7. Shareholder Structure

1.  Securities

As of October 31, 2014, The Company’s registered capital consisted of
1,870 million shares at a par value of THB 1.00, or a total of THB 1,870
million and the company’s registered paid-up capital consisted of
1,704,646,884 million shares or THB 1,704,646,884 million.

7.2) Shareholders

Top 10 major shareholders of the company in the past 3 years are as
follow: (In 2013, calculation excluded treasury stock)

[]

Chinnakij Co., Ltd. is owned by the Chinthammit family. The family
members hold most of the shares. None of the shareholders holds shares
more than 30 % of the authorized share capital.

The registered capital and paid up capital of KSL SUGAR HOLDING COMPANY
LIMITED consists of 100 million shares at par value of THB 10.00 per
share or THB 1,000 million.

Top 10 major shareholders in company’s shareholder record are as
followings:

[]

Note: The 10^(th) major shareholders are Ms. Yaovanuth Dekvitak and Ms.
Yaovaluck Chutimavoraphand who both hold equal number of shares.

2.  Dividend Payment Policy

The company pays dividends at a rate of not less than 50 % of its net
income after tax and legal reserves of separate financial statement if
there is no necessity for the use of the money, and if the dividend
payment does not have an adverse effect on corporate operations
significantly. Factors that are considered include corporate operation
results, financial position, liquidity, and business expansion plans.
The dividend payment requires approval from corporate shareholders
and/or the Board of Directors. Dividend payment of the subsidiaries and
associates to Khon Kaen Sugar Industry Public Company depends on their
cash flow, liquidity, suitability, and necessity for the use of the
money. No minimum rate is specified.

8. Management Structure

1.  Organization Structure

[]

1.  Board of Directors

As of October 31, 2014, the Company's Board of Directors comprises of:

1.  Mr. Manu Leopairote Chairman and Independent Director

2.  Mr. Chamroon Chinthammit Director

3.  Mr. Prapas Chutimavoraphand Director

4.  Mr. Pornsin Thaemsirichai Director

5.  Mr. Sukhum Tokaranyaset Director

6.  Mr. Thawatchai Rojanachotikul Director

7.  Mrs. Intira Sukhanindr Director

8.  Ms. Duangdao Chinthammit Director

9.  Mr. Somchai Chinthammit Director

10. Ms. Duangkae Chinthammit Director

11. Mr. Chalush Chinthammit Director

12. Mr. Chatri Chinthammit Director

13. Mr. Somchat Chinthammit Director

14. Mr. Tachpong Pakornsiriwongse Director

15. Mr. Pramoon Vichiensin Independent Director

16. Pol. Gen. Boonpen Bumpenboon Independent Director

17. Mr. Sitti Leelakasamelurk Independent Director

18. Mr. Karun Kittisataporn Independent Director

19. Mr. Worapatr Todhanakasem Independent Director

20. Ms. Nongluck Phinainitisart Independent Director

21. Mr. Trakarn Chunharojrit Director

  Company Secretary (Ended 28/03/2014)

1.  The Executives

As of 31 October 2014, the corporate top executives include:

  1. Mr. Chamroon Chinthammit President and CEO

  2. Mr. Prapas Chutimavoraphand Senior Vice President - Administration

  3. Mr. Pornsin Thaemsirichai Senior Vice President – Production &
  Technique

  4. Mr. Sukhum Tokaranyaset Senior Vice President – Accounting &
  Finance

  5. Mr. Thawatchai Rojanachotikul Senior Vice President -
  Administration

  6. Ms. Intira Sukhanindr Senior Vice President – Business Development

  7. Ms. Duangdao Chinthammit Vice President – Human Resource

  8. Mr. Chalush Chinthammit Vice President – Raw Material Supply

  9. Mr. Chanachai Chutimavoraphand Vice President – Accounting &
  Finance

  10. Mr. Theera Sanguandeekul Vice President – Office of President

  11. Mr. Dhajjai Subhapholsiri Vice President – Office of Company
  Secretary and Legal (From 28/03/2015)

Scope of Duties and Responsibilities of President and CEO:

  1. Decide on important matters related to the Company. Determine the
  corporate missions, objectives, guidelines, and policies. Supervise
  the overall work. Be responsible for the Board of Directors.

  2. Have the power to employ, appoint, and transfer personnel as
  necessary and appropriate to be the management or staff members for
  corporate operations. Define appropriate functions, responsibilities,
  and remunerations of employees. Have the power to dismiss, lay off,
  and discharge employees as appropriate.

  3. Have the power to determine business terms and conditions, such as
  credit limits, payment terms, trade agreements, and trade term
  changes.

  4. Have the power to act and appear as a corporate representative to
  outsiders regarding affairs related and advantages to the Company.

  5. Approve the appointment of advisors needed in the corporate
  operations.

  6. Deal with affairs concerning the Company’s general operations.

The functions and responsibilities of President and CEO shall comply
with legislation and the Company’s regulations. The approval of
President and CEO does not apply to approval of transactions that would
allow President and CEO and related persons to have interest or cause
conflict of interests affecting the Company and its subsidiaries.

A summary of approved financial amounts of transactions according to the
Company’s authorization manual

+---+---------------------------+------------+------------+------------+
|   | Approved Financial        | BOD        | EXC        | PSD        |
|   | Amounts for Important     |            |            |            |
|   | Transactions              |            |            |            |
+---+---------------------------+------------+------------+------------+
| 1 | Approval of Annual Budget | More than  | Not over   | Not over   |
|   |                           |            |            |            |
|   |                           | THB 500    | THB 500    | THB 100    |
|   |                           | Million    | Million    | Million    |
+---+---------------------------+------------+------------+------------+
| 2 | Approval of               | More than  | More than  | Not over   |
|   | Changing/Increasing of    |            | THB 100    | THB 100    |
|   | Annual Budget or          | THB 100    | Million    | Million    |
|   | Investment Budget         | Million    |            |            |
|   |                           |            |            |            |
|   |                           |            |            |            |
|   |                           |            |            |            |
+---+---------------------------+------------+------------+------------+
|   |                           |            |            |            |
+---+---------------------------+------------+------------+------------+

Note : (1) The power to approve the financial amounts mentioned is
governed by legislation and regulations of the company, the Stock
Exchange of Thailand and Securities, and Exchange Commission.

(2) BOD : Board of Director, EXC : Executive Board, PSD : President and
CEO

[] Number of Meeting Attended

1.  Directors’ and Executives’ remuneration

    1.  Directors’ Remuneration

The board of directors determines clear policies and guidelines for
payment of directors’ remunerations. For transparency, the remunerations
are proposed to shareholders annually. They are adequate and
motivational so that the company is able to keep highly qualified
directors. Directors serving in committees receive appropriate
remunerations corresponding to more duties and responsibilities.
Remunerations are divided into 3 categories:

1)  Regular remunerations are paid for non-executive directors monthly
    with/without board meetings.

2)  Meeting remunerations are paid for directors who attend a board
    meeting.

3)  Annual extra remunerations are paid for directors in accordance with
    the corporate annual operating results.

    1.  Managing Director’s Remuneration

Currently, the company is considering criteria for determining the
managing director’s remuneration corresponding with operating results,
corporate size, and amounts offered by businesses operating in the same
industry. The remuneration is a motive for the managing director’s
developing the company’s continuous and sustainable growth.

  Directors’ Remuneration

  The Company has specified remuneration for its directors with approval
  from the shareholder meeting on February 26, 2014 as follows:

  Not Exceed to

  The amount of

  THB per year

1.  Remuneration for Chairman of 540,000 THB

  Board of Directors

2.  Remuneration for Chairman of 540,000 THB

  Audit Committee

3.  Remuneration for 19 directors 8,550,000 THB

  THB 25,000 / person / month + bonus

4.  Meeting allowances for 11 executive directors attending

  THB 500 / person / meeting

5.  Meeting allowances for audit committee, nomination and remuneration
    committee, risk management committee, corporate governance committee
    who attend the meeting THB 5,000 / person / meeting, for chairman of
    each committee THB 6,000 / meeting.

  * Noted: the directors’ remunerations do not include the remunerations
  from subsidiary companies.

  Remunerations for the Management

  Remunerations for the Management are in line with the Company’s
  procedures and policies, and in relation to corporate operation
  results and each individual’s performance. Amounts of the
  remunerations are motivational and enable the company to achieve
  loyalty among the competent Management.

  Remuneration in Cash

1.  Remuneration for directors, paid in year 2014

[]

[]

* Noted: the directors’ remunerations do not include the remunerations
from subsidiary companies.

2.  Remuneration for executives in the past year:

Remunerations for 11 executives (listed as corporate top executives on
8.1.2) include salaries, bonuses and allowances amounted to THB 39.30
million.

  Other Remunerations

  -None-

Directorships and Executive Development

The company has provided training and human resources development
programs for all of its personal through internal and external training.
It allows the board to participate in its operations and ventures.
Corporate directors and executives have participated in training courses
organized by accredited institutions, such as Chairman Program, Director
Accreditation Program (DAP), and Director Certification Program (DCP)
provided by Thai Institute of Directors (IOD), also basic courses for
the audit committee, courses offered by the Stock Exchange of Thailand,
and cutting-edge management courses offered by other professional
institutions. In 2013, the independent director attended the Monitoring
the Internal Audit Function (MIA) and Anti-Corruption for Executive
Program (ACEP) provided by Thai Institute of Directors (IOD).

New directors are required to complete training and orientation
providing important knowledge and skills that are crucial for their
directorships. Once there are business expansions or new ventures, the
company invites corporate directors to visit the sites and monitor the
progress regularly. This is to enhance confidence among shareholders.

Succession Plans

The corporate board of director realizes that succession plans become
necessary in case the managing director or top executives are not able
to work. To ensure readiness for the circumstance, the Company has
prepared its human resources to be able to take on different
responsibilities assigned in order to appropriately cover for their
colleagues or fulfill their new positions. Executives are given
opportunities to learn about the work outside their fields. This is to
enable them to fill in assignments for their colleagues who are unable
to take on the responsibilities. The board of directors has assigned the
nomination and remuneration committee to research and coordinate with
accredited consulting firms and professional institutions during
development and revision of succession plans.

1.  Supervision of Use of Inside Information

The company prohibits its directors and the Management from using inside
information concerning important matters including trading of
securities, information of before publication for personal gains and/or
that of others. Preventive measures against the use of inside
information are as follows:

1. The company informs executives about their obligation to disclose
security holdings and changes of the holdings of themselves, their
spouses, and their children who have not yet attained the majority
according to the Securities and Exchange Act B.E. 2535, article 59 and
statutory penalty, article 275.

2. Circular notices are sent to executives advising those who receive
important inside information that affects prices of securities not to
trade corporate securities within that one month and not to disclose the
important inside information before the corporate financial statements
or the particular information is publicized.

3. Should there be any changes in security holdings of the company’s
directors and executives, the changes must be reported to the board of
directors in security holdings matter on the agenda.

4. Important inside information and confidential documents saved as hard
copies or soft files are protected and access is limited to top
executives only when necessary. If any inside information needs to be
disclosed to corporate employees, the employees will be informed
properly about the limitation of the use of that information. An
employee who discloses corporate confidential information will be
penalized.

5. To monitor irregularity in corporate operating results, random
examination is done to security trade, the company’s information system
and outside information sources.

2.  Personnel

Information concerning the company’s personnel as of October 31, 2014 is
as follows:

Consolidated Parent company

2014 2013 2014 2013

Average Number of Employees (Persons)

During Production Season 6,694 6,133 2,158 1,960

During Normal Period 5,280 4,121 1,704 1,564

Expenses related to employees (Million THB) 1,508.47 1,352.06 522.22
365.51

As of 31 October 2014, the company had no significant labor disputes
that may have a potential negative impact on its operations.

Personnel Development Policy

The company has always valued its human resources. Policies on
continuous training and human resource management have been established.
The aims are to help employees reach their potential, ensure
effectiveness at work, and allow them to grow in their fields. All
employees are required to receive training that is in line with the
company’s direction and strategies. Training is well planed and always
financially supported by the company which are held in the company and
outside by other institutions. Also, the Company encourages the
communication to transfer and share knowledge between employees in the
organization (Knowledge Management).

In addition, the company has focused on developing better quality of
life of employees. Also, the company has focused more on developing
employees' knowledge and understanding about health and environmental
safety in the workplace.

  9. Corporate Governance

1.  Policy of Corporate Governance

The Company set the policy of Corporate Governance includes Rights of
shareholders, Equitable treatment of shareholders, Role of stakeholders,
Disclosure and transparency, and Role and Responsibilities of the Board
of Directors which include organization structure, qualification and
structure of the Board of Directors and other committees such as the
Board of Executive Directors, Audit Committee, Nomination and
Remuneration Committee, Risk Management Committee, and Corporate
Governance Committee. Also, this policy covers the board meetings, board
self-assessment, and remuneration for directors and executives.

In addition, the Board of Directors has approved the issuance of
corporate governance manual which details procedure for reporting
misconduct, fraud, investigation of fraudulent activities, and
protection of informants. In 2014, the Office of Risk Management and
System Development has used the manual to further the knowledge and
understanding of the Company’s management and employees through training
at all seven sites of operation. Both the Corporate Governance Committee
and the Office of the Company Secretary and Legal will take the advice
and suggestions from the Thailand’s Stock Exchange and the Thai
Institute of Directors (IOD) into consideration and when applicable,
will make necessary suggestions for improvement to the Board of
Directors.

2.  Anti-Corruption Process

On 26 September 2014 the Chairman of the Board of Directors had signed a
letter of intent and acknowledged the commitment terms set by the
Private Sector Collective Action Coalition Against Corruption group that
seeks to deter all types of corruption activities within the private
sector. At the moment, the Company is in the process of improving its
manual, documents, and work processes to the alignment of the said
commitment terms and its self-assessment guideline. The Company will
submit its improvements to the Private Sector Collective Action
Coalition Against Corruption Council (CAC) for further consideration and
endorsement.

3.  Organization Structure

[]

1.  Board of Directors

As of October 31, 2014, the Company's Board of Directors comprises of:

1.  Mr. Manu Leopairote Chairman and Independent Director

2.  Mr. Chamroon Chinthammit Director

3.  Mr. Prapas Chutimavoraphand Director

4.  Mr. Pornsin Thaemsirichai Director

5.  Mr. Sukhum Tokaranyaset Director

6.  Mr. Thawatchai Rojanachotikul Director

7.  Mrs. Intira Sukhanindr Director

8.  Ms. Duangdao Chinthammit Director

9.  Mr. Somchai Chinthammit Director

10. Ms. Duangkae Chinthammit Director

11. Mr. Chalush Chinthammit Director

12. Mr. Chatri Chinthammit Director

13. Mr. Somchat Chinthammit Director

14. Mr. Tachpong Pakornsiriwongs Director

15. Mr. Pramoon Vichiensin Independent Director

16. Pol. Gen. Boonpen Bumpenboon Independent Director

17. Mr. Sitti Leelakasamelurk Independent Director

18. Mr. Karun Kittisataporn Independent Director

19. Mr. Worapatr Todhanakasem Independent Director

20. Ms. Nongluck Phinainitisart Independent Director

21. Mr. Trakarn Chunharojrit Director/

  Company Secretary (Ended 28/03/2015)

The company has 21 directors, of which 9 are non-executive directors and
7 are independent directors. The Board of Directors is in charge of
managing and governing the company's operations according to law, rules
and regulations of the Stock Exchange of Thailand, the Securities and
Exchange Commission, Capital Market Supervisory Board, and the company's
objectives and requirements. The Board performs their duties with
integrity and diligence.

The Board of Directors is appointed by the company’s shareholders. The
Board has established the Corporate Secretary Office to recommend and
assist the Board to conduct their duties in compliance with relevant
rules, regulations and corporate governance. The office also coordinates
and ensures that corporate shareholders receive appropriate treatment.

  Scope of Duties and Responsibilities

1.  Manage corporate operations for shareholders' optimum benefits.
    Fulfill duties with due diligence and integrity. Comply with the
    law, objectives, requirements and resolutions of the shareholders'
    meeting. Disclose to shareholders information Thai is correct,
    complete and transparent.

1.  Appoint or replace executive directors.

2.  Determine policies, strategies, and directions of the Company.
    Ensure the Management’s compliance with the policies, strategies,
    and directions determined with effectiveness and efficiency in order
    to maximize shareholders’ wealth and sustainable growth.

3.  Consider and make decisions concerning significant matters, for
    instance, business plans, budgets, major investment projects,
    administrative power, and any other articles required by related
    laws.

4.  Evaluate the Management’s performance and determine the Management’s
    remunerations.

5.  Be responsible for operation results and the work of the Management.

6.  Establish an accounting system, financial reports, and reliable
    audits. Ensure that there are procedures for internal control
    evaluation, effective and efficient internal audits, risk
    management, financial reports, and follow-ups.

7.  Prevent any conflicts of interest between interested persons and the
    Company.

8.  Ensure that the business is operated with integrity.

9.  Issue requirements and regulations considering the Company’s
    internal activities.

10. Present a full statement on responsibilities of the Company’s Board
    of Directors in preparing the annual report together with the
    audited financial statements and other significant matters in line
    with the SET Code of Best Practice for Directors of Listed
    Companies.

11. May appoint any other individual or other committees to function in
    the Company’s operation under the Board’s supervision or a power of
    attorney within a period approved by the Board. The authorization
    can be terminated, canceled, changed, or amended.

12. Supervise the Company’s day-to-day operations.

In 2014, the committee had 6 meetings.

1.  The Board of Executive Directors

As of October 31, 2014, the Company’s Board of Executive Directors
consists of:

1)  Mr. Chamroon Chinthammit Chairman

2)  Mr. Prapas Chutimavoraphand Executive Director

3)  Mr. Pornsin Thaemsirichai Executive Director

4)  Mr. Sukhum Tokaranyaset Executive Director

5)  Mr. Thawatchai Rojanachotikul Executive Director

6)  Ms. Duangdao Chinthammit Executive Director

7)  Mr. Somchai Chinthammit Executive Director

8)  Ms. Duangkae Chinthammit Executive Director

9)  Mr. Chalush Chinthammit Executive Director

10) Mr. Trakarn Chunharojrit Executive Director

11) Mrs. Intira Sukhanindr Executive Director

12) Mr. Tachpong Pakornsiriwongse Executive Director

  The Chairman of the Board of Executive Directors appoints the
  secretary of the Company’s Board of Executive Directors.

Scope of the Board of Executive Directors' Duties and Responsibilities

1.  Determine policies, directions, strategies, and main management
    structures for the Company’s operations that suit and support the
    economy and competition, as defined and announced to corporate
    shareholders. Submit the proposed policies, directions, strategies,
    and structures to the Board of Directors for approval.

2.  Determine business plans, budgets and administrative power of the
    Company to be submitted to the Board of Directors for approval.

3.  Establish organizational structures and manpower policy including
    overviews of recruitment, training, employment, succession planning,
    performance evaluation, and remuneration criteria for all corporate
    employees.

4.  Examine and monitor policies and management plans to ensure their
    effectiveness and suitability for the Company's operations.

5.  Monitor the Company’s performance to ensure compliance with the
    approved business plans.

6.  Consider large investment projects of the Company in accordance with
    the provided guidelines for project approval.

7.  Conduct financial transactions with financial institutions involving
    account opening, borrowing, pawning, mortgages, guarantees, and
    other activities including property trading and land ownership
    registration according to specified objectives and amounts of money
    in order to facilitate the Company’s operations.

8.  Monitor the development of managing systems and risk management of
    each division.

9.  Carry out tasks assigned by the Board of Directors.

Any power mentioned above given to the Board of Directors shall be under
the law and the Company’s regulations. Any activities that benefit/may
benefit or affect interests of any executive director or individual, or
that may lead to conflicts of interest (according to the SEC
Notification), are required to be presented by the Board of Executive
Directors to the Board of Directors for consideration. The particular
executive director and the interested individual shall not be allowed to
vote in the meeting concerning the matter.

In 2014, the committee had 12 meetings.

1.  Audit Committee

  As of October 31, 2014, the Audit Committee comprises of:

1)  Mr. Sitti Leelakasamelurk Chairman

2)  Mr. Karun Kittisataporn Director

3)  Mr. Worapatr Todhanakasem Director

4)  Ms. Nongluck Phinainitisart Director

The Chairman of the Audit Committee shall appoint the secretary of the
audit committee.

Scope of Duties and Responsibilities:

1.  To review and ensure that the disclosure of information in financial
    statements are accurate and adequate

2.  To review the Company's internal control system and internal audit
    system ensuring their appropriateness and effectiveness

3.  To review and ensure that the Company's operations are in compliance
    with securities and stock exchange laws, the SET regulations, or
    other laws applicable to corporate businesses

4.  To consider, select and nominate the external auditor; and propose
    the external auditor's remuneration

5.  To review the Company's disclosure in case of related party
    transactions or transactions that may lead to any conflict of
    interest and ensure that the disclosed information is correct and
    complete

6.  To perform any duties as assigned by the Board of Directors and
    agreed upon by the Audit Committee, such as reviewing financial
    management and risk management policies, reviewing Management's
    compliance with business ethics, and reviewing with Management
    important reports to be presented to the public as prescribed by the
    law, i.e. Management’s reports and analyses, etc.

7.  To prepare reports of the Audit Committee for disclosing in the
    Company’s annual report in which shall be signed by the Chairman of
    the Audit Committee and consist of at least the following
    information :

1.  Opinions on accuracy, completeness and reliability of the Company’s
    Financial Statements

2.  Opinions on adequacy of the Company's internal control system

3.  Comments the Company's on compliance with laws on securities and the
    Stock Exchange of Thailand, the Set requirements, or laws applicable
    to the Company's businesses

4.  Comments on suitability of the auditor

5.  Comments on transactions that may lead to conflicts of interest

6.  Numbers of the Audit Committee meetings and attendances of each of
    the Audit Committee members

7.  Comments or overview observation which the Audit Committee has
    obtained from performing in compliance with the Charter

8.  Any reports considered appropriate for notifying corporate
    shareholders and general investors under the scope, duties and
    responsibilities as assigned by the Board of Directors

8.  To report routine activities in order that the Board of Directors
    shall acknowledge the Audit Committee’s activities as follows:

1.  The Audit Committee’s minutes of meetings clearly specifying the
    Committee’s comments on different matters

2.  The report on the Committee’s opinions on corporate financial
    statements, internal audit and internal audit procedure

3.  Any report considered appropriate for acknowledgement of the Board
    of Directors

9.  In performing its duties, should the Audit Committee find any
    doubtful transactions or conducts as shown below which may cause a
    significant impact to the Company’s financial status and operating
    results, it should report to the Board of Directors for improvement
    and correction within time frames it deems appropriate:

    1.  Conflict of interest transactions

    2.  Any suspicion or presumption of corruption, abnormality, or
        fault which are significant in the internal audit system

    3.  Any suspicion that there might be non-compliance with securities
        and stock exchange laws, the SET regulations, or laws applicable
        to the Company's businesses. Should the Audit Committee report
        to the Board of Directors matters that significantly affect the
        Company’s financial status and operating results, and discussion
        between the Committee and the Board of Directors on improvement
        and correction occurs, after the agreed due date, the Audit
        Committee finds that the matters have not been acted upon
        without any good reasons, one of the Committee’s members may
        further report the finding to the Securities and Exchange
        Commission and the Stock Exchange of Thailand.

10. In case that the auditor finds any doubtful acts committed by a
    director, manager or any person responsible for the Company’s
    operations that might be non compliant with the law and reports to
    the Audit Committee the fact about such conducts for acknowledgement
    and prompt inspection, the Audit Committee shall then notify the
    outcome of preliminary inspection to the SEC, SET and the auditor
    within 30 days after being notified by the auditor report. Reporting
    of doubtful acts and the procedure to gain the facts on such acts
    shall be in line with the Capital Market Commission’s regulations.

11. To have authority to invite directors, Management, department heads
    or employees to discuss or answer the Audit Committee’s inquiries

12. To review the scope of authority and responsibilities, and appraise
    the Audit Committee’s performance on a yearly basis

The Audit Committee is required to hold at least four meetings a year
and serve a two-year term.

The Audit Committee: Qualifications of the Audit Committee are in line
with relevant SET requirements. All Audit Committee members are
independent directors. Mr. Sitti Leelakasamelurk, Chairman of the Audit
Committee, possesses sound knowledge, understanding, professional
experience in accounting and finance. In 2014, the committee had 6
meetings, and reports on their work were regularly completed.

9.3.4 Nomination and Remuneration Committee

As of October 31, 2014, the Nomination and Remuneration Committee
consists of:

1)  Mr. Pramoon Vichiensin Chairman

2)  Mr. Karun Kittisathaporn Director

3)  Mr. Somchat Chinthammit Director

4)  Ms. Duangdao Chinthammit Director

The Chairman of the Nomination and Remuneration committee shall appoint
the secretary of the Nomination and Remuneration committee.

Scope of Duties and Responsibilities:

1.  Determine policies, regulations, and procedures for nomination of
    directors and executives including remunerations and other benefits
    in accordance with their responsibility, the operating results of
    the Company, the normal practices in the same industries and as
    indicated in the Board of Executive director’s policy.

2.  Select and nominate qualified personnel to the Board of Director for
    consideration and appointment of directors, directors in committees,
    executives including other committees.

3.  Review and give recommendations to the Board of Director
    corresponding to the organization structure, size and members of the
    Board of Director.

4.  Develop guidelines for evaluating performance of directors and
    executives in order to determine appropriate annual remunerations
    corresponding to their duties, responsibilities, and risks.

5.  Supervise to disclose reports of the work of the Nomination and
    Remuneration Committee in the corporate annual report.

The Nomination and Remuneration Committee is delegated a three-year term
and required to be held at least two meetings in a year.

The Nomination and Remuneration Committee: The Company required that the
Remuneration Committee and Nomination Committee be combined. The
Chairperson and the majority of the committee members shall be
independent directors. Directors serve in this committee have expertise
in several fields, such as governance, law, and human resource
management. In 2014, the Nomination and Remuneration Committee had 2
meetings, and reports on their work were regularly completed.

9.3.5 Risk Management Committee

As of October 31, 2014, the Risk Management Committee comprises of:

1)  Pol. Gen. Boonpen Bumpenboon Chairman

2)  Mr. Sitti Leelakasamelurk Director

3)  Mr. Worapatr Todhanakasem Director

4)  Mr. Chalush Chinthammit Director

As its position, the head of Risk Management Office is a secretary of
the Risk Management Committee.

Scope of Duties and Responsibilities:

1.  Develop policies to be considered by the Board of Directors
    regarding the overall corporate risk management that covers the
    Company’s major risks, such as market risk, liquidity risk,
    management risk, investment risk, and reputation risk.

2.  Design strategies in line with risk management policies to monitor
    and evaluate the corporate risk amount, as well as maintain the
    appropriate risk level.

3.  Review the adequacy of risk management policies and system, as well
    as effectiveness of the system and policies practiced.

4.  Provide recommendations in line with policies and strategies
    determined by the Board of Directors and present those
    recommendations to the Board.

The Risk Management Committee is delegated a three-year term and
required to be held at least two meetings in a year.

The Risk Management Committee: The Board requires most of the Risk
Management Committee members and the Chairperson to be independent
directors. Directors serve in this committee have expertise in several
fields, such as accounting and finance, management, investment, and
corporate businesses. In 2014, the Risk Management Committee had 3
meetings, and reports on their work were regularly completed.

9.3.6 Corporate Governance Committee

As of October 31, 2014, the Corporate Governance Committee comprises of:

1.  Mr. Worapatr Todhanakasem Chairman

2.  Pol. Gen. Boonpen Bumpenboon Director

3.  Mr. Karun Kittisataporn Director

4.  Ms. Nongluck Phinainitisart Director

Scope of Duties and Responsibilities:

1. Propose corporate governance conduct to the Board

2. Advise corporate governance matter to the Board

3. Monitor the Board and management to comply with corporate governance
policy

  4. Review the corporate governance policy comparing with the
  international practice and recommend to the Board.

  5. Assign the corporate governance policy to the working group

The Corporate Governance Committee is delegated a two-year term and
required to be held at least two meetings in a year.

The Corporate Governance Committee: set up in June 2013 and all
Corporate Governance members are independent directors. The Chairman has
expertise in governance, management, and investment in 2014, the
Corporate Governance Committee had 2 meeting.

Responsibilities of the Board of Directors

1. The structure of the Board consisted of 21 directors. 7 out of 21 are
independent directors of which one is the Chairman of the Board but not
the Managing Director. The company’s Board of Directors possesses skills
and expertise in various fields, such as accounting, finance, law,
governance, production technology, personnel, purchasing, marketing,
real estate, internal audit, and information technology. Detailed
profiles, qualifications, experiences, and ownership of directors are
included in Form 56-1.

Category of Directors

  ----- ------------- ------------------ ----------------- --------------- ------------- -----------
  No.   Name-Family                      Category of                                     
        Name                             Director                                        

                                         Shareholder       Non-Executive   Independent   Executive
                                         Representatives   Director        Director      Director

  1     Mr. Manoo     Leopairote                           /               /             

  2     Mr. Chamroon  Chinthammit        /                                               /

  3     Mr. Prapas    Chutimavoraphand   /                                               /

  4     Mr. Pornsin   Thaemsirichai      /                                               /

  5     Mr, Somchai   Chinthammit        /                                               /

  6     Mrs. Intira   Sukhanindr         /                                               /

  7     Mr. Trakarn   Chunharojrit       /                                               /

  8     Ms. Duangkae  Chinthammit        /                                               /

  9     Ms. Duangdao  Chinthammit        /                                               /

  10    Mr. Tachpong  Pakornsiriwongse   /                                               /

  11    Mr. Chatri    Chinthammit        /                 /                             

  12    Mr. Chalush   Chinthammit        /                                               /

  13    Mr. Sukhum    Tokaranyaset       /                                               /

  14    Mr.           Rojanachotikul     /                                               /
        Thawatchai                                                                       

  15    Mr. Somchart  Chinthammit        /                 /                             

  16    Mr. Pramoon   Vichiensin                           /               /             

  17    Pol.Gen.      Bumpenboon                           /               /             
        Boonpen                                                                          

  18    Mr. Sitti     Leelakasamelurk                      /               /             

  19    Mr. Karun     Kittisataporn                        /               /             

  20    Mr. Warapatr  Todhanakasem                         /               /             

  21    Ms. Nongluck  Phinainitisart                       /               /             

        Total                            14                9               7             12
  ----- ------------- ------------------ ----------------- --------------- ------------- -----------

2. It is required that during the annual general meeting, one third
(1/3) or close to one third of corporate directors resign. Each
director’s term is three years. In case that the Board serves until the
end of its term and the new Board has not yet been appointed, the former
Board still continues to work until the new Board has been appointed.
The company has not determined how many terms the Board can
consecutively serve. The Nomination and Remuneration Committee is
considering this matter in relation to feasibility of selecting
personnel with experience specific to the company’s business to serve in
the Board.

3. The Board of Directors has established the following committees: the
Audit Committee, the Nomination and Remuneration Committee, the Risk
Management Committee, and the Corporate Governance Committee, as well as
defined their functions and responsibilities. For transparency and
independence in the work, the majority of the committee members are
independent directors, and chairs of the committees are independent
directors. To maintain true independence of the corporate committees,
the Chair of the Board is not the chair or a member of those committees.
The committees serve 2 years. In case that a committee serves until the
end of its term and a new committee has not yet been appointed, the
former committee still continues to work until a new committee has been
appointed. At the end of their term, if a director is not re-elected,
their position in their current committee shall end automatically. If
there is a new director in a committee, that director shall remain in
the position as long as the committee’s term.

4. The board requires that a director must not operate or have any
position in any ordinary partnership, or be a general partner in limited
partnership, or be a director in any other limited company or public
company limited that operates businesses of the same nature and that is
the company’s direct and indirect competition, unless the information
about their positions is disclosed in the annual general meeting before
the appointment. The requirement is applied to corporate executives as
well.

5. The company’s vision, missions, strategies, goals, business plans,
budgets, internal control, internal audit, and risk management have been
governed with effectiveness and efficiency. The current corporate vision
has been reshaped from being a sugar manufacturer to a producer of
alternative energy which is environmentally friendly. The new vision is
based on the idea that sugar is an energy source for human beings.
Ethanol fuels automobiles. Fertilizer nourishes plants. Electricity
energizes appliances. Corporate investments are in line with such
vision.

6. The board has established corporate governance policy as follows:
“The company is committed to corporate governance to build trust among
shareholders, employees, and customers, as well as to create sustainable
competitive advantage. It emphasizes internal control, internal audit,
and risk management, as well as ensures that managements implement
policies effectively in compliance with legislation and business
ethics.” The policy has been communicated throughout the Company. The
company ensures that its personal understands and complies with the
corporate governance. The work and corporate policies are always
evaluated and reviewed annually.

7. The board has set a written ethics and codes of business conduct for
the company’s directors and employees, which cover key matters, such as
honesty, integrity, conflicts of interest, and compliance with laws.
Compliance to the codes is monitored, and penalties are defined. Each
year the Company’s human resources department evaluates, reviews, and
revises the codes of conduct.

8. Conflicts of Interest Prevention, The board of directors thoroughly
considers and deals with transactions with (potential) conflicts of
interest. The audit committee considers related-party transactions
according to the SET legislation and procedure. Stakeholders in
transactions are not allowed to decide on those particular transactions,
which are fully and accurately disclosed in annual reports and from
56-1.

9. Efficient Administrations and Internal Control, the company’s
internal control unit has been formed to ensure effective operations,
accurate and reliable information, compliance with legislation,
efficient and effective use of corporate resources, and protection and
corporate assets. The corporate internal audit provides analyses,
audits, evaluations, advice, and recommendations to support corporate
activities. The audit committee independently reviews and audits
adequacy and efficiency of the company’s internal control and internal
audit once a year. The opinions on the corporate internal control system
are included in the annual report.

10. Risk Management, the risk management committee engages in
establishing the total risk management. Adequacy and efficiency of the
company’s risk management system will be reviewed at least once a year.
The early warning system will be in place for irregularity scanning.

11. The board of director sets at least 4 board meeting every 3 months,
and 2 additional meetings: one is a meeting before one month of annual
shareholders’ meeting and the other one is a meeting for annual budget,
each director of the board is notified in advance. For the flow of the
company’s operations, there are monthly executive meetings where the
board entitles the meeting to make decisions. In every board meetings,
the board of directors is informed about matters that have been approved
by the Company’s executive meeting to ensure that the board is able to
supervise, control, and monitor the work of managements on a regular
basis.

In board meetings, the chairman, managing director, and secretary
consider agendas. This is to ensure that the agendas cover important
matters. Each director may propose agendas independently.

The board’s secretary sends meeting documents to each director in
advance of the meeting date. The documents are concise. Confidential
issues that cannot be disclosed in writing or prior to the meetings are
brought to be discussed during the meetings.

In a board of directors meeting, the chairman of the board allocates
adequate meeting time for managements’ presentations and comprehensive
directors’ discussions. The chairman encourages careful consideration in
the meeting. Directors pay attention to each issue presented in the
meeting, including issues concerning governance of the company. Top
executives from different departments attend the board meeting to
present details on the issues that they are responsible for in order to
facilitate the Board’s decision-making. The Board also has a chance to
know more about the top executives, as well as has access to important
additional information through the top executives. Directors may request
more information about issues in the meeting from the company’s
secretary.

Minutes of the board of directors’ meetings include such important
matters as dates, times, names of directors who are present and absent,
summaries of proposals, summaries of discussions and remarks,
resolutions, opinions from directors who disagree, names of people
preparing minutes, and names of those approving minutes. The minutes are
bound and easy to retrieve. They cannot be changed. Numbers of the board
meetings and attendance are disclosed. The board sets a meeting every 3
months in a year, and the executive committee has monthly meetings
concerning the company’s operating results. Information from the
executive committee meetings is presented to the corporate board of
directors.

In 2014, the board evaluated its works according to the applicable SET
evaluation criteria. Also, there were evaluations of directors in groups
and individually. The board considered the evaluation results and put
forward recommendations for improvement.

1.  Selection of Directors and Management

    1.  The nomination and remuneration committee has determined that an
        independent director: (1) must possess an amount of shares that
        does not exceed 0.5% of the total of voting shares; (2) must not
        involve in corporate management and must not be an employee or
        advisor including an audit advisor, a legal advisor, or any
        other type of advisor receiving salary, or a person with
        controlling power over the company, its subsidiaries and
        associates, or a person who may have conflicts of interest or
        may hold a stake in that manner not less than 2 years; (3) must
        not have any business relationship, interest or stake both
        direct and indirectly; (4) must not be a close relative or have
        other type of relationship with management and major
        shareholders that might result in lack of independence. Such
        requirements, which are stricter than other general
        requirements, have been approved by the company’s board.

    2.  In the last fiscal year, the independent directors did not have
        any business relationship or provide any professional services
        to the Company.

    3.  Nomination of Directors and Top Management Executives

The Nomination and Remuneration Committee has determined policies,
regulations, and procedures for nomination of directors in order to
select and nominate qualified personnel to the Board of Director and
shareholder for consideration in annual general shareholders’ meeting.
However, the criteria for consideration must be not less than the
qualifications specified in Section 68 of the SEC ACT B.E. 2535
(including the revised version) and related announcements of the SEC.
The election of directors is organized in line with the following
Company’s regulations:

1.  The corporate Board of Directors consists of at least four
    directors, which not less than half of the number of directors must
    reside in the Kingdom. The directors must be qualified individuals
    who do not possess characteristics as prohibited by the laws.

2.  The election of directors by the shareholder meeting is in line with
    the majority of votes, and the following regulations and procedure:

(a) One vote per share is allowed for a shareholder.

(b) Shareholders vote for each individual nominated as a director. The
    number of vote(s) received by each nominee does not exceed the
    number of share(s) held by the particular voter, as specified in
    (a). The shareholder cannot allot any of their share(s) to any other
    individual. Directors are those individuals receiving the highest
    votes. Should the individuals receive the same number of votes where
    only one place for a director remaining, the chairperson shall be
    granted the final vote.

    1.  In an annual general meeting, one third of the directors are
        required to resign. If the total number of directors does not
        allow such division, the number of directors to resign should be
        at the closest to one third of the total.

    1.  Company Secretary

On 28 March 2014, the Board of Directors had appointed Mr. Dhajjai
Subhapholsiri as the Company Secretary whose duties includes legal
advisory to the directors and the responsibilities of the directors in
arranging board of director meeting, shareholder meeting, and meeting
reports and all other works required by the law. The Board of Directors
believed that Mr. Subhapholsiri is capable and qualified for the
appointed position of Vice President- Office of Company Secretary and
Legal.

Additionally, the supported the Company Secretary to gain more knowledge
and training in law and company secretary duties as well as disclosing
his qualifications and experiences within the Company’s annual report.

2.  Governance for subsidiaries and associates performance

    1.  In order to comply with governance and protect the Company’s
        investment, the Board appoints the director as agent to be the
        director in subsidiaries and associates as to the shareholding
        portion which pass the Board meeting resolution.

    2.  The directors who act as agent of the Company shall participate
        in decision of policy such as investment.

3.  Use of inside information

According to Corporate Governance policy, the Company prohibits its
directors, the executives, and employees from using inside information
concerning important matters including trading of securities before
publication for others or personal gains. Directors, executives, and
employees have the right to trade corporate a security within one month
before the corporate financial statements is publicized.

4.  Auditor fee

In 2014, the Auditor fee of the Company and subsidiaries shall be the
amount of THB 7,190,000.- and other fees shall be the amount of 200,000
baht

5.  Good Corporate Governance Practices

The Board of Directors considers the importance of corporate governance
and understands its functions, duties, and responsibilities to the
Company, shareholders and stakeholders, as well as observes the Stock
Exchange of Thailand’s Code of Best Practice for the Director’s of
Listed Companies as follows:

Rights of Shareholders and Equitable Treatments of Shareholders

1. The Company always respects rights of its shareholders: basic
shareholder rights as prescribed the law, ownership right through
appointment of the Board of Directors, and other rights as appropriate.
The Company takes care of its shareholders more than legal requirements,
such as provision of information, news, updates through the corporate
website. Important news for shareholders is notified by letters.
Shareholders are welcome to visit the Company by request.

2. The Company provides shareholders, prior to a meeting, with
information on the date, time, venue, and all agenda items concerning
issues to be decided. A notice of a meeting and support documents are
sent to corporate shareholders at least 7 days in advance. The notice
for the 2011 shareholders meeting was posted on the Company’s website so
that shareholders could study all the information prior to receiving the
notice in documentation.

3. The Company’s website where corporate shareholders and those
interested may download corporate financial information, corporate
profiles, and meeting information is www.kslsugar.com. Inquiries and
requests for further information may be e-mailed to ir@kslgroup.com.

4. The Company facilitates and encourages its shareholders to exercise
their rights and votes. There are two closing times of the transfer
book. The transfer book is closed for shareholders’ right to attend a
shareholders’ meeting, allowing the shareholders to consider and approve
the annual dividend payment. The book is closed again for shareholders’
right to receive dividends, allowing the shareholders to choose whether
they will hold the stocks for the dividends or not. Shareholders
meetings are organized at convenient venues. The Company has chosen to
hold annual general meetings at hotel in the middle of Bangkok, near the
Company’s head office. The meetings are notified in newspapers.
Shareholders can register about one hour prior to each meeting. Should a
shareholder not be able to physically present at a meeting, they may
appoint their proxy or an independent director as their proxy to attend
and vote in the meeting.

5. The Company held the Annual General Meeting 1/2012 on February 28,
2012, where all 21 directors were present. Corporate shareholders were
given opportunities to directly inquire the corporate directors and
committees. The Company does not deprive its shareholders of access to
corporate information. All important information, for instance, is
included in distributed notices without any last-minute addition of
agendas or changes in important matters. Shareholders who arrive late
are always allowed to attend meetings.

6. The Company allows its shareholders to propose matters to be included
in a meeting’s agenda, prior to the meeting, with requirements and
procedures. For instance, there shall be at least 5% of total shares. A
meeting agenda is presented in detail. Criteria for approving or
rejecting proposed matters as part of meetings’ agendas are stated
clearly. There are channels and periods of time for accepting
shareholders’ proposals. After proposals are accepted, the Board of
Directors’ meeting will consider and select the proposals. Shareholders
will be informed about the Board’s meeting resolutions and reasons in
detail regarding the proposals through the Company’s website and
corporate shareholders did not propose any additional matters to be
included in the shareholders’ meeting agendas. Moreover, the Company
encourages its shareholders to electronically submit the Board their
inquiries related to shareholders’ meeting agendas via its website prior
to shareholders’ meeting dates.

7. The Company has facilitated nomination of candidates for corporate
directors by shareholders. Guidelines for the procedure and criteria
have been provided. For instance, registered mail can be used for
shareholders’ submission of their nominations to the Company’s
Secretarial Division. Periods of time for accepting shareholders’
director nominations are defined. Forms for nominees’ profiles are
provided. The procedure for nominees’ declaration of their consent is
explained. Detailed information regarding the nomination is posted on
the Company’s website. After nominations are accepted, the board of
directors’ meeting will consider the nominations. However, up to the
present there has been no nomination from corporate shareholders.

8. The Company provides information on a shareholders’ meeting for its
shareholders on the corporate website. Hard copies of the same
information are also sent to corporate shareholders. Shareholders’
meeting notices and support documents are sent to shareholders at least
14 days in advance.

9. In the annual shareholders meeting notice, the Company informed its
shareholders about rules and procedure of attending the shareholders’
meeting. It nominated corporate independent directors: Mr. Sitti
Leelakasamelurk and Mr. Pramoon Vichiensin as the shareholders’ proxies.
Shareholders were provided with standard proxy forms for indicating
their opinions in voting.

10. Agenda of the 2013 annual shareholders’ meeting notice covered
appointments of directors, consideration of directors’ remuneration,
appointment of an independent auditor and determination of their
remuneration, dividend payment, and other important matters, such as the
issuance and offering of the Company’s warrants, and allocation of new
ordinary shares. Necessary information for shareholders’ decision was
presented.

11. In the 2013 AGM, the Chair informed corporate shareholders about
procedures relevant to the meeting including voting procedure. The
shareholders were given opportunities to express their opinions and ask
questions. There were inquiries about the Company’s financial statements
and operating results. In director appointment, the shareholders voted
on each nominated director. Voting cards were used. The meeting was
recorded on video.

12. In minutes of the 2013 Annual General Shareholders’ Meeting, names
of all the directors physically present/absent were shown. All corporate
directors were present. Summaries of clarifications, questions, answers,
opinions, the voting procedure, and the vote count procedure were
provided. Regarding disagreement, the meeting resolution was presented
along with the total of votes in favor/ against and no vote. The minutes
were posted on the corporate website within 14 days after the AGM.

13. Regarding the use and protection of inside information, the Company
has established measures to prevent the use of inside information by
directors, management, and employees for abusive self-dealing.

14. The Company requires that a director shall not operate or have any
position in any ordinary partnership, or be a general partner in limited
partnership, or be a director in any other limited company or public
company limited that operates businesses of the same nature and that is
the Company’s direct and indirect competition, unless the information
about their position(s) is disclosed to the shareholders’ meeting before
the appointment. Directors shall inform the Company immediately about
their direct and indirect conflicts of interest arising in any corporate
contracts done between fiscal years, or due to change in their
acquisition of shares or debentures of the Company or its subsidiaries
between fiscal years. The Company encourages its directors, Management
and those related to the Board to disclose information about their
interests as part of the Board’s meeting agendas. Directors who have
interests in any issues being considered are not allowed to vote on
those particular issues.

Role of Stakeholders

Besides protecting the benefits and rights of its shareholders, the
Company realizes the significance of other stakeholders contributing to
its financial stability and sustainability. These stakeholders include,
for instance, customers, employees, trading partners, creditors, and the
surrounding community. The Company has always ensured integrity and fair
treatment for each stakeholder through its established business ethics,
such as:

Rights of shareholders: They are defined in “Rights of Shareholders and
Equitable Treatments of Shareholders” section.

Rights of employees: The Company respects its employees’ legal rights
according to the Labor Protection Act and related laws. It ensures fair
and equal treatment for all employees regardless of their ranks,
nationalities, religious beliefs, and gender. Employees are entitled to
benefits according to their positions without discrimination. For
transparency and fairness in employees’ promotions and pay raises, the
Company has established a committee comprising of Management of
different departments. To support its growth, the Company encourages its
employees’ knowledge and skill development through in-house and outside
training. Provident fund has been set for corporate employees’ security.
The Company upholds Thai Labor Standard (TLS 8001-2553) on human rights
and social responsibility. It was given full and highest accreditation
by the Department of Labor Protection and Welfare, Ministry of Labor,
with the Thai Labor Standard (TLS: 8001-2553) for seven consecutive
year.

Rights of customers: Apart from customers’ rights specified in
contracts, the Company cares about their satisfaction. Follow-up and
customer satisfaction evaluating systems have been established.
Follow-ups and satisfaction evaluations are done periodically in line
with ISO 9001: 2008 GMP, HACCP and HALAL. The aim is to promote
long-term relationships between the Company and customers.

Rights of trading partners: Most of the Company’s relationships with its
trading partners are in the form of joint ventures. The Company always
respects its trading partners’ legal rights and rights as specified in
joint venture agreements. It adheres to integrity, equality, and rights
of benefits corresponding to their investments.

Rights of creditors: The creditors’ rights specified in trade agreements
are respected. The Company has earned trust among its creditors from
ethical operations. Information and updates concerning the Company and
its financial status are provided for the Company’s creditors.

Rights of the community and environment: The Company has always been
responsible to the society and environment. It strictly complies with
applicable laws, such as environmental and factory laws. The Company
collaborates with the government sector and agencies, helps developing
public infrastructure, provides financial supports, and promotes social
activities that bring understanding and sustainable development to the
community. For instance, support and develop sustainable village
demonstration in Kanchanaburi province; educational support to technique
school in Savannaket, Lao PDR; donation to water supply village fund in
Nampong, Khon Kaen province; support young plant and seedling to schools
and villages in Nampong, Khon Kaen province; Public relations projects
by sending medical team to check-up for villagers who live nearby the
factory, Donate for the community in Khon Kaen and Loei province;
moreover factory in Khon Kaen province received the Certificate of Green
Industry by Industry Office in Loei (Ministry of Industry)

For projects that may have a potential impact on the community and
environment, the company conducts public hearings and tries to minimize
those effects. Specific procedures have been set for environmental and
social factor studies, minimizing environmental and social impact, along
with feasibility studies. For instance, sugar mill and power plant
project in Loei province in which the company had conducted public
hearings and analyses of impacts on the community and environment.

The company always realizes the importance of all groups of stakeholders
as mentioned. It also values all suggestions, opinions, and comments
that enable development, improvement and correction of the corporate
operations. All stakeholders can contact the company to report improper
incidents, complain, request for clarifications or correction, or make
any suggestions via email: ia@kslgroup.com or faxing the internal audit
office at 02-642-6092. In the previous year, there was no wrongdoing
reported to the company.

Disclosure of Information and Transparency

The company ensures that corporate information is provided correctly,
accurately, on time, and transparently through channels that are
trustworthy and equally easy to access for the public. The followings
are corporate practices:

1. Annual statements (Form 56-1) and annual reports are disclosed
through the SET channels and corporate website, www.kslsugar.com. There
are also updates related to the company and the industry posted on the
website to facilitate decision-making of those involved.

2. In the previous year, the company’s disclosure of information and
transparency were approved by the Securities and Exchange Commission and
the Stock Exchange of Thailand, as its practice was in accordance with
disclosure requirements. Effectiveness of the corporate information
disclosure procedure was evaluated by outsiders.

3. The company disclosed additional information including duties of the
Board of Directors and committees, the director and executive
remuneration policy, summarized corporate governance policy,
environmental and social policies, the company’s compliance with
established policies, summarized business ethics, and directors’
training background were disclosed.

4. A statement of the Board of Directors’ responsibilities for the
company’s financial statements is provided along with the auditor’s
report in the corporate annual report. The contents include the
certification that the company’s financial statements are fairly
presented in accordance with generally accepted accounting principles
and regulations, and that the financial statements are accurate,
complete, and true according to accounting standards. The statement is
signed by the Board Chairman and Managing Director.

5. Contents of the Company’s website consist of organizational
information, shareholding structure, the Board structure,
vision/missions, businesses and products, corporate governance policies
and compliance results, business ethics, information for investors,
environmental and social policies, annual reports, financial statements,
news and updates in both Thai and English.

6. The company is well aware of the importance of disclosing information
to investors with accuracy, transparency, and accessibility. A team set
up to coordinate communications between the company, investors, and
shareholders can be reached by email at ir@kslgroup.com or the following
contacts:

1. Mr. Meechai Piyavisadpat Telephone: 02-642-6230, ext. 279

  Email: meechai@kslgroup.com

2. Mr. Chanachai Chutimavoraphand Telephone: 02-642-6230, ext. 294

  Email: chanachai@kslgroup.com

3. Mr. Chalush Chinthammit Telephone: 02-642-6230, ext. 291

Email: chalush@kslgroup.com

To promote better understanding of the company’s businesses and
facilitates the distribution of the information to interested investors,
the company has produced an annual investor relations plan; held
quarterly analyst meetings at corporate conference room. Additionally,
meetings are organized for reporting the company’s operating results at
the Stock Exchange of Thailand in order to provide opportunities for
small investors to access corporate information and ask questions about
the operating results and progress of corporate projects. For 2014, the
Company had participated in the SET IN THE CITY project organized by
Thailand’s Stock Exchange between November 20-23, 2014.

For foreign investors, the company collaborated with securities
companies and financial analysts to prepare for various road shows
presenting its operating results and project progress. In the previous
year, the company attended conferences presenting corporate operating
results and progress in Europe and Asia in conjunction with the Stock
Exchange of Thailand. Visits to the company have been arranged for
domestic and foreign investors. Appointments can be made in advance with
the company’s investor relations team.

10. Corporate Social Responsibilities

Khon Kaen Sugar Industry Public Company Limited is strongly committed to
operating its businesses responsibly. The company’s corporate social
responsibility (CSR) programs are created to continuously support the
local communities and the environment that surrounds them. The company
believes in respecting human rights and the protecting the interests of
its stakeholders including the society and the country at large, through
ethical practice and transparent operations.

The company is determined to advance its sugar and related businesses
ethically and responsibly. Its commitment towards stakeholders,
communities, society, and environments are detailed as follow:

1.  Corporate Governance

  The company aims to become part of a leading organization in Thailand.
  To this effect, it looks to promote sustainable growth, to build good
  reputation and credibility amongst its investors and other
  stakeholders, to adopt ethical business practices and to strictly
  follow good corporate governance guidelines.

2.  Respect for Human Rights

  The company supports the principle of human rights. To this effect, it
  will conduct activities that support human rights and the right to
  freedom. The company believes in the principle of equality and will
  not tolerate discrimination of race, age, and gender. It is also
  against the use of child labor and any form of corruption. At present,
  the Company is in the process of applying for no child labor and no
  force labor workplace certification.

3.  Fair Employee Treatment

  The company will give fair compensation to its employees at the level
  that is appropriate to the industrial environment of Thailand and any
  changes in the organizational structure will be done responsibility
  and in accordance with the law of Thailand. The company created an
  Employee Benefit Committee so that its employees can participate in
  the management of the benefits that they will received. The objectives
  are to provide further benefits to employees so that they can work
  happily and more efficiently. The company also created a provident
  fund that would help employees save and invest money towards their
  retirement. In 2013, company received its TLS 8001-2546 certificate,
  the highest recognition for businesses that operate with social
  responsibility from Department of Labor Protection and Welfare of
  Thailand and has been maintaining the same standard for seven
  consecutive year. Additionally, the company created Health and Safety
  Committee to oversee the health and safety policy and practice at all
  its factories. The committee is responsible for regularly testing
  safety alarms, placing fire extinguishers at appropriate locations,
  organizing fire drills and related training.

4.  Care for the Environment

  The company has in place an environmental policy that strictly follows
  the government law and regulation as well as other environmental
  standards such that it may be able to reduce and/or eliminate waste
  systematically. It also has put in place measures to ensure the
  efficiency of its waste management and collect data to compare and
  improve its waste reduction performance. For example, at its sugar
  mills, the company use the wet scrubber technology to catch dust from
  heating the steamer; at ethanol plant, the waste water from production
  is used to mixed with filter cake (by product of making sugar) to make
  bio-fertilizer that is environmentally friendly and good for local
  cane farmers. Prior to the start of any new project that may
  negatively affect the environment and local communities, the company
  will first conduct an environmental impact assessment (EIA) first so
  that it may analyze the positive and negative results from the project
  and set policies to prevent and reduce its environmental impact.

5.  Adopt Good Business Ethics

  The company intends to conduct its operations ethically, in compliance
  with the law and societal practice, and remain politically neutral.

6.  Customer and Supplier Care

  The company place great importance in producing high quality sugar
  that is safe for human consumption. It also aims to continuously
  provide good service to its customers and suppliers and hope that in
  return, the company will receive the same high quality and service
  from them and therefore able to build a longstanding relationships.

7.  Community participation and development

  The company considers the needs of the community and the importance of
  people as vehicle of building strong and ethical communities. It
  supports activities that help educate people, build strong culture and
  society, and improve quality of everyone’s life. The company
  encourages its employees to participate and volunteer in all
  activities that will positively serve society.

Additionally, the company’s management strongly supports his majesty
King Rama 9^(th) “Sufficiency Economy” philosophy. The company
established AgriNature Center on its KSL Riverkwai estate located in
Kanchanaburi province. This center becomes a member to the AgriNature
Foundation that is founded to help people put his majesty’s philosophy
into practice. The company systematically promotes this philosophy to
its employees and to interested individuals from the communities
surrounding its factories through hands-on training at the AgriNature
Center so that they may adopt his majesty’s sufficiency economy
philosophy and used it in their daily life.

The company believes that its continuous efforts in its various
different CSR programs can help improve the quality of life of its
stakeholders and help the company and the society at large to build a
sustainable future together.

11. Internal Control and Risk Management

Internal Control

The company values strong internal control system that can adequately
protects the interest of all its stakeholders. By applying a suitable
internal control model, the company can achieve its corporate goals
effectively and efficiently in terms of its operation, financing, risk
management, and corporate governance.

At the Board of Directors meeting (6/2014) on December 23, 2014, the
Board assessed the sufficiency of the company’s internal control system
based on the report from the audit committee meeting (6/2014) on
December 19, 2014 which covered 5 area of internal control: internal
organizational control, risk assessment, information usage,
communication control, and monitoring activities that are divided into
17 categories. The Board reviewed the company’s internal control system
and considered it to be sufficient; especially in monitoring activities
of the directors and management, shareholders, and those that may be
related to them as well as the activities of the companies within the
group in order to ensure that the directors and the management do not
use the company’s assets for personal gain and/or without authorization.

Internal audit is an important part of internal control system. The
Internal Audit Committee has reviewed the Company’s activities for
compliance with the internal control system according to the assessment
processes approved by the Audit Committee to assess the sufficiency and
effectiveness of the current internal control system and reported to the
results to the Audit Committee every quarter. The Committee did not find
any conflict of interest, fraud, abnormal and/or significant defects in
the internal control system or other items that would be in violation of
the law or the regulations of the Thailand’s Stock Exchange.

On January 31, 2014, Mr. Siwarak Phinichcharomna had resigned from the
Company and hence, the Audit Committee appointed Mrs. Suwanna
Jansawaspong as Director of Internal Control Unit.

Risk Management

The company’s Risk Management Committee set the risk management policy
and process for the management to execute. The management team is
responsible for identifying risk factors and planning effective control
systems. By considering the risk factors, the management can develop a
better business model and control system that will enable it to manage
risk at an acceptable level.

During 2014, the Risk Management Committee and the Office of Risk
Management and System Development completed the following tasks:

1.  Created Corporate Governance Manual which details the policy for
    ethical business conduct and procedure for reporting misconduct,
    fraud, investigation of fraudulent activities, and protection of
    informants.

2.  Reviewed the risk management policy and manual

3.  Developed training manual on corporate governance, ethical business
    practice, and procedure for reporting misconduct, fraud,
    investigation of fraudulent activities, and protection of
    informants.

4.  Conducted training for management and employee levels at all seven
    sites of operation.

5.  Risk assessment for fraudulent activities on all seven sites of
    operation.

6.  Identified possible causes of risks and individuals responsible for
    prevention of such risks in different business departments for 2014,
    having been considered and approved by the Risk Management Committee

7.  Developed new risk analysis and assessment for 2014 as well as
    identifying basic guidelines and procedure to mitigate such risks
    and included it in the risk assessment report for the Risk
    Management Committee meeting 1/2014.

8.  Preparation meeting for Office of Risk Management and System
    Development to go train staffs in seven operation sites.

9.  Produce three risk assessment reports for 2014 that are tailored to
    each business departments in all seven sites of operation and
    distributed them to designated responsible personnel.

10. Presented risk assessment report of 2014 for the Company and
    subsidiaries to the Board to demonstrate risk items that are
    constant, decreasing, and increasing and the related causes of such
    risks so that the management can use it to better plan and mitigate
    such risks in their business units.

Additionally, the Risk Management Committee reviewed the internal audit
assessment and risk management policy according to COSO-ERM and assessed
fraudulent risk internal to the organization following the previously
mentioned guidelines and policies of good corporate governance, ethical
business conduct, procedure for reporting misconduct, fraud,
investigation of fraudulent activities, and protection of informants.
The Committee found that the internal control system of the Company and
its subsidiaries are within acceptable level and can be further
developed to align with the Company’s objectives.

12. Related party transactions

Related party transactions for the year ended 31 October 2014 and 2013
disclosed in this section comprise of transactions between the
enterprises and subsidiaries, associated, and individuals that may have
the conflict of interest as follows:

Related Party Relationship as at October 31, 2014

Subsidiaries

+------------------+---------------------------------------------------+
| Company name     | Relationship                                      |
+==================+===================================================+
| Tamaka Sugar     | Tamaka Sugar Industry Co., Ltd. is controlled by  |
| Industry Co.,    | the company which owns 90.21% of the subsidiary’s |
| Ltd.             | shares. Individuals that relate to directors of   |
|                  | the company own 9.79% of the subsidiary’s shares. |
| Manufacture and  | Therefore, related transactions between the       |
| distribution of  | company and subsidiary are not required to        |
| sugar and        | disclose because the ownership proportion is less |
| molasses         | than 10%.                                         |
+------------------+---------------------------------------------------+
| New Krung Thai   | New Krung Thai Sugar Factory Co., Ltd. is         |
| Sugar Factory    | controlled by the company which owns 95.78% of    |
| Co., Ltd.        | the subsidiary’s shares. Individuals that relate  |
|                  | to directors of the company own 4.22 % of the     |
| Manufacture and  | subsidiary’s shares. Therefore, related           |
| distribution of  | transactions between the company and subsidiary   |
| sugar and        | are not required to disclose because the          |
| molasses         | ownership proportion is less than 10%.            |
+------------------+---------------------------------------------------+
| New Kwang Soon   | New Kwang Soon Lee Sugar Factory Co., Ltd. is     |
| Lee Sugar        | controlled by the company which owns 98.61% of    |
| Factory Co.,     | the subsidiary’s shares. Individuals that relate  |
| Ltd.             | to directors of the company own 1.39 % of the     |
|                  | subsidiary’s shares. Therefore, related           |
| Manufacture and  | transactions between the company and subsidiary   |
| distribution of  | are not required to disclose because the          |
| sugar and        | ownership proportion is less than 10%.            |
| molasses         |                                                   |
+------------------+---------------------------------------------------+
| K.S.L. Real      | K.S.L. Real Estate Co., Ltd. is a subsidiary of   |
| Estate Co., Ltd. | and controlled by the company, Tamaka Sugar       |
|                  | Industry Co., Ltd. which owns 40.77% and 55.70%   |
| Housing and land | of the subsidiary’s shares, respectively.         |
| for agriculture  | Individuals that relate to directors of the       |
| estate including | company own 0.91 % of the subsidiary’s shares.    |
| holiday resort   | Therefore, related transactions between the       |
| for training,    | company and subsidiary are not required to        |
| seminar center   | disclose because the ownership proportion is less |
| and Office       | than 10%.                                         |
| building for     |                                                   |
| rent             |                                                   |
+------------------+---------------------------------------------------+
| Thai Sugar       | Thai Sugar Terminal Public Company Limited is a   |
| Terminal Public  | subsidiary of and controlled by the company which |
| Company Limited  | owns 23.82% of the subsidiary’s shares. Major     |
|                  | shareholders and directors of the company own     |
| Locating, silo   | 38.36% of the subsidiary’s shares. The company    |
| warehouse and    | also has common directors namely Mr. Prapas       |
| property rental  | Chutimavoraphand, Mr. Somchai Chinthammit and Mr. |
|                  | Chalush Chinthammit.                              |
+------------------+---------------------------------------------------+
| K.S.L. Export    | K.S.L. Export Trading Co., Ltd. is a subsidiary   |
| Trading Co.,     | of and controlled by the company, Tamaka Sugar    |
| Ltd.             | Industry Co., Ltd., New Krung Thai Sugar Factory  |
|                  | Co., Ltd. and New Kwang Soon Lee Sugar Factory    |
| Export sugar as  | Co., Ltd. which own 33.87%, 23.11%, 16.04% and    |
| exporting agent  | 9.60% of the subsidiary’s shares, respectively.   |
|                  | The company also has common directors namely Mr.  |
|                  | Chamroon Chinthammit, Mr. Thawatchai              |
|                  | Rojanachotikul, Mr. Sukhum Tokaranyaset and Mr.   |
|                  | Chalush Chinthammit.                              |
+------------------+---------------------------------------------------+
| Savannakhet      | Savannakhet Sugar Corporation is controlled by    |
| Sugar            | the company which owns 98.49% of the subsidiary’s |
| Corporation      | shares. None of major shareholders and directors  |
|                  | of the company own the subsidiary’s shares.       |
| Agricultural     | Therefore, related transactions between the       |
| Operation,       | company and subsidiary are not required to        |
| Manufacture and  | disclose.                                         |
| distribution of  |                                                   |
| sugar and        |                                                   |
| molasses         |                                                   |
+------------------+---------------------------------------------------+
| Koh Kong Sugar   | Koh Kong Sugar Industry Co., Ltd. is controlled   |
| Industry Co.,    | by the company which owns 80.00% of the           |
| Ltd.             | subsidiary’s shares. None of major shareholders   |
|                  | and directors of the company own the shares.      |
| Manufacture and  | Therefore, related transactions between the       |
| distribution of  | company and subsidiary are not required to        |
| sugar and        | disclose.                                         |
| molasses which   |                                                   |
| are during       |                                                   |
| investment       |                                                   |
| process          |                                                   |
+------------------+---------------------------------------------------+
| Koh Kong         | The Company holds shares indirectly which owns    |
| Plantation Co.,  | 80.00% of the subsidiary’s shares. None of major  |
| Ltd.             | shareholders and directors of the company own the |
|                  | shares. Therefore, related transactions between   |
| Agricultural     | the company and subsidiary are not required to    |
| Operation        | disclose.                                         |
+------------------+---------------------------------------------------+

Associates

+------------------+---------------------------------------------------+
| Company name     | Relationship                                      |
+------------------+---------------------------------------------------+
| Champion         | Champion Fermentation Co., Ltd. is an associate   |
| Fermentation     | of and controlled by the company which owns       |
| Co., Ltd.        | 32.50% of the associate’s shares. Major           |
|                  | shareholders and directors of the company own     |
| Holding company  | 18.00% of the subsidiary’s shares. Other major    |
| (the company has | shareholders are a group of Taiwanese             |
| an ownership     | businessman. The company also has common          |
| interest in      | directors namely Mr. Chamroon Chinthammit, Mr.    |
| Chantaburi       | Sukhum Tokaranyaset and                           |
| Starch Co., Ltd. |                                                   |
| which            | Mr. Thawatchai Rojanachotikul.                    |
| manufacture and  |                                                   |
| distribute of    |                                                   |
| cassava starch)  |                                                   |
+------------------+---------------------------------------------------+

Related Companies

+------------------+---------------------------------------------------+
| Company name     | Relationship                                      |
+------------------+---------------------------------------------------+
| K.S.L. IT Center | K.S.L. IT Center Co., Ltd. is controlled by       |
| Co., Ltd.        | Chengteh Chinaware (Thailand) Co., Ltd., and Thai |
|                  | Fermentation Industry Co., Ltd., whose stakes     |
| Provide          | individually equal to 50% of K.S.L. IT Center     |
| computerized and | Co., Ltd.’s shares. The company also has common   |
| database         | directors namely Mr. Chatri Chinthammit.          |
| services to      |                                                   |
| parent company   |                                                   |
| and related      |                                                   |
| parties          |                                                   |
+------------------+---------------------------------------------------+
| Chengteh         | Chengteh Chinaware (Thailand) Co., Ltd. is        |
| Chinaware        | controlled by the same shareholder group of the   |
| (Thailand) Co.,  | company who owns 51.31% of Chengteh Chinaware     |
| Ltd.             | (Thailand) Co., Ltd.’s shares. The company also   |
|                  | has common directors namely Mr. Chamroon          |
| Manufacture and  | Chinthammit, Mr. Sukhum Tokaranyaset, Mr.         |
| distribution of  | Thawatchai Rojanachotikul, Mr. Trakarn            |
| ceramic products | Chunharojrit and Mr. Chalush Chinthammit.         |
+------------------+---------------------------------------------------+
| Thai             | Thai Fermentation Industry Co., Ltd. is           |
| Fermentation     | controlled by the same shareholder group of the   |
| Industry Co.,    | company who owns 47.10% of Thai Fermentation      |
| Ltd.             | Industry Co., Ltd.’s shares. The company also has |
|                  | common directors namely Mr. Chamroon Chinthammit, |
| Manufacture and  | Mr. Sukhum Tokaranyaset, Mr. Thawatchai           |
| distribution of  | Rojanachotikul, and Mr. Somchai Chinthammit.      |
| seasoning powder |                                                   |
+------------------+---------------------------------------------------+
| On Nuj           | On Nuj Construction Co., Ltd. is controlled by    |
| Construction     | the same shareholder group of the company who     |
| Co., Ltd.        | owns 78.50% of On Nuj Construction Co., Ltd.’s    |
|                  | shares. The company also has common directors     |
| Hotel and real   | namely Mr. Chamroon Chinthammit, Mr. Chalush      |
| estate agent     | Chinthammit, Ms. Duangkae Chinthammit, Ms.        |
|                  | Duangdao Chinthammit and Mr. Prapas               |
|                  | Chutimavoraphand.                                 |
+------------------+---------------------------------------------------+
| Company name     | Relationship                                      |
+------------------+---------------------------------------------------+
| K.K. Wood        | K.K. Wood Industry Co., Ltd. is controlled by the |
| Industry Co.,    | same shareholder group of the company who owns    |
| Ltd.             | 93.01% of K.K. Wood Industry Co., Ltd.’s shares.  |
|                  | There is no common director.                      |
| Manufacture and  |                                                   |
| distribution of  |                                                   |
| processing       |                                                   |
| products         |                                                   |
+------------------+---------------------------------------------------+
| Amarco Co., Ltd. | Amarco Co., Ltd. is controlled by the same        |
|                  | shareholder group of the company who owns 100% of |
| Distribution of  | Amarco Co., Ltd.’s shares. There is no common     |
| pesticide        | director.                                         |
| products         |                                                   |
+------------------+---------------------------------------------------+
| Sahamit          | Sahamit Machinery Public Company Limited has      |
| Machinery Public | common director namely Mr. Pornsin Thaemsirichai  |
| Company Limited  | and Mr. Karun Kittisataporn.                      |
|                  |                                                   |
| Distribution of  |                                                   |
| spare parts,     |                                                   |
| machinery, tools |                                                   |
| and equipments   |                                                   |
| for industrial   |                                                   |
| factory          |                                                   |
+------------------+---------------------------------------------------+

12.1 The following transactions were carried out with related parties:

12.1.1 Sales and purchases of goods and services including balance
transaction (for the year ended 31 October 2014 and 2013)

+----------------+---------------+-----------+---+----+--------------+
| Customers      | Sellers/      | Type of   | A |    | Necessity    |
|                | Service       | Tr        | m |    | and          |
|                | providers     | ansaction | o |    | re           |
|                |               | /         | u |    | asonableness |
|                |               | C         | n |    |              |
|                |               | onditions | t |    |              |
|                |               |           |   |    |              |
|                |               |           | ( |    |              |
|                |               |           | T |    |              |
|                |               |           | h |    |              |
|                |               |           | o |    |              |
|                |               |           | u |    |              |
|                |               |           | s |    |              |
|                |               |           | a |    |              |
|                |               |           | n |    |              |
|                |               |           | d |    |              |
|                |               |           | B |    |              |
|                |               |           | a |    |              |
|                |               |           | h |    |              |
|                |               |           | t |    |              |
|                |               |           | ) |    |              |
+----------------+---------------+-----------+---+----+--------------+
|                |               |           | 3 | 31 |              |
|                |               |           | 1 | O  |              |
|                |               |           | O | ct |              |
|                |               |           | c | 13 |              |
|                |               |           | t |    |              |
|                |               |           | 1 |    |              |
|                |               |           | 4 |    |              |
+----------------+---------------+-----------+---+----+--------------+
| Thai           | Khon Kaen     | -   Sales | 2 | 28 | The Company  |
| Fermentation   | Sugar         |     of    | 8 | ,6 | and its      |
| Industry Co.,  | Industry      |           | , | 90 | subsidiaries |
| Ltd.           | Public        |  molasses | 3 |    | sold         |
|                | Company       |           | 9 | 1  | molasses to  |
|                | Limited       | -         | 8 | ,3 | Thai         |
|                |               |   Advance |   | 96 | Fermentation |
|                |               |     r     | - |    | Industry as  |
|                |               | eceivable |   |    | raw          |
|                |               |     for   |   |    | material.    |
|                |               |     goods |   |    | The          |
|                |               |           |   |    | transactions |
|                |               |           |   |    | arose in     |
|                |               |           |   |    | ordinary     |
|                |               |           |   |    | course of    |
|                |               |           |   |    | business     |
|                |               |           |   |    | which        |
|                |               |           |   |    | carried out  |
|                |               |           |   |    | at market    |
|                |               |           |   |    | price on     |
|                |               |           |   |    | normal       |
|                |               |           |   |    | terms.       |
|                |               |           |   |    | Tamaka Sugar |
|                |               |           |   |    | Industry     |
|                |               |           |   |    | provided a   |
|                |               |           |   |    | service of   |
|                |               |           |   |    | modify       |
|                |               |           |   |    | machine to   |
|                |               |           |   |    | Thai         |
|                |               |           |   |    | Fermentation |
|                |               |           |   |    | Industry     |
|                |               |           |   |    | which        |
|                |               |           |   |    | carried out  |
|                |               |           |   |    | at cost plus |
|                |               |           |   |    | ad           |
|                |               |           |   |    | ministrative |
|                |               |           |   |    | expense.     |
+----------------+---------------+-----------+---+----+--------------+
|                | Tamaka Sugar  | -   Sales | - | 29 |              |
|                | Industry Co., |     of    |   |    |              |
|                | Ltd.          |     sugar | 2 | -  |              |
|                |               |           | , |    |              |
|                |               | -         | 4 | -  |              |
|                |               |   Service | 2 |    |              |
|                |               |     fee   | 0 |    |              |
|                |               |     of    |   |    |              |
|                |               |           | 2 |    |              |
|                |               |    modify | , |    |              |
|                |               |           | 5 |    |              |
|                |               |   machine | 8 |    |              |
|                |               |           | 9 |    |              |
|                |               | -   Other |   |    |              |
|                |               |           |   |    |              |
|                |               |  accounts |   |    |              |
|                |               |     r     |   |    |              |
|                |               | eceivable |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
|                | KSL Ago &     | -   Sales | 2 | 2  |              |
|                | Trading Co.,  |     of    | 6 | 46 |              |
|                | Ltd.          |     sugar | 5 |    |              |
+----------------+---------------+-----------+---+----+--------------+
|                | New Kwang     | -   Sales | 2 | -  |              |
|                | Soon Lee      |     of    | 8 |    |              |
|                | Sugar Factory |     sugar | , | -  |              |
|                | Co., Ltd.     |     and   | 0 |    |              |
|                |               |           | 8 |    |              |
|                |               |  molasses | 8 |    |              |
|                |               |           |   |    |              |
|                |               | -   Trade | 3 |    |              |
|                |               |           | 1 |    |              |
|                |               |  accounts |   |    |              |
|                |               |     r     |   |    |              |
|                |               | eceivable |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| K.K. Wood      | Khon Kaen     | -   Sales | 7 | 1  | The Company  |
| Industry Co.,  | Sugar         |     of    | 5 | 27 | sold other   |
| Ltd.           | Industry      |           |   |    | product      |
|                | Public        |    supply | 3 | 27 | consisted of |
|                | Company       |     and   | 6 |    | supplies and |
|                | Limited       |     parts |   | 14 | spare parts  |
|                |               |           | 3 |    | to K.K. Wood |
|                |               | -   Trade |   |    | Industry     |
|                |               |           |   |    | Co., Ltd. to |
|                |               |  accounts |   |    | put into     |
|                |               |     r     |   |    | production   |
|                |               | eceivable |   |    | process      |
|                |               |           |   |    | which        |
|                |               | Sale of   |   |    | carried out  |
|                |               | sugar     |   |    | at cost plus |
|                |               |           |   |    | ad           |
|                |               | -   Other |   |    | ministrative |
|                |               |           |   |    | expense.     |
|                |               |  accounts |   |    |              |
|                |               |     r     |   |    |              |
|                |               | eceivable |   |    |              |
|                |               |     Sale  |   |    |              |
|                |               |     of    |   |    |              |
|                |               |           |   |    |              |
|                |               |    supply |   |    |              |
|                |               |     and   |   |    |              |
|                |               |     parts |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| Khon Kaen      | Thai          | -   Sale  | 1 | 2  | The          |
| Sugar Industry | Fermentation  |     of    | , | 37 | Company’s    |
| Public Company | Industry Co., |           | 1 |    | group        |
| Limited        | Ltd.          |  chemical | 0 | -  | purchased    |
|                |               |     and   | 4 |    | chemical     |
|                |               |     water |   | 12 | product as   |
|                |               |           | 2 |    | caustic soda |
|                |               | -   Trade | 4 |    | and          |
|                |               |           | 3 |    | hydrochloric |
|                |               |  accounts |   |    | acid from    |
|                |               |           | 5 |    | Thai         |
|                |               |   payable | 4 |    | Fermentation |
|                |               |           |   |    | Industry     |
|                |               | -   Other |   |    | Co., Ltd. to |
|                |               |           |   |    | clean their  |
|                |               |  accounts |   |    | machineries. |
|                |               |           |   |    | The product  |
|                |               |   payable |   |    | price of     |
|                |               |           |   |    | Thai         |
|                |               |   (I      |   |    | Fermentation |
|                |               | ncidental |   |    | Industry     |
|                |               |           |   |    | Co., Ltd.    |
|                |               | expenses) |   |    | was less     |
|                |               |           |   |    | than the     |
|                |               |           |   |    | others from  |
|                |               |           |   |    | price        |
|                |               |           |   |    | comparison   |
|                |               |           |   |    | because they |
|                |               |           |   |    | were by      |
|                |               |           |   |    |              |
|                |               |           |   |    | product from |
|                |               |           |   |    | production   |
|                |               |           |   |    | process.     |
+----------------+---------------+-----------+---+----+--------------+
| Tamaka Sugar   |               | -   Sale  | 2 | 4  |              |
| Industry Co.,  |               |     of    | 3 | 88 |              |
| Ltd.           |               |           |   |    |              |
|                |               |  chemical | - | 2  |              |
|                |               |     and   |   |    |              |
|                |               |     water |   |    |              |
|                |               |           |   |    |              |
|                |               | -   Other |   |    |              |
|                |               |           |   |    |              |
|                |               |  accounts |   |    |              |
|                |               |           |   |    |              |
|                |               |   payable |   |    |              |
|                |               |           |   |    |              |
|                |               |   (I      |   |    |              |
|                |               | ncidental |   |    |              |
|                |               |           |   |    |              |
|                |               | expenses) |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| New Krung Thai |               | -   Sale  | 2 | 58 |              |
| Sugar Factory  |               |     of    | 3 |    |              |
| Co., Ltd.      |               |           |   |    |              |
|                |               |  chemical |   |    |              |
|                |               |     and   |   |    |              |
|                |               |     water |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| New Kwang Soon |               | -   Sale  | 8 | 20 |              |
| Lee Sugar      |               |     of    | 4 |    |              |
| Factory Co.,   |               |           |   | 8  |              |
| Ltd.           |               |  chemical | 2 |    |              |
|                |               |     and   |   |    |              |
|                |               |     water |   |    |              |
|                |               |           |   |    |              |
|                |               | -   Other |   |    |              |
|                |               |           |   |    |              |
|                |               |  accounts |   |    |              |
|                |               |           |   |    |              |
|                |               |   payable |   |    |              |
|                |               |           |   |    |              |
|                |               |   (I      |   |    |              |
|                |               | ncidental |   |    |              |
|                |               |           |   |    |              |
|                |               | expenses) |   |    |              |
+----------------+---------------+-----------+---+----+--------------+

+----------------+---------------+-----------+---+----+--------------+
| Customers      | Sellers/      | Type of   | A |    | Necessity    |
|                | Service       | Tr        | m |    | and          |
|                | providers     | ansaction | o |    | re           |
|                |               | /         | u |    | asonableness |
|                |               | C         | n |    |              |
|                |               | onditions | t |    |              |
|                |               |           |   |    |              |
|                |               |           | ( |    |              |
|                |               |           | T |    |              |
|                |               |           | h |    |              |
|                |               |           | o |    |              |
|                |               |           | u |    |              |
|                |               |           | s |    |              |
|                |               |           | a |    |              |
|                |               |           | n |    |              |
|                |               |           | d |    |              |
|                |               |           | B |    |              |
|                |               |           | a |    |              |
|                |               |           | h |    |              |
|                |               |           | t |    |              |
|                |               |           | ) |    |              |
+----------------+---------------+-----------+---+----+--------------+
|                |               |           | 3 | 31 |              |
|                |               |           | 1 | O  |              |
|                |               |           | O | ct |              |
|                |               |           | c | 13 |              |
|                |               |           | t |    |              |
|                |               |           | 1 |    |              |
|                |               |           | 4 |    |              |
+----------------+---------------+-----------+---+----+--------------+
| Khon Kaen      | K.S.L. Export | -         | 4 | 3  | Sugar        |
| Sugar Industry | Trading Co.,  |   Service | , | ,2 | exporting    |
| Public Company | Ltd.          |     fees  | 2 | 88 | has to be    |
| Limited        |               |     of    | 7 |    | made by only |
|                |               |     goods | 6 |    | company that |
|                |               |           |   |    | authorized   |
|                |               | exporting |   |    | by Cane and  |
|                |               |           |   |    | Sugar Board  |
|                |               |           |   |    | in the Royal |
|                |               |           |   |    | Gazette      |
|                |               |           |   |    | according to |
|                |               |           |   |    | the          |
|                |               |           |   |    | sugarcane    |
|                |               |           |   |    | and sugar    |
|                |               |           |   |    | act. The     |
|                |               |           |   |    | Company’s    |
|                |               |           |   |    | group and    |
|                |               |           |   |    | Prachaup     |
|                |               |           |   |    | Industry     |
|                |               |           |   |    | Co., Ltd.    |
|                |               |           |   |    | therefore    |
|                |               |           |   |    | established  |
|                |               |           |   |    | K.S.L.       |
|                |               |           |   |    | Export       |
|                |               |           |   |    | Trading Co., |
|                |               |           |   |    | Ltd. to only |
|                |               |           |   |    | be export    |
|                |               |           |   |    | agent and    |
|                |               |           |   |    | documental   |
|                |               |           |   |    | support.     |
|                |               |           |   |    | K.S.L.       |
|                |               |           |   |    | Export       |
|                |               |           |   |    | Trading Co., |
|                |               |           |   |    | Ltd. will    |
|                |               |           |   |    | charge       |
|                |               |           |   |    | service fees |
|                |               |           |   |    | at cost plus |
|                |               |           |   |    | ad           |
|                |               |           |   |    | ministrative |
|                |               |           |   |    | expenses     |
|                |               |           |   |    | according to |
|                |               |           |   |    | volume of    |
|                |               |           |   |    | goods.       |
+----------------+---------------+-----------+---+----+--------------+
| Tamaka Sugar   |               | -         | 2 | 2  |              |
| Industry Co.,  |               |   Service | , | ,4 |              |
| Ltd.           |               |     fees  | 4 | 64 |              |
|                |               |     of    | 1 |    |              |
|                |               |     goods | 1 |    |              |
|                |               |           |   |    |              |
|                |               | exporting |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| New Krung Thai |               | -         | 4 | 4  |              |
| Sugar Factory  |               |   Service | , | ,2 |              |
| Co., Ltd.      |               |     fees  | 2 | 61 |              |
|                |               |     of    | 0 |    |              |
|                |               |     goods | 3 |    |              |
|                |               |           |   |    |              |
|                |               | exporting |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| New Kwang Soon |               | -         | 7 | 2  |              |
| Lee Sugar      |               |   Service | 7 | 97 |              |
| Factory Co.,   |               |     fees  | 0 |    |              |
| Ltd.           |               |     of    |   |    |              |
|                |               |     goods |   |    |              |
|                |               |           |   |    |              |
|                |               | exporting |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| Koh Kong Sugar |               | -         | - | 8  |              |
| Industry Co.,  |               |   Service |   | 30 |              |
| Ltd.           |               |     fees  |   |    |              |
|                |               |     of    |   |    |              |
|                |               |     goods |   |    |              |
|                |               |           |   |    |              |
|                |               | exporting |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| Savannakhet    |               | -         | - | 3  |              |
| Sugar          |               |   Service |   | 01 |              |
| Corporation    |               |     fees  |   |    |              |
|                |               |     of    |   |    |              |
|                |               |     goods |   |    |              |
|                |               |           |   |    |              |
|                |               | exporting |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| Khon Kaen      |               | -         | - | 7  |              |
| Alcohol Co.,   |               |   Service |   | 41 |              |
| Ltd.           |               |     fees  |   |    |              |
|                |               |     of    |   |    |              |
|                |               |     goods |   |    |              |
|                |               |           |   |    |              |
|                |               | exporting |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| Khon Kaen      | Thai Sugar    | -         | 3 | 40 | The Company  |
| Sugar Industry | Terminal      |   Service | 2 | ,6 | needs to use |
| Public Company | Public        |     fees  | , | 75 | wharf and    |
| Limited        | Company       |     for   | 9 |    | transfer     |
|                | Limited and   |     goods | 4 | 1  | services for |
|                | its           |           | 2 | ,8 | group of     |
|                | subsidiary    |   custody |   | 40 | sugar        |
|                | company       |     and   | 1 |    | factory.     |
|                |               |           | , | 1  | Thai Sugar   |
|                |               |  transfer | 3 | 38 | Terminal     |
|                |               |           | 3 |    | Public       |
|                |               | -   Other | 3 |    | Company      |
|                |               |           |   |    | Limited      |
|                |               |    income | 4 |    | priced       |
|                |               |           | 8 |    | service fees |
|                |               | -   Other | 7 |    | of goods     |
|                |               |           |   |    | custody and  |
|                |               |  accounts |   |    | goods        |
|                |               |           |   |    | exporting    |
|                |               |   payable |   |    | were charge  |
|                |               |           |   |    | according to |
|                |               |           |   |    | volume of    |
|                |               |           |   |    | goods and    |
|                |               |           |   |    | custody      |
|                |               |           |   |    | time, which  |
|                |               |           |   |    | are general  |
|                |               |           |   |    | rates in the |
|                |               |           |   |    | market.      |
+----------------+---------------+-----------+---+----+--------------+
| Tamaka Sugar   |               | -         | 2 | 12 |              |
| Industry Co.,  |               |   Service | 4 | ,9 |              |
| Ltd.           |               |     fees  | , | 22 |              |
|                |               |     for   | 6 |    |              |
|                |               |     goods | 3 | -  |              |
|                |               |           | 8 |    |              |
|                |               |   custody |   | -  |              |
|                |               |     and   | 1 |    |              |
|                |               |           | , |    |              |
|                |               |  transfer | 9 |    |              |
|                |               |           | 8 |    |              |
|                |               | -   Other | 2 |    |              |
|                |               |           |   |    |              |
|                |               |    income | 1 |    |              |
|                |               |           | 8 |    |              |
|                |               | -   Other | 6 |    |              |
|                |               |           |   |    |              |
|                |               |  accounts |   |    |              |
|                |               |           |   |    |              |
|                |               |   payable |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| New Krung Thai |               | -         | 1 | 31 |              |
| Sugar Factory  |               |   Service | 3 | ,9 |              |
| Co., Ltd.      |               |     fees  | , | 76 |              |
|                |               |     for   | 4 |    |              |
|                |               |     goods | 3 | -  |              |
|                |               |           | 3 |    |              |
|                |               |   custody |   | -  |              |
|                |               |     and   | 7 |    |              |
|                |               |           | 0 | -  |              |
|                |               |  transfer | 5 |    |              |
|                |               |           |   |    |              |
|                |               | -   Other | 7 |    |              |
|                |               |           | 0 |    |              |
|                |               |  accounts |   |    |              |
|                |               |     r     | 5 |    |              |
|                |               | eceivable | 0 |    |              |
|                |               |     Other | 9 |    |              |
|                |               |           |   |    |              |
|                |               |  accounts |   |    |              |
|                |               |     r     |   |    |              |
|                |               | eceivable |   |    |              |
|                |               |           |   |    |              |
|                |               | -   Other |   |    |              |
|                |               |           |   |    |              |
|                |               |  accounts |   |    |              |
|                |               |           |   |    |              |
|                |               |   payable |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| New Kwang Soon |               | -         | 1 | 6  |              |
| Lee Sugar      |               |   Service | 1 | ,4 |              |
| Factory Co.,   |               |     fees  | , | 45 |              |
| Ltd.           |               |     for   | 3 |    |              |
|                |               |     goods | 3 | 61 |              |
|                |               |           | 8 |    |              |
|                |               |   custody |   |    |              |
|                |               |     and   | 1 |    |              |
|                |               |           | , |    |              |
|                |               |  transfer | 7 |    |              |
|                |               |           | 1 |    |              |
|                |               | -   Other | 9 |    |              |
|                |               |           |   |    |              |
|                |               |    income |   |    |              |
+----------------+---------------+-----------+---+----+--------------+

+----------------+---------------+-----------+---+----+--------------+
| Customers      | Sellers/      | Type of   | A |    | Necessity    |
|                | Service       | Tr        | m |    | and          |
|                | providers     | ansaction | o |    | re           |
|                |               | /         | u |    | asonableness |
|                |               | C         | n |    |              |
|                |               | onditions | t |    |              |
|                |               |           |   |    |              |
|                |               |           | ( |    |              |
|                |               |           | T |    |              |
|                |               |           | h |    |              |
|                |               |           | o |    |              |
|                |               |           | u |    |              |
|                |               |           | s |    |              |
|                |               |           | a |    |              |
|                |               |           | n |    |              |
|                |               |           | d |    |              |
|                |               |           | B |    |              |
|                |               |           | a |    |              |
|                |               |           | h |    |              |
|                |               |           | t |    |              |
|                |               |           | ) |    |              |
+----------------+---------------+-----------+---+----+--------------+
|                |               |           | 3 | 31 |              |
|                |               |           | 1 | O  |              |
|                |               |           | O | ct |              |
|                |               |           | c | 13 |              |
|                |               |           | t |    |              |
|                |               |           | 1 |    |              |
|                |               |           | 4 |    |              |
+----------------+---------------+-----------+---+----+--------------+
| Khon Kaen      | K.S.L. IT     | -         | 4 | 5  | K.S.L. IT    |
| Sugar Industry | Center Co.,   |   Service | , | ,2 | Center Co.,  |
| Public Company | Ltd.          |     fees  | 3 | 26 | Ltd. was     |
| Limited        |               |     of    | 1 |    | established  |
|                |               |     com   | 0 | 2  | for serve    |
|                |               | puterized |   | 10 | computer     |
|                |               |     a     | 1 |    | service      |
|                |               | ctivities | 4 |    | center       |
|                |               |           | 7 |    | within the   |
|                |               | -         |   |    | group        |
|                |               |   Prepaid |   |    | companies.   |
|                |               |           |   |    | The said     |
|                |               |  expenses |   |    | company      |
|                |               |           |   |    | priced       |
|                |               |           |   |    | service fees |
|                |               |           |   |    | calculated   |
|                |               |           |   |    | by           |
|                |               |           |   |    | investment   |
|                |               |           |   |    | cost and     |
|                |               |           |   |    | operating    |
|                |               |           |   |    | expense to   |
|                |               |           |   |    | allocate     |
|                |               |           |   |    | according to |
|                |               |           |   |    | actual data  |
|                |               |           |   |    | usages of    |
|                |               |           |   |    | each         |
|                |               |           |   |    | company.     |
+----------------+---------------+-----------+---+----+--------------+
| Tamaka Sugar   |               | -         | 2 | 1  |              |
| Industry Co.,  |               |   Service | , | ,6 |              |
| Ltd.           |               |     fees  | 0 | 92 |              |
|                |               |     of    | 1 |    |              |
|                |               |     com   | 8 | 58 |              |
|                |               | puterized |   |    |              |
|                |               |     a     | 5 |    |              |
|                |               | ctivities | 0 |    |              |
|                |               |           |   |    |              |
|                |               | -         |   |    |              |
|                |               |   Prepaid |   |    |              |
|                |               |           |   |    |              |
|                |               |  expenses |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| New Krung Thai |               | -         | 2 | 3  |              |
| Sugar Factory  |               |   Service | , | ,7 |              |
| Co., Ltd.      |               |     fees  | 9 | 31 |              |
|                |               |     of    | 9 |    |              |
|                |               |     com   | 5 | 1  |              |
|                |               | puterized |   | 42 |              |
|                |               |     a     | 1 |    |              |
|                |               | ctivities | 2 |    |              |
|                |               |           | 4 |    |              |
|                |               | -         |   |    |              |
|                |               |   Prepaid |   |    |              |
|                |               |           |   |    |              |
|                |               |  expenses |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| New Kwang Soon |               | -         | 1 | 1  |              |
| Lee Sugar      |               |   Service | , | ,3 |              |
| Factory Co.,   |               |     fees  | 7 | 72 |              |
| Ltd.           |               |     of    | 3 |    |              |
|                |               |     com   | 5 | 54 |              |
|                |               | puterized |   |    |              |
|                |               |     a     | 4 |    |              |
|                |               | ctivities | 6 |    |              |
|                |               |           |   |    |              |
|                |               | -         |   |    |              |
|                |               |   Prepaid |   |    |              |
|                |               |           |   |    |              |
|                |               |  expenses |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| K.S.L. Real    |               | -         | 2 | 57 |              |
| Estate Co.,    |               |   Service | 2 |    |              |
| Ltd.           |               |     fees  |   |    |              |
|                |               |     of    |   |    |              |
|                |               |     com   |   |    |              |
|                |               | puterized |   |    |              |
|                |               |     a     |   |    |              |
|                |               | ctivities |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| K.S.L. Export  |               | -         | 2 | 1  |              |
| Trading Co.,   |               |   Service | 0 | 79 |              |
| Ltd.           |               |     fees  | 5 |    |              |
|                |               |     of    |   |    |              |
|                |               |     com   |   |    |              |
|                |               | puterized |   |    |              |
|                |               |     a     |   |    |              |
|                |               | ctivities |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| Savannakhet    |               | -         | 5 | 4  |              |
| Sugar          |               |   Service | 3 | 44 |              |
| Corporation    |               |     fees  | 1 |    |              |
|                |               |     of    |   |    |              |
|                |               |     com   |   |    |              |
|                |               | puterized |   |    |              |
|                |               |     a     |   |    |              |
|                |               | ctivities |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| Koh Kong Sugar |               | -         | 6 | 4  |              |
| Industry Co.,  |               |   Service | 8 | 71 |              |
| Ltd.           |               |     fees  | 5 |    |              |
|                |               |     of    |   |    |              |
|                |               |     com   |   |    |              |
|                |               | puterized |   |    |              |
|                |               |     a     |   |    |              |
|                |               | ctivities |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| Koh Kong       |               | -         | 1 | 1  |              |
| Plantation     |               |   Service | 5 | 35 |              |
| Co., Ltd.      |               |     fees  | 7 |    |              |
|                |               |     of    |   |    |              |
|                |               |     com   |   |    |              |
|                |               | puterized |   |    |              |
|                |               |     a     |   |    |              |
|                |               | ctivities |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| Khon Kaen      | Sahamit       | -   Sale  | 6 | 7  | The Company  |
| Sugar Industry | Machinery     |     of    | , | ,3 | purchased    |
| Public Company | Public        |           | 4 | 28 | chemical     |
| Limited        | Company       |  chemical | 2 |    | product and  |
|                | Limited       |     and   | 4 | 1  | spare parts  |
|                |               |           |   | 26 | from Sahamit |
|                |               |   machine | 3 |    | Machinery    |
|                |               |     part  | , |    | Public       |
|                |               |           | 3 |    | Company      |
|                |               | -   Other | 9 |    | Limited use  |
|                |               |           | 0 |    | in           |
|                |               |   account |   |    | production   |
|                |               |           |   |    | process. The |
|                |               |  payables |   |    | product      |
|                |               |           |   |    | price of     |
|                |               |   (I      |   |    | Sahamit      |
|                |               | ncidental |   |    | Machinery    |
|                |               |           |   |    | Public       |
|                |               |  expense) |   |    | Company      |
|                |               |           |   |    | Limited was  |
|                |               |           |   |    | less than    |
|                |               |           |   |    | the others   |
|                |               |           |   |    | from price   |
|                |               |           |   |    | comparison.  |
+----------------+---------------+-----------+---+----+--------------+
| Tamaka Sugar   |               | -   Sale  | - | 1  |              |
| Industry Co.,  |               |     of    |   | ,5 |              |
| Ltd.           |               |           | - | 46 |              |
|                |               |  chemical |   |    |              |
|                |               |     and   |   | 1  |              |
|                |               |           |   | ,4 |              |
|                |               |   machine |   | 06 |              |
|                |               |     part  |   |    |              |
|                |               |           |   |    |              |
|                |               | -   Other |   |    |              |
|                |               |           |   |    |              |
|                |               |   account |   |    |              |
|                |               |           |   |    |              |
|                |               |  payables |   |    |              |
|                |               |           |   |    |              |
|                |               |   (I      |   |    |              |
|                |               | ncidental |   |    |              |
|                |               |           |   |    |              |
|                |               |  expense) |   |    |              |
+----------------+---------------+-----------+---+----+--------------+
| New Krung Thai |               | -   Sale  | - | 24 |              |
| Sugar Factory  |               |     of    |   |    |              |
| Co., Ltd.      |               |           |   |    |              |
|                |               |  chemical |   |    |              |
|                |               |     and   |   |    |              |
|                |               |           |   |    |              |
|                |               |   machine |   |    |              |
|                |               |     part  |   |    |              |
+----------------+---------------+-----------+---+----+--------------+

12.1.2 Rental fee (for the year ended 31 October 2014 and 2013)

  ------------- -------------- --------------------- ----------- ------- ------------------
  Lessor        Lessee         Significant           Amount              Necessity and
                               transaction           (Thousand           reasonableness of
                                                     Baht)               Connected
                                                                         Transaction

                                                     31 Oct 14   31 Oct  
                                                                 13      

  Khon Kaen     On Nuj         Office rental area of 730         619     The Company has
  Sugar         Construction   202.84 square meters                      rent out office
  Industry      Co., Ltd.      and car park at the                       space to its
  Public                       rate of Baht 300 and                      companies group
  Company                      250 per square meter                      due to locate
  Limited                      per month                                 office centrally
                               respectively and are                      and conveniently.
                               allowed to be renewed                     Rental fees were
                               annually                                  carried out at
                               (01/09/14-31/08/15)                       market prices on
                                                                         normal trade and
                                                                         agreement
                                                                         commencement date.
                                                                         Office rental and
                                                                         asset rental
                                                                         condition were set
                                                                         mainly concern
                                                                         about benefit to
                                                                         the company.

                Chengteh       Office rental area of 1,727       1,440   
                Chinaware      495.54 square meters                      
                (Thailand)     and car park at the                       
                Co., Ltd.      rate of Baht 300 and                      
                               242 per square meter                      
                               per month                                 
                               respectively and are                      
                               allowed to be renewed                     
                               annually (01/01/14 -                      
                               31/12/14)                                 

                K.S.L. IT      Office rental area of 896         609     
                Center Co.,    432.62 and 202.84                         
                Ltd.           square meters                             
                               respectively and car                      
                               park at the rate of                       
                               Baht 300 and 200 per                      
                               square meter per                          
                               month and are allowed                     
                               to be renewed                             
                               annually (01/03/14 –                      
                               28/02/15)                                 

                Amarco Co.,    Land rental area of   23          23      
                Ltd.           536 square meters at                      
                               the rate of Baht                          
                               1,996 per square                          
                               meter per month for                       
                               the period of 20                          
                               years                                     
                               (01/02/04-31/01/24)                       
                               with rental rate will                     
                               be raised 10% every 3                     
                               years.                                    

                K.K. Wood      Land rental area of   97          90      
                Industry Co.,  1,728 square wah at                       
                Ltd.           the rate of Baht                          
                               99,200 and 90,200 per                     
                               annum respectively                        
                               and are allowed to be                     
                               renewed every 3 years                     
                               (15/01/14-14/01/17)                       
                               with rental rate will                     
                               be raised 10% every 3                     
                               years.                                    
  ------------- -------------- --------------------- ----------- ------- ------------------

  -------------- ------------- --------------------- ----------- ------ ------------------
  Lessor         Lessee        Significant           Amount             Necessity and
                               transaction           (Thousand          reasonableness of
                                                     Baht)              Connected
                                                                        Transaction

                                                     31 Oct 14   31 Oct 
                                                                 13     

  Tamaka Sugar   K.S.L. Export Office rental area of 108         108    The Company has
  Industry Co.,  Trading Co.,  30.00 square meters                      rent out office
  Ltd.           Ltd.          with furniture at the                    space to its
                               rate of Baht 300 per                     companies group
                               square meters per                        due to locate
                               month and is allowed                     office centrally
                               to be renewed                            and conveniently.
                               annually                                 Rental fees were
                               (01/09/14-31/08/15)                      carried out at
                                                                        market prices on
                                                                        normal trade and
                                                                        agreement
                                                                        commencement date.
                                                                        Office rental and
                                                                        asset rental
                                                                        condition were set
                                                                        mainly concern
                                                                        about benefit to
                                                                        the company.

  Champion       Tamaka Sugar  Land rental area of   200         163    Land leasing is
  Fermentation   Industry Co., 270 rai at the rate                      for a plot of
  Co., Ltd.      Ltd.          of Baht 740 per rai                      experimental sugar
                               and is allowed to be                     cane plantation
                               renewed every 3 years                    and sugar cane
                               (04/08/13-03/08/16)                      research. Rental
                                                                        fees were charged
                                                                        at market prices.
  -------------- ------------- --------------------- ----------- ------ ------------------

12.1.3 Borrowings from/ Loans to related parties (for the year ended 31
October 2014 and 2013)

+----------+----------+---+----+----+----+---+------------------------+
| For the  |          |   |    |    |    |   |                        |
| year     |          |   |    |    |    |   |                        |
| ended 31 |          |   |    |    |    |   |                        |
| October  |          |   |    |    |    |   |                        |
| 2014     |          |   |    |    |    |   |                        |
+----------+----------+---+----+----+----+---+------------------------+
| Borrower | Lender   | A | Lo | R  | As | I | Necessity and          |
|          |          | s | an | ep | at | n | reasonableness of      |
|          |          | a | ad | ay |    | t | Connected Transaction  |
|          |          | t | di | me | 31 | e |                        |
|          |          |   | ti | nt | O  | r |                        |
|          |          | 1 | on | du | ct | e |                        |
|          |          | N | du | ri | 20 | s |                        |
|          |          | o | ri | ng | 14 | t |                        |
|          |          | v | ng | t  |    | p |                        |
|          |          | 2 | t  | he |    | a |                        |
|          |          | 0 | he | pe |    | i |                        |
|          |          | 1 | pe | ri |    | d |                        |
|          |          | 3 | ri | od |    |   |                        |
|          |          |   | od |    |    |   |                        |
+----------+----------+---+----+----+----+---+------------------------+
| Prachaup | K.S.L.   | - | 7  | (  | -  | 7 | The loan was provided  |
| Industry | Export   |   | 64 | 76 |    | , | as financial           |
| Co.,     | Trading  |   | ,4 | 4, |    | 0 | supporting through     |
| Ltd.     | Co.,     |   | 80 | 48 |    | 1 | K.S.L. Export Trading  |
|          | Ltd.     |   |    | 0) |    | 4 | Co., Ltd. which was    |
|          |          |   |    |    |    |   | registered according   |
|          |          |   |    |    |    |   | to the laws and        |
|          |          |   |    |    |    |   | regulations of sugar   |
|          |          |   |    |    |    |   | exporting. The credit  |
|          |          |   |    |    |    |   | line from financial    |
|          |          |   |    |    |    |   | institution was        |
|          |          |   |    |    |    |   | defined and borrowed   |
|          |          |   |    |    |    |   | by K.S.L. Export       |
|          |          |   |    |    |    |   | Trading Co., Ltd.      |
|          |          |   |    |    |    |   | Then, K.S.L. Export    |
|          |          |   |    |    |    |   | Trading Co., Ltd. lent |
|          |          |   |    |    |    |   | to sugar factories.    |
|          |          |   |    |    |    |   | Therefore, K.S.L.      |
|          |          |   |    |    |    |   | Export Trading Co.,    |
|          |          |   |    |    |    |   | Ltd. represents an     |
|          |          |   |    |    |    |   | intermediary for       |
|          |          |   |    |    |    |   | credit line carried    |
|          |          |   |    |    |    |   | out. Prachaup Industry |
|          |          |   |    |    |    |   | Co.,Ltd. pledged sugar |
|          |          |   |    |    |    |   | exporting and          |
|          |          |   |    |    |    |   | promissory note as     |
|          |          |   |    |    |    |   | collaterals against    |
|          |          |   |    |    |    |   | credit facilities from |
|          |          |   |    |    |    |   | K.S.L. Export Trading  |
|          |          |   |    |    |    |   | Co., Ltd. and no fee   |
|          |          |   |    |    |    |   | is charged for the     |
|          |          |   |    |    |    |   | inter-credit facility  |
|          |          |   |    |    |    |   | guarantee.             |
+----------+----------+---+----+----+----+---+------------------------+

+----------+----------+---+----+----+----+---+------------------------+
| For the  |          |   |    |    |    |   |                        |
| year     |          |   |    |    |    |   |                        |
| ended 31 |          |   |    |    |    |   |                        |
| October  |          |   |    |    |    |   |                        |
| 2013     |          |   |    |    |    |   |                        |
+----------+----------+---+----+----+----+---+------------------------+
| Borrower | Lender   | A | Lo | R  | As | I | Necessity and          |
|          |          | s | an | ep | at | n | reasonableness of      |
|          |          | a | ad | ay |    | t | Connected Transaction  |
|          |          | t | di | me | 31 | e |                        |
|          |          |   | ti | nt | O  | r |                        |
|          |          | 1 | on | du | ct | e |                        |
|          |          | N | du | ri | 20 | s |                        |
|          |          | o | ri | ng | 13 | t |                        |
|          |          | v | ng | t  |    | p |                        |
|          |          | 2 | t  | he |    | a |                        |
|          |          | 0 | he | pe |    | i |                        |
|          |          | 1 | pe | ri |    | d |                        |
|          |          | 2 | ri | od |    |   |                        |
|          |          |   | od |    |    |   |                        |
+----------+----------+---+----+----+----+---+------------------------+
| Prachaup | K.S.L.   | - | 6  | (  | -  | 3 | The loan was provided  |
| Industry | Export   |   | 57 | 65 |    | , | as financial           |
| Co.,     | Trading  |   | ,0 | 7, |    | 1 | supporting through     |
| Ltd.     | Co.,     |   | 20 | 02 |    | 3 | K.S.L. Export Trading  |
|          | Ltd.     |   |    | 0) |    | 8 | Co., Ltd. which was    |
|          |          |   |    |    |    |   | registered according   |
|          |          |   |    |    |    |   | to the laws and        |
|          |          |   |    |    |    |   | regulations of sugar   |
|          |          |   |    |    |    |   | exporting. The credit  |
|          |          |   |    |    |    |   | line from financial    |
|          |          |   |    |    |    |   | institution was        |
|          |          |   |    |    |    |   | defined and borrowed   |
|          |          |   |    |    |    |   | by K.S.L. Export       |
|          |          |   |    |    |    |   | Trading Co., Ltd.      |
|          |          |   |    |    |    |   | Then, K.S.L. Export    |
|          |          |   |    |    |    |   | Trading Co., Ltd. lent |
|          |          |   |    |    |    |   | to sugar factories.    |
|          |          |   |    |    |    |   | Therefore, K.S.L.      |
|          |          |   |    |    |    |   | Export Trading Co.,    |
|          |          |   |    |    |    |   | Ltd. represents an     |
|          |          |   |    |    |    |   | intermediary for       |
|          |          |   |    |    |    |   | credit line carried    |
|          |          |   |    |    |    |   | out. Prachaup Industry |
|          |          |   |    |    |    |   | Co.,Ltd. pledged sugar |
|          |          |   |    |    |    |   | exporting and          |
|          |          |   |    |    |    |   | promissory note as     |
|          |          |   |    |    |    |   | collaterals against    |
|          |          |   |    |    |    |   | credit facilities from |
|          |          |   |    |    |    |   | K.S.L. Export Trading  |
|          |          |   |    |    |    |   | Co., Ltd. and no fee   |
|          |          |   |    |    |    |   | is charged for the     |
|          |          |   |    |    |    |   | inter-credit facility  |
|          |          |   |    |    |    |   | guarantee.             |
+----------+----------+---+----+----+----+---+------------------------+

Policy on Future Related party transactions

The Audit Committee passed the resolution of related party transactions
as the followings:-

The Audit Committee has reviewed the related party transactions
described in the table above and given the view that it was in
accordance with normal business practice and carried out at market
price.

Policy on future related party transactions

1.  Normal Business Transactions

  Normal business transactions include transfer and transport services
  and warehouse rental from Thai Sugar Terminal Public Company Limited
  and sales and purchases of sugar between the company and the
  subsidiaries. These connected transactions will firstly be brought to
  the company’s consideration in respect of the company’s interests and
  be ensured that they will be carried out at market price.

2.  Rental Service Transactions

  Rental service transactions will be carried out at market price and
  the same rate given to third parties.

3.  Sales and Purchases of Assets and Investments

  Sales and purchases of assets and investments are an increase of
  capital in order to maintain the same shareholding proportion as
  previously held. It is also an investment for the current business
  expansion and the future business growth. The policy of sales and
  purchases of assets and investments will firstly be brought to the
  company’s consideration in respect of the company’s interests and the
  justification for entering into the transaction, the necessity and
  appropriateness of such transactions.

4.  Borrowings from/ Loan to persons having potential conflict of
    interest

  Borrowings from/ Loan to persons having potential conflict of interest
  will firstly be brought to the company’s consideration in respect of
  the justification for entering into the transaction, the necessity and
  appropriateness of such transactions.

5.  Other Related Transactions

  Other related transactions are transactions other than 1-4 stated
  above.

Related party transactions between the company and the subsidiaries and
the persons having potential conflict of interest, having a stake in or
possibly having a conflict of interest in the future shall be subject to
the opinion of the Audit Committee for their consideration in respect of
the justification for entering into the transaction, the necessity and
appropriateness of such transactions. In case the Audit Committee
considers it lack expertise required for the consideration of possible
transactions, it is empowered to recruit experts as needed. Experts, for
example, could be an auditor or an independent appraisement officer,
which is independent from both the company and persons having potential
conflict of interest. The opinion of these recruited experts will be
used in the decision-making of the Audit Committee and/or the Board of
Directors of the company and/or shareholders as the case may be.

The Board of Directors of the company ensures compliance with the laws
on securities and exchange, regulations, notifications, orders or any
requirements of the Stock Exchange of Thailand, including compliance
with regulations on the disclosure of information on connected
transactions and the acquisition or disposal of important assets of the
company or its subsidiaries, and compliance with the accounting
standards established by the Institute of Certified Accountants and
Auditors of Thailand.

Capital structure of individuals having potential conflict of interest
over 10%

Capital structure of individuals having potential conflict of interest
over 10% is as the followings:-

1.  Thai Sugar Terminal Public Company Limited (TSTE)

  The individuals having potential conflict of interest own 38.36% of
  the TSTE’s shares. Mr. Prapas Chutimavoraphand and his family invest
  in TSTE for its personal interest and do not relate to the company.
  The company owns 23.82% of the TSTE’s shares and has no policy to
  increase its capital proportion. Consequently, the company could not
  alter TSTE’s capital structure and has no policy forcing the directors
  of the company to sell their shares to the company. Moreover, the
  shareholders and directors have no intention to transfer their
  benefits to one of these two companies because the shareholding
  proportion in the company of most shareholders and directors is higher
  than their shareholding proportion in TSTE. In addition, Thai Sugar
  Terminal Public Company Limited has many directors from other sugar
  companies; thus, power balancing in TSTE is reasonable for both
  companies. To conclude, the related transactions between the company
  and TSTE are in line with the characteristics of normal trading in the
  market which will maximize highest value to both companies.

2.  Champion Fermentation Co., Ltd.

  The individuals having potential conflict of interest own 18.00% of
  Champion Fermentation Co., Ltd.’s shares. Other major shareholders are
  a group of Taiwanese businessman. Champion Fermentation Co., Ltd.,
  formerly, has no business transactions except land leasing. However,
  Champion Fermentation Co., Ltd. has invested in cassava starch
  industry which does not relate to sugar industry in the end of 2004.
  The purpose of investment is for dividend received in the future.

In conclusion, the shareholding structure of the company and the
subsidiaries, which is owned by the individuals having potential
conflict of interest over 10% in some companies, is the result from the
past. Currently, the company has an intention changing its structure in
order to minimize those conflicts. In addition, the company has the
policy to directly invest in subsidiaries and associates in the future.
Also, there will be the limitations in shareholding proportion for the
individuals having potential conflict of interest except it will be done
to maximize the company’s value. Furthermore, the persons having
potential conflict of interest will not make any investments in business
that may constitute the conflicts of interest to the company or in
competitive business to the company.