders as owners of the
  Company irrespective of the percentage of shares owned.

  The Company has a policy to report to shareholders regularly on
  progress of operations, either directly or through the Stock Exchange
  of Thailand or through information on its website after listing. The
  Company provides the opportunity to minority shareholders to propose
  agenda items before the AGM for a period of over 30 days. Such
  notification to the shareholders was informed via SET website and
  posted on the Company’s website on April 4, 2018. The notification
  clearly mentioned the procedure and criteria for exercising the rights
  of the shareholders to propose the Agenda for the 2018 Annual General
  meeting of shareholders. The Company has not received any proposal
  from any shareholder and the same was informed to the Board at their
  meeting held on 28 the May 2018.

  Shareholders will be given fourteen days advance notice of all
  shareholder meetings, including the meeting agenda and related
  information. The shareholders would be encouraged to participate in
  the general meetings and their views and comments would be noted and
  followed up.

  The shareholders also have the following rights which are exercised in
  the Annual Shareholding meetings:

-   Re-appointment of Directors retiring by rotation and approval of the
    Director remuneration

-   Approval of Auditor appointment and remuneration

-   Approval of dividend payment

    1.  Rights of stakeholders

  Polyplex has always provided equal importance to the requirements of
  all its stakeholders as under:

-   Personnel: Company considers all its personnel to be valuable
    assets, critical to the success and growth of the organization. The
    Company is committed to providing a quality oriented work
    environment, with special emphasis on safety, along with fair and
    equitable remuneration. Apart from basic salary, Performance linked
    Bonus, Provident Fund contribution and Social Security Contribution,
    the Company also provides certain other benefits to its employees
    such as Overtime pay, Housing Allowance, Transport Allowance,
    Telephone allowance, Medical Insurance, Life Insurance coverage etc.

-   Business partners: It has always been the policy of Polyplex to
    develop long standing and growing relationships with all its
    business partners based on mutual benefit and guided by good
    business ethics. The company values the long standing relationship
    with its business partners, whether it is the banks that support the
    trade finance and project financing requirements of the Company, or
    the strong Distributors/Agent network across various parts of the
    globe, which help in market development and ensure smooth continuity
    of the business operations for the company.

-   Competitors: Polyplex always abides by the framework of fair
    competition and would work towards market development and growth to
    the mutual benefit of the industry.

-   Creditors: To abide by the loan covenants and provide all
    information about the progress of the Company to its creditors as
    may be required for smooth business dealings.

-   Customers: Polyplex is committed to creating customer satisfaction
    by ensuring consistency in the quality of its products and offering
    value proposition through its wide network, technical support and
    local sales personnel at each location.

-   Shareholders: Polyplex strives to conduct its business in a
    transparent and efficient manner with a view to constantly strive to
    enhance shareholder value. New project investments is evaluated
    prudently to ensure good returns and increase value to the
    shareholders.

-   Community/Society: Polyplex realizes and cares for the safety of
    society, environment and quality of life of people. It places
    priority on activities relating to the community and the society and
    also by compliance of applicable laws and regulations relating to
    the same. The company periodically organizes Blood donation camps
    and encourages employees to donate blood. Apart from this, the
    Company also contributes donations (cash and kind), from time to
    time, to organizations engaged in various community services.

    1.  Shareholders’ meetings

  The Company endeavors to organize the shareholders’ meeting with
  equitable treatment for all participants and in strict accordance with
  legal procedures, from meeting invitations, proxy form for those who
  are unable to attend the meeting, and distribution of meeting
  documents to inform all concerned of the meeting agendas. It is
  ensured that the meeting venue and time is convenient and the meeting
  session allows adequate time for shareholders to ask questions on
  business operations or voice their opinion.

2.  Leadership and vision

  The Board of Directors is the forum for review of plans, vision,
  strategies and key policies. Elaborate budgets have been formulated
  for all functional areas in the Company and a system of Key Result
  Areas (KRAs) has also been implemented for each department and
  individual as also at the corporate level to align interests and
  priorities across the organization. The Board of Directors would play
  a leading role in regular review of the actual operations vis-à-vis
  budgets.

3.  Conflict of interest

  The policy is based on the principle that any decision to be made by
  personnel at all levels in business operations must be in the best
  interest of the Company. It is the duty of all personnel to avoid any
  transactions and/or dealings which could result in financial losses to
  the Company and result in personal monetary benefit. The Audit
  Committee is entrusted to watch over and review the internal controls
  and audit function to ensure their efficiency and also ensure adequate
  disclosures to be made as per the SEC/SET guidelines.

4.  Business ethics

  Polyplex has a code of conduct for all personnel who emphasize
  observance of ethical practices, honesty and accountability.
  Responsibility towards all stakeholders and external agencies is
  encouraged in order to foster a good corporate culture and social
  responsibility.

5.  Whistle Blower Policy

  The Company is committed to adhere to the highest standards of
  ethical, moral and legal conduct of business operations. To maintain
  these standards, the Company’s Board has in February 2015, approved a
  Whistle Blower Policy which aims at encouraging its employees who have
  concerns about suspected misconduct to come forward and express these
  concerns without fear of punishment or unfair treatment. This policy
  aims to provide an avenue for employees who observe an unethical
  practice (whether or not a violation of law), to approach the
  Whistleblower Committee, which consists of 4 members, who are key
  functional heads of the organization and who will report to the Audit
  Committee about any complaints received by them.

6.  Check and balance by non-executive directors

The Company has altogether eight directors as detailed below:

7.  Integration or delegation of title and authority

  The Chairman of the Board of Directors is an independent director and
  is also the Chairman of the Audit Committee. Independent directors
  constitute 50% of the Board of Directors and thus composition of the
  Board would ensure fair and effective management monitoring. The
  Managing Director is the CEO in charge of day-to-day operations and
  has specified powers with certain key decisions requiring approval by
  the Board of Directors.

8.  Remuneration for directors and executives

  The remuneration of the Board of Directors and the Audit Committee is
  proposed to the Shareholder meeting for their consideration and
  approval. The Managing Director’s remuneration is fixed by the Board
  of Directors in discharge of duties as the CEO of the Company. The
  remuneration of the management is open for review by the shareholders
  who may set the appropriate policies and guidelines on this matter.

9.  Board meetings

  The meetings of the Board of Directors are usually convened at least
  once every quarter to review the operations / quarterly financial
  results and other matters. There were eleven Board meetings conducted
  during the FY 2017-2018.Attendance of directors is as follows:

+------------------------+---------------------------------+----------+
| Name                   | Position                        | At       |
|                        |                                 | tendance |
+========================+=================================+==========+
|                        |                                 |          |
+------------------------+---------------------------------+----------+
|   Mr. Manu Leopairote  | Board Chairman & Audit          | 11/11    |
|                        | Committee Chairman              |          |
+------------------------+---------------------------------+----------+
|   Dr. Virabongsa       |   Director & Audit Committee    | 10/11    |
|   Ramangkura           |   member                        |          |
+------------------------+---------------------------------+----------+
|   Mr. Shiraz Erach     |   Director & Audit Committee    | 8/11     |
|   Poonevala            |   member                        |          |
+------------------------+---------------------------------+----------+
|   Mr. Sanjiv Saraf     |   Vice Chairman of the Board    | 5/11     |
+------------------------+---------------------------------+----------+
|   Mr.Amit Prakash      |   Managing Director             | 11/11    |
+------------------------+---------------------------------+----------+
|   Mr. Praphad          |   Director                      | 11/11    |
|   Phodhivorakhun       |                                 |          |
+------------------------+---------------------------------+----------+
|   Mr. Pranay Kothari   |   Director                      | 9/11     |
+------------------------+---------------------------------+----------+
|   Mr. Manish Gupta     |   Director                      | 11/11    |
+------------------------+---------------------------------+----------+

10. Supporting committees or sub-committees

  The Board of Directors has recommended and shareholders have approved
  an Audit Committee consisting of three independent directors. The
  Audit Committee members have the requisite qualifications under the
  relevant SET rules & guidelines. The powers and allocation of work
  have been clearly defined by the shareholders and include review of
  internal control systems, review of financial reports, connected
  transaction or transaction involving conflict of interest. The term of
  the Audit committee is 2 years and may be renewed by the Board of
  Directors every 2 years. There were 5 Audit committee meeting held in
  FY 2017-18 and attendance of the members is as under:

+-------------------------+---------------------------------+----------+
| Name                    | Position                        | At       |
|                         |                                 | tendance |
+=========================+=================================+==========+
|                         |                                 |          |
+-------------------------+---------------------------------+----------+
|   Mr. Manu Leopairote   | Board Chairman & Audit          | 5/5      |
|                         | Committee Chairman              |          |
+-------------------------+---------------------------------+----------+
|   Dr. Virabongsa        |   Director & Audit Committee    | 4/5      |
|   Ramangkura            |   member                        |          |
+-------------------------+---------------------------------+----------+
|   Mr. Shiraz Erach      |   Director & Audit Committee    | 5/5      |
|   Poonevala             |   member                        |          |
+-------------------------+---------------------------------+----------+

11. Internal control and audit system

  The Board of Directors exercises control through setting of annual
  budgets and operational objectives, periodical review of which is done
  from time to time. Meanwhile, the Audit Committee oversees the
  internal controls and audit in the Company and suggests measures for
  improvement.

12. Board of Directors’ report

  The Board of Directors is responsible for the Company’s financial
  statements. As a part of the annual report, the directors have
  commented on the financial results of the Company.

13. Relationship with investors

  The Company places significance on the timely disclosure of accurate
  information to its shareholders and investors. It participates in the
  SET Opportunity day from time to time to disseminate information about
  the Company and its operations to investors and analysts. The company
  also organizes factory visit for the shareholders, analysts and
  potential investors. As regards investor relations, the Company has a
  well-developed IR section in the company website. The Investors/
  Analysts can also register their e-mail ID’s and receive an IR alert
  message, when any information is updated on the Company’s website.
  Further information regarding the Company may be obtained by
  contacting at tel. +66 26652706 - 8.

14. Measures to prevent use of internal information for executives’
    personal benefit

  The Company is cognizant of the need for supervision of usage of
  internal company information by its directors and management for their
  own benefit. The directors and management who come to possess internal
  company information are not permitted to buy or sell the securities of
  the Company for a specified period prior to its announcement of
  operating results. In addition, the Company secretary announces a
  Trading Window Closure period to the global employees of the Polyplex
  group, for a specified period prior to announcement of operating
  results and all employees are strictly prohibited from trading in the
  Company’s share during this Window Closure period.

10. Corporate Social Responsibility

    1.  Ethical Business practices

  Polyplex has a code of conduct for all personnel who emphasize
  observance of ethical practices, honesty and accountability.
  Responsibility towards all stakeholders and external agencies is
  encouraged in order to foster a good corporate culture and social
  responsibility.

2.  Anti –Corruption and Bribery

  Polyplex has a code of conduct for all personnel who emphasize
  observance of ethical practices, honesty and accountability.
  Responsibility towards all stakeholders and external agencies is
  encouraged in order to foster a good corporate culture and social
  responsibility. In its meeting held on 10^(th) February, 2015, the
  Board of Directors have approved an Anti-corruption and Bribery
  Policy, to ensure that any of its personnel do not engage in unethical
  business practices of any kind, for deriving personal benefits. This
  policy has been implemented at Thailand and all the overseas
  subsidiaries of the Company.

3.  Fair Labor practices

  Company considers all its personnel to be valuable assets, critical to
  the success and growth of the organization. The Company is committed
  to providing a quality oriented work environment, with special
  emphasis on safety, along with fair and equitable remuneration. Apart
  from basic salary, Performance linked Bonus, Provident Fund
  contribution and Social Security Contribution, the Company also
  provides certain other benefits to its employees such as Overtime pay,
  Housing Allowance, Transport Allowance, Telephone allowance, Medical
  Insurance, Life Insurance coverage etc.

4.  Responsibility towards customers

  Polyplex is committed to creating customer satisfaction by ensuring
  consistency in the quality of its products and offering value
  proposition to its global customer base.

5.  Caring for the Environment

  Polyplex realizes the importance of caring for the environment. As a
  sustainability initiative, has invested in a project to recycle and
  provide sustainable solution for film based process waste and the
  project started commercial operations in December, 2013 in Thailand,
  under the Company’s subsidiary - EcoBlue Limited. This subsidiary is
  in the process of implementing a project for a second recycling line.
  Even in its normal operations, wherever possible, an effort is made to
  switch to energy efficient alternatives. The company has also taken
  specific steps in this regard as under:

-   Investments in energy saving initiatives like Heat Recovery project,
    Twin Screw Extruder etc.

-   Thinner gauging of the products

-   Innovative products keeping recyclability in mind

-   Near shoring business model reducing carbon footprint due to
    movement of material

    1.  Social and Community Development

  Polyplex realizes and cares for the safety of society, environment and
  quality of life of people. It places priority on activities relating
  to the community and the society and also by compliance of applicable
  laws and regulations relating to the same. The company periodically
  organizes Blood donation camps and encourages employees to donate
  blood. Apart from this, the Company also contributes donations (cash
  and kind), from time to time, to organizations engaged in various
  community services.

11. Internal Controls

  At the 4/2018 board of directors’ meeting of PTL held on May 28, 2018
  with all the three audit committee members attending, the board
  assessed PTL’s internal control by means of making inquiries with its
  management. Based on the assessment of PTL’s internal control system
  in five aspects, namely organization and environment, risk management,
  control of the executives’ operation, information technology system &
  information communication and follow-up system, the board viewed that
  PTL has adequate internal control with regard to the making of
  transaction with its major shareholders, directors, executives, or
  persons connected with the above mentioned persons.

  The board considered that the Company’s adequate and appropriate
  internal control and follow-up of the operations would be able to
  safeguard its assets against any illegitimate use by the executives.

12. Connected Transactions

    1.  A summary of the connected transactions between PTL and the
        connected parties during the past three years is as follows –

+---------+----------+---------------+----------+------+------+------+
| Party   | Rela     | Description   | Pricing  | Tra  |      |      |
| having  | tionship | of            | policy   | nsac |      |      |
| c       |          | transaction   |          | tion |      |      |
| onflict |          |               |          | Am   |      |      |
| of      |          |               |          | ount |      |      |
| i       |          |               |          | (Mil |      |      |
| nterest |          |               |          | lion |      |      |
|         |          |               |          | THB) |      |      |
+=========+==========+===============+==========+======+======+======+
|         |          |               |          | 201  | 201  | 201  |
|         |          |               |          | 5-16 | 6-17 | 7-18 |
+---------+----------+---------------+----------+------+------+------+
|   P     |   PCL is | PCL made      | The      | 7    | 6    | 3    |
| olyplex |   the    | advance       | price of |      |      |      |
|   Corp  |   C      | payments on   | the      |      |      |      |
| oration | ompany’s | behalf of the | tra      |      |      |      |
|   Ltd.  |   major  | Company and   | nsaction |      |      |      |
|   (PCL) |   shar   | its           | between  |      |      |      |
|         | eholder, | subsidiaries  | PCL and  |      |      |      |
|         |   owning | for           | the      |      |      |      |
|         |          | a             | Company  |      |      |      |
|         | directly | dministrative | was a    |      |      |      |
|         |   and    | expenses,     | normal   |      |      |      |
|         |   in     | which were    | price in |      |      |      |
|         | directly | mainly        | general  |      |      |      |
|         |   the    | t             | business |      |      |      |
|         |   51% of | raveling/visa | practice |      |      |      |
|         |   the    | expenses of   | and was  |      |      |      |
|         |   C      | employees,    | the      |      |      |      |
|         | ompany’s | employees’    | price as |      |      |      |
|         |   share  | family, etc.  | actually |      |      |      |
|         |          | The Company   | paid by  |      |      |      |
|         |  capital | has given the | PCL in   |      |      |      |
|         |   and    | appropriate   | advance  |      |      |      |
|         |   the    | accounting    | for the  |      |      |      |
|         |   two    | treatment to  | Company  |      |      |      |
|         |          | these         | without  |      |      |      |
|         |  parties | expenses      | any      |      |      |      |
|         |   have   | and/or        | extra    |      |      |      |
|         |   common | collected     | charge   |      |      |      |
|         |   di     | these amounts | by PCL.  |      |      |      |
|         | rectors. | from the      |          |      |      |      |
|         |          | employees and |          |      |      |      |
|         |          | paid them     |          |      |      |      |
|         |          | back to PCL.  |          |      |      |      |
+---------+----------+---------------+----------+------+------+------+
|   P     |   PCL is | Purchase of   | As per   | 4    | 379  | 550  |
| olyplex |   the    | Raw material  | Transfer | 85.1 |      |      |
|   Corp  |   C      | – Polyester   | Pricing  |      |      |      |
| oration | ompany’s | Chips and     | policy   |      |      |      |
|   Ltd.  |   major  | Polyester     | of PCL   |      |      |      |
|   (PCL) |   shar   | Film by all   | (Study   |      |      |      |
|         | eholder, | the           | done by  |      |      |      |
|         |   owning | subsidiaries  | Ersnt &  |      |      |      |
|         |          | of PTL        | Young    |      |      |      |
|         | directly | including PTL | and TNMM |      |      |      |
|         |   and    |               | [Trans   |      |      |      |
|         |   in     |               | actional |      |      |      |
|         | directly |               | Net      |      |      |      |
|         |   the    |               | Margin]  |      |      |      |
|         |   51% of |               | Method   |      |      |      |
|         |   the    |               | rec      |      |      |      |
|         |   C      |               | ommended |      |      |      |
|         | ompany’s |               | for      |      |      |      |
|         |   share  |               | Transfer |      |      |      |
|         |          |               | pricing  |      |      |      |
|         |  capital |               |          |      |      |      |
|         |   and    |               |          |      |      |      |
|         |   the    |               |          |      |      |      |
|         |   two    |               |          |      |      |      |
|         |          |               |          |      |      |      |
|         |  parties |               |          |      |      |      |
|         |   have   |               |          |      |      |      |
|         |   common |               |          |      |      |      |
|         |   di     |               |          |      |      |      |
|         | rectors. |               |          |      |      |      |
+---------+----------+---------------+----------+------+------+------+
|   Mrs.  |          | Salary        | As per   | -    | -    | 0.5  |
|   Sakhi | Daughter |               | Em       |      |      |      |
|   Saraf |   of     |               | ployment |      |      |      |
|         |   Vice   |               | contract |      |      |      |
|         |          |               |          |      |      |      |
|         | Chairman |               |          |      |      |      |
|         |   of the |               |          |      |      |      |
|         |   Board– |               |          |      |      |      |
|         |   Mr.    |               |          |      |      |      |
|         |   Sanjiv |               |          |      |      |      |
|         |   Saraf  |               |          |      |      |      |
+---------+----------+---------------+----------+------+------+------+
|   Mr.   |          | Dividend      | As       | -    | -    | 7    |
|         | Managing |               | approved |      |      |      |
|  Pranay |          |               | by the   |      |      |      |
|   Jain  | Director |               | Share    |      |      |      |
|         |   and    |               | holders’ |      |      |      |
|         |          |               | meeting  |      |      |      |
|         | Minority |               | of       |      |      |      |
|         |   Sha    |               | Ecoblue  |      |      |      |
|         | reholder |               | Limited  |      |      |      |
|         |   of     |               |          |      |      |      |
|         |   Subs   |               |          |      |      |      |
|         | idiary - |               |          |      |      |      |
|         |          |               |          |      |      |      |
|         |  Ecoblue |               |          |      |      |      |
|         |          |               |          |      |      |      |
|         |  Limited |               |          |      |      |      |
+---------+----------+---------------+----------+------+------+------+

2.  Necessity and reasonableness of the connected transaction

The connected transaction involved the advance payments made by PCL on
behalf of the Company and its subsidiaries for administrative expenses.
The Company and its subsidiaries have given the appropriate accounting
treatment to these expenses and paid them back to PCL. The reimbursement
of advances/expenses was to PCL was at the actual prices incurred
without any extra charge by PCL.

The connected transaction also involved the advance payments made by the
Company and its subsidiaries on behalf of PCL for administrative
expenses, which were later re-imbursed by PCL.

During the year, the connected transaction also involved some purchases
of Raw materials i.e Polyester Chips and Polyester Film from PCL and the
payment of Salary to Mrs. Sakhi Saraf, the daughter of the Vice-Chairman
of the PTL Board, Mr. Sanjiv Saraf, who was appointed as the Head of
Investor Relations and Corporate Communications in November, 2017. All
transactions were made considering Arm’s Length Pricing as per Transfer
Pricing guidelines. The remuneration package to Mrs. Sakhi Saraf is also
on Arm’ length basis as considered and approved by the Board of PTL.

3.  Measures or procedures for approval of the connected transaction

The audit committee of PTL has examined the connected transaction
described in the table above and viewed that it is in accordance with
the normal business practice. For all normal business transactions in
the future such as purchase and sale of material, reimbursement of
expenses, the Company can undertake the transactions and inform the
audit committee and the Board of Directors on a quarterly basis.

For any other future connected transactions, which are not normal
business transactions, the Company will assign the concerned units to
gather the relevant information and provide it to the audit committee to
be used as a basis for its consideration on those transactions as to
whether they are consistent with the normal business practice and the
market price. The Company would ensure that it follows the applicable
regulations of the SEC and SET in this regard. The audit committee has
to consider and inform the board of directors for the approval. The
directors who have a conflict of interest may not partake in the giving
of comments on those connected transactions.

4.  Policy for potential connected transactions

For any connected transactions that may take place in the future, the
Company has a policy to set appropriate conditions on the said
transactions based on the reasons and necessity of the Company. The
connected transactions performed over the past period were advance
payments, made for such expenses as transportation, accommodations for
employees’ family, educational fees for employees’ children, insurance
claims of employees etc and also some raw material procurements as
explained above. There were no extra charges by the parent company
regarding such cost and expenses. In performing any future connected
transactions, Company’s board of directors will comply with the law
governing securities and exchange and the regulations, notifications and
orders of the Stock Exchange of Thailand, as well as the regulations
regarding disclosure of information about connected transactions and
acquisition or disposal of core assets of companies or subsidiary
companies according to the accounting standards defined by the Institute
of Certified Accountants and Auditors of Thailand.

Where the connected transaction involves any person who may have a
conflict of interest, the Company will arrange for the audit committee
to give opinion on the necessity and appropriateness of that
transaction. In case the audit committee has no expertise in any such
transaction, the Company will have an independent expert or its external
auditor provide opinion on that transaction to be used as a basis of
decision-making by the board of directors or the shareholders, as the
case may be. The Company will disclose such connected transactions in
the notes to the financial statements duly audited by its external
auditor.

5.  Necessity and reasonableness of the connected transaction

The connected transaction involved the advance payments made by PCL on
behalf of the Company and its subsidiaries for administrative expenses.
The Company and its subsidiaries have given the appropriate accounting
treatment to these expenses and paid them back to PCL. The reimbursement
of advances/expenses was to PCL was at the actual prices incurred
without any extra charge by PCL.

The connected transaction also involved the advance payments made by the
Company and its subsidiaries on behalf of PCL for administrative
expenses, which were later re-imbursed by PCL.

During the year, the connected transaction also involved some purchases
of Raw materials i.e Polyester Chips and Polyester Film from PCL. All
purchases were made at Arm’s Length Pricing as recommended in the
Transfer Pricing study carried out by external agencies at various
locations.

6.  Measures or procedures for approval of the connected transaction

The audit committee of PTL has examined the connected transaction
described in the table above and viewed that it is in accordance with
the normal business practice. For all normal business transactions in
the future such as purchase and sale of material, reimbursement of
expenses, the Company can undertake the transactions and inform the
audit committee and the Board of Directors on a quarterly basis.

For any other future connected transactions, which are not normal
business transactions, the Company will assign the concerned units to
gather the relevant information and provide it to the audit committee to
be used as a basis for its consideration on those transactions as to
whether they are consistent with the normal business practice and the
market price. The Company would ensure that it follows the applicable
regulations of the SEC and SET in this regard. The audit committee has
to consider and inform the board of directors for the approval. The
directors who have a conflict of interest may not partake in the giving
of comments on those connected transactions.

7.  Policy for potential connected transactions

For any connected transactions that may take place in the future, the
Company has a policy to set appropriate conditions on the said
transactions based on the reasons and necessity of the Company. The
connected transactions performed over the past period were advance
payments, made for such expenses as transportation, accommodations for
employees’ family, educational fees for employees’ children, insurance
claims of employees etc and also some raw material procurements as
explained above. There were no extra charges by the parent company
regarding such cost and expenses. In performing any future connected
transactions, Company’s board of directors will comply with the law
governing securities and exchange and the regulations, notifications and
orders of the Stock Exchange of Thailand, as well as the regulations
regarding disclosure of information about connected transactions and
acquisition or disposal of core assets of companies or subsidiary
companies according to the accounting standards defined by the Institute
of Certified Accountants and Auditors of Thailand.

Where the connected transaction involves any person who may have a
conflict of interest, the Company will arrange for the audit committee
to give opinion on the necessity and appropriateness of that
transaction. In case the audit committee has no expertise in any such
transaction, the Company will have an independent expert or its external
auditor provide opinion on that transaction to be used as a basis of
decision-making by the board of directors or the shareholders, as the
case may be. The Company will disclose such connected transactions in
the notes to the financial statements duly audited by its external
auditor.