PART II

MANAGEMENT AND CORPORATE GOVERNANCE

7. Securities and shareholders

7.1 Registered capital and paid-up capital

The registered capital and issued and paid-up capital as of December 31,
2017 were as follows:

Registered capital 692,868,493 Baht

Paid-up capital 566,998,107 Baht

Divided into ordinary shares 566,998,107 shares

Par value Baht 1.00 per share

7.2 Shareholders

(1) Major shareholders

(a) Largest shareholders – First 10 shareholders holding more than 0.5%
    of shares as of December 31, 2017.

(b) Group of major shareholders whose movement had a marked influence on
the establishment of corporate policy and strategy.

  ------------------------------------- ----------------- ---------------
  Shareholders                          Number of shares  % of total
                                        (share)           shares held

  Chanpalangsri Family                                    

  Mrs. Kanoktip Chanpalangsri           199,341,938       35.157

  Mr. Sahaskorn Chanpalangsri           22,981,145        4.053

  Mrs. Sidyin Chanpalangsri             18,736,916        3.305

  Miss Chantakarn Chanpalangsri         5,833,333         1.029

  Mr. Chainarong Chanpalangsri          4,433,000         0.782

  Total                                 251,326,332       44.326
  ------------------------------------- ----------------- ---------------

7.3 Issuance of other securities

The issuance and offer for sales of warrants to purchase ordinary shares
of TPOLY (TPOLY-W2) – The Extraordinary Meeting of Shareholders, No.
1/2015 dated May 27, 2015 approved the issuance of warrants to purchase
ordinary shares of Thai Polycons Public Company Limited (TPOLY-W2) to
its existing shareholders under the following details:

+----------------+---+--------------------------------------------------+
| Issuer and     | : | Thai Polycons Public Company Limited (“Company”) |
| Seller         |   |                                                  |
+----------------+---+--------------------------------------------------+
| Name of        | : | Warrants to purchase ordinary shares of Thai     |
| Warrant        |   | Polycons Public Company Limited No.2 (“Warrants” |
|                |   | or “TPOLY-W2”)                                   |
+----------------+---+--------------------------------------------------+
| Number of      | : | Not exceeding 125,976,090 units                  |
| Warrants       |   |                                                  |
| Issued         |   |                                                  |
+----------------+---+--------------------------------------------------+
| Terms of       | : | Not exceeding 3 years from the issuance date     |
| Warrant        |   |                                                  |
+----------------+---+--------------------------------------------------+
| Issuance Date  | : | 29 June 2015, which is on the same date when the |
|                |   | increasing in paid -up capital due to the        |
|                |   | capital increase for the issuance and offer for  |
|                |   | sales of capital-increase ordinary shares to the |
|                |   | existing shareholders in accordance with the     |
|                |   | rights offering subject to the approval of the   |
|                |   | Extraordinary Meeting of Shareholders, No.       |
|                |   | 1/2015 dated May 27, 2015, has been registered.  |
+----------------+---+--------------------------------------------------+
| Expiration     | : | 28 June 2018                                     |
| Date           |   |                                                  |
+----------------+---+--------------------------------------------------+
| Exercise Price | : | 3 Baht per share (unless subsequently adjusted   |
|                |   | in accordance with the conditions on the right   |
|                |   | adjustment)                                      |
+----------------+---+--------------------------------------------------+
| Exercise Ratio | : | 1 unit of warrant has the right to purchase 1    |
|                |   | new ordinary share (unless subsequently changed  |
|                |   | in accordance with the conditions on the right   |
|                |   | adjustment)                                      |
+----------------+---+--------------------------------------------------+
| Exercise Date  | : | Warrant Holders who are not the shareholders of  |
|                |   | TPOLY can exercise their rights to purchase the  |
|                |   | company’s ordinary shares on the last business   |
|                |   | day of every quarter (the last business day of   |
|                |   | March, June, September, December) of each        |
|                |   | calendar year throughout 3 years from the        |
|                |   | issuance date, except the last exercise date to  |
|                |   | purchase the Company’s ordinary shares shall be  |
|                |   | the date that such warrants aged 3 years from    |
|                |   | the issuance date which is falling on 28 June    |
|                |   | 2018. If the exercise date falls on a day which  |
|                |   | is not a business day, then the last exercise    |
|                |   | date shall be moved up to the business day prior |
|                |   | to such exercise date.                           |
+----------------+---+--------------------------------------------------+
| Notification   | : | Warrant Holders who wish to exercise their       |
| period for the |   | rights to purchase the Company’s ordinary shares |
| exercise of    |   | shall give notification to the Issuer within 5   |
| warrant        |   | days prior to each exercise date, except the     |
|                |   | last exercise date that the Warrant Holders must |
|                |   | notify the Issuer within 15 days prior to the    |
|                |   | last exercise date.                              |
|                |   |                                                  |
|                |   | If the exercise date (each exercise date as well |
|                |   | as the last exercise date) falls on a day which  |
|                |   | is not a business day of the Company, such       |
|                |   | exercise date shall be moved up to the business  |
|                |   | day prior to such exercise date, excluded the    |
|                |   | last notification period which shall notify      |
|                |   | within 15 days prior to the last exercise date   |
+----------------+---+--------------------------------------------------+

For the exercise of warrants to purchase the ordinary shares of Thai
Polycons Public Company Limited (TPOLY-W2) to its existing shareholders
in the total warrants of 125,976,090 units, the shareholders have
exercised their rights as follows:

  -------------- -------------- -------------- -------------- --------------
  Exercise Date  Number of                     Exercise Price Amount of
  (No.)          Shareholders                                 Payment
                 Exercising the                               Received
                 Rights                                       

                 Number         Number                        
                 (person)       (shares)                      

  30 Sep 15      1              92             3              276
  (No.1)                                                      

  30 Dec 15      -              -              -              -
  (No.2)                                                      

  31 Mar 16      1              164            3              492
  (No.3)                                                      

  30 Jun 16      -              -              -              -
  (No.4)                                                      

  30 Sep 16      -              -              -              -
  (No.5)                                                      

  30 Dec 16      3              288            3              864
  (No.6)                                                      

  31 Mar 17      1              2,410          3              7,230
  (No.7)                                                      

  30 Jun 17      -              -              -              -
  (No.8)                                                      

  30 Sep 17      2              102,750        3              308,250
  (No.9)                                                      

  30 Dec 17      -              -              -              -
  (No.10)                                                     
  -------------- -------------- -------------- -------------- --------------

Regarding the amount of payment received from such exercise of rights,
TPOLY has used it as the working capital. The warrants shall expire on
June 28, 2018, and the remaining unexercised warrants totaled
125,870,386 units (data as of December 31, 2017).

7.4 Dividend payment policy

Dividend payment policy of Thai Polycons Public Company Limited – TPOLY
places the policy of making dividend payments to its shareholders for
not less than 40 percent of the net profit according to separate
financial statements after legal reserve and other reserves, except in
case that the Company makes investments in other assets. However, such
dividend payment must depend on the Company’s cash flow. For the
Company’s subsidiaries/associated companies, their dividend payment
policy to shareholders is relevant to the Company, that is, the Board of
Directors of these subsidiaries/associated companies shall make the
dividend payment by considering the operating results and investment
plan according to necessities and appropriateness considered by the
Board of Directors of these subsidiaries/associated companies.

  --------------------- --------- ---------- -------- -------- -------- --------
  Operating Result Year 2017      2016       2015     2014     2013     2012

  Earning per share     0.31      0.21       (0.52)   (0.61)   (0.99)   (0.45)
  (Baht)                                                                

  Dividend per share    0.50      0.01153    -        -        -        -
  (Baht)                                                                

  Dividend payout (%)   25.44%    40.0196%   -        -        -        -
  --------------------- --------- ---------- -------- -------- -------- --------

Dividend payment policy of the subsidiary or TPC Power Holding Public
Company Limited (“TPCH”), which is a holding company.

TPCH and its subsidiaries place the policy of making dividend payments
to their shareholders for not less than 40 percent of the net profit
according to separate financial statements of TPCH or subsidiaries as
the case may be after legal reserve. However, such dividend payment may
be changed depending on the operating performance, financial status,
liquidity, necessity in investment, additional investment, business
expansion, conditions and restrictions as specified in the loan
agreements, and other factors relating to the management as the Board of
Directors and/or shareholders of TPCH or its subsidiaries consider it
deems appropriate.

8. Management Structure

8.1 Board of Directors. The Regulations of the Company specifies that
the Board of Directors of the Company shall comprise at least 5
directors and not less than a half of total directors must have domicile
in the Kingdom of Thailand. Each director of the Company shall possess
qualifications as required by law. In operating the Company’s business,
every director must perform his or her duties in accordance with laws,
objectives, and Articles of Association of the Company as well as
resolutions of the shareholders with integrity and care for the
Company’s interest.

As of December 31, 2017, the Board of Directors consists of 9 directors
as listed below.

  ------------------------------ ----------------------------------------
  List of Directors              Title

  1. Dr. Thanu Kulachol          Director/ Chairman of the Board/
                                 Independent Director

  2. Mrs. Kanoktip               Director/ Chairman of the Executive
  Chanpalangsri**                Board

  3. Mr. Pathompol Saosap        Director/ Executive Director/ President

  4. Mr. Jackrit Pongprasert     Director/ Executive Director

  5. Mr. Chainarong              Director
  Chanpalangsri**                

  6. Mr. Cherdsak                Director
  Wattanavijitkul                

  7. Dr. Supong Limtanakool      Director/ Chairman of the Audit
                                 Committee/ Independent Director

  8. Mr. Pornthep Sawetwannakul  Director/ Member of the Audit Committee/
                                 Independent Director

  9. Dr. Srisuda Chongsithiphol* Director/ Member of the Audit Committee/
                                 Independent Director
  ------------------------------ ----------------------------------------

The authorized directors to put signature on behalf of the Company are
Mr. Pathompol Saosap, Mrs. Kanoktip Chanpalangsri, Mr. Jackrit
Pongprasert, either two of them who jointly sign with the company seal
affixed.

Details about directors, Management, controlling persons, and Company
Secretary were presented in Attachment 1.

Details about directors and controlling persons of the Company and
subsidiaries were presented in Attachment 2.

Number of board meetings and number of meeting attendance by each
director

+-------------------------+-------------------+----------+-------------+
| List of Directors       | Title             | Board    |             |
|                         |                   | Meetings |             |
|                         |                   |          |             |
|                         |                   | (After   |             |
|                         |                   | taking   |             |
|                         |                   | up       |             |
|                         |                   | office)  |             |
+-------------------------+-------------------+----------+-------------+
|                         |                   | Number   | Number of   |
|                         |                   | of       | Meeting     |
|                         |                   | Meetings | Attendance  |
+-------------------------+-------------------+----------+-------------+
| 1. Dr. Thanu Kulachol   | Chairman of the   | 6        | 6           |
|                         | Board/            |          |             |
|                         | Independent       |          |             |
|                         | Director/         |          |             |
|                         | Director          |          |             |
+-------------------------+-------------------+----------+-------------+
| 2. Mrs. Kanoktip        | Director/         | 6        | 6           |
| Chanpalangsri           | Executive         |          |             |
|                         | Director          |          |             |
+-------------------------+-------------------+----------+-------------+
| 3. Mr. Pathompol Saosap | Director/         | 6        | 6           |
|                         | Executive         |          |             |
|                         | Director          |          |             |
+-------------------------+-------------------+----------+-------------+
| 4. Mr. Jackrit          | Director/         | 6        | 5*          |
| Pongprasert             | Executive         |          |             |
|                         | Director          |          |             |
+-------------------------+-------------------+----------+-------------+
| 5. Mr. Chainarong       | Director/         | 6        | 6           |
| Chanpalangsri           | Executive         |          |             |
|                         | Director          |          |             |
+-------------------------+-------------------+----------+-------------+
| 6. Mr. Cherdsak         | Director          | 6        | 6           |
| Wattanavijitkul         |                   |          |             |
|                         |                   |          | 5*          |
+-------------------------+-------------------+----------+-------------+
| 7. Dr. Supong           | Chairman of the   | 6        | 6           |
| Limtanakool             | Audit Committee/  |          |             |
|                         | Independent       |          |             |
|                         | Director/         |          |             |
|                         | Director          |          |             |
+-------------------------+-------------------+----------+-------------+
| 8. Mr. Pornthep         | Director/ Member  | 6        | 6           |
| Sawetwannakul           | of the Audit      |          |             |
|                         | Committee/        |          |             |
|                         | Independent       |          |             |
|                         | Director          |          |             |
+-------------------------+-------------------+----------+-------------+
| 9. Dr. Srisuda          | Director/ Member  | 1        | 6           |
| Chongsithiphol          | of the Audit      |          |             |
|                         | Committee/        |          |             |
|                         | Independent       |          |             |
|                         | Director          |          |             |
+-------------------------+-------------------+----------+-------------+

*Mr. Jackrit Pongprasert was absent from one meeting as he was struck in
the meeting for delivering the construction project in other province.

Mr. Chainarong Chanpalangsri was absent from one meeting as he travelled
abroad.

8.2 Management

8.2.1 Management structure of TPOLY as of February 1, 2017 is shown
below.

Organization Chart

www.thaipolycons.co.th

[]

8.2.2 List and titles of executives as of December 31, 2017

  ---------------------- ------------------------------------------------
  List of Management     Title

  1. Mrs. Kanoktip       Chairman of the Executive Board
  Chanpalangsri          

  2. Mr. Pathompol       President
  Saosap                 

  3. Mr. Jackrit         Executive Vice President, Operation Engineering
  Pongprasert            Division

  4. Mr. Vikul           Executive Vice President, Technical Engineering
  Lohamongkol            Division

  5. Mr. Rattapat        Executive Vice President, Office Support
  Rattanapun             Division

  6. Mr. Adisorn         Executive Vice President, Finance and Accounting
  Srisooksai             Division
  ---------------------- ------------------------------------------------

Note: All executives are those defined by the Notification of the Office
of the Securities and Exchange Commission

8.3 Company Secretary

The Board of Directors resolved to appoint Ms. Jariya Pinpet, a
qualified person who has attended all training courses relating to the
performance of duties as a company secretary from Thai Institute of
Directors (IOD), as the Company Secretary, effective on July 1, 2015 to
perform the following duties in accordance with Section 89/15 of the
Securities and Exchange Act:

(1) To centralize the documentation and document keeping;

(2) To prepare and keep a register of directors;

(3) To arrange meetings of shareholders, and prepare a notice calling
shareholder meeting and a minute of shareholders’ meeting;

(4) To keep a report of interest filed by a director or an executive;

(5) To arrange activities to strengthen the relationship between
directors and executives;

(6) To coordinate for compliance with resolutions of the Board of
Directors; and

(7) To perform other acts as assigned by the Board of Directors.

The qualifications of the Company Secretary were shown in Attachment 1.

8.4 Remuneration for Directors and Management

8.4.1 Money Remuneration

8.4.1.1 Remuneration for directors. The 2016 Annual General Meeting of
Shareholders dated April 27, 2016 approved the remuneration for the
Company’s directors for Year 2016 as follows:

  ------------------------------- ------------------- -------------------
  Title/ Remuneration             Attendance Fee      Annual Remuneration
                                  (Baht/ Meeting)     (Baht)

  Chairman of the Board of        20,000              1,900,000
  Directors                                           

  Chairman of the Audit Committee 20,000              1,000,000

  Member of the Audit Committee   10,000              500,000

  Director                        10,000              -
  ------------------------------- ------------------- -------------------

  Note: 1. A director shall receive the meeting attendance fee for 4
  times a year only (a meeting with an agenda regarding the
  consideration and approval of financial statements), and he or she
  shall not be paid for any other meeting allowance apart from these 4
  meetings.

  2. Bonus for a non-executive director shall be paid provided that the
  Company earns the profit from its operating performance only. Bonus
  payment rate shall not exceed 0.5 percent of the net profit according
  to the Company’s consolidated financial statements, but the maximum
  bonus payment shall not exceed Baht 1,625,000.

  3. Remuneration for all directors shall not exceed Baht 6,000,000.

In Year 2017 ended December 31, 2017, the remuneration paid to the
Company’s directors was as follows:

  ------------------------------------------------------------------------------------
  List of Directors      Title             Number of     Remuneration   
                                           Attendance*   for Directors  
                                                         (Baht)         
  ---------------------- ----------------- ------------- -------------- --------------
                                                         Attendance Fee Annual
                                                                        Remuneration

  1. Dr. Thanu Kulachol  Chairman of the   6/6           80,000         1,900,000
                         Board/                                         
                         Independent                                    
                         Director/                                      
                         Director                                       

  2. Mrs. Kanoktip       Director          6/6           40,000         -
  Chanpalangsri                                                         

  3. Mr. Pathompol       Director          6/6           40,000         -
  Saosap                                                                

  4. Mr. Jackrit         Director          5/6           30,000         -
  Pongprasert                                                           

  5. Mr. Chainarong      Director          6/6           40,000         -
  Chanpalangsri                                                         

  6. Mr. Cherdsak        Director          6/6           30,000         -
  Wattanavijitkul                                                       

  7. Dr. Supong          Chairman of the   6/6           40,000         1,000,000
  Limtanakool            Audit Committee/                               
                         Independent                                    
                         Director/                                      
                         Director                                       

  8. Mr. Pornthep        Member of the     6/6           40,000         500,000
  Sawetwannakul          Audit Committee/                               
                         Independent                                    
                         Director                                       

  9. Dr. Srisuda         Member of the     6/6           40,000         500,000
  Chongsithiphol         Audit Committee/                               
                         Independent                                    
                         Director                                       
  ------------------------------------------------------------------------------------

Note: *Number of attendance after taking up office

Table comparing the remuneration payments between Year 2016 and 2017

  --------------------------------------------------------------------------------------------
  List of Directors    Title         Remuneration                               
                                     for Directors                              
  -------------------- ------------- -------------- -------------- ------------ --------------
                                     2016                          2017         

                                     Attendance Fee Annual         Attendance   Annual
                                                    Remuneration   Fee          Remuneration

  1. Dr.Thanu Kulachol Chairman of   80,000         1,900,000      80,000       1,900,000
                       the Board                                                

  2. Mrs.Kanoktip      Director/     40,000         -              40,000       -
  Chanpalangsri        Chairman of                                              
                       the Executive                                            
                       Director                                                 

  3. Mr.Pathompol      Director/     40,000         -              40,000       -
  Saosap               Executive                                                
                       Director                                                 

  4. Mr.Jackrit        Director/     40,000         -              30,000       -
  Pongprasert          Executive                                                
                       Director                                                 

  5. Mr.Chainarong     Director/     30,000         -              40,000       -
  hanpalangsri         Executive                                                
                       Director                                                 

  6. Mr.Cherdsak       Director      40,000         -              30,000       -
  Wattanavijitkul                                                               

  7. Dr.Supong         Chairman of   30,000         625,000        80,000       1,000,000
  Limtanakool          the Audit                                                
                       Committee/                                               
                       Independent                                              
                       Director/                                                
                       Director                                                 

  8. Mr.Pornthep       Director/     30,000         500,000        40,000       500,000
  awetwannakul         Member of the                                            
                       Audit                                                    
                       Committee/                                               
                       Independent                                              
                       Director                                                 

  9. Dr.Srisuda        Director/     10,000         125,000        40,000       500,000
  Chongsithiphol       Member of the                                            
                       Audit                                                    
                       Committee/                                               
                       Independent                                              
                       Director                                                 

  Total                              360,000        3,900,000      420,000      3,900,000
  --------------------------------------------------------------------------------------------

8.4.1.2 Remuneration for executives. Money remuneration for executives
includes the salary and bonus (only an executive as defined in the
Notification of the Office of the Securities and Exchange Commission).

  -------------- -------------- -------------- -------------- --------------
  Unit: Baht     Number of      Year 2016      Number of      Year 2015
                 Persons                       Persons        

  Salary, Bonus  9              17.37 million  9              22.62 million
  -------------- -------------- -------------- -------------- --------------

***Remuneration for executives as shown in Notes to the Financial
Statements has already included the remuneration for top executives for
project works.

8.4.2 Other remuneration

8.4.1.2 Other remuneration for directors

- None –

8.4.2.2 Other remuneration for executives

- None –

8.4.3 Policy of Director Development

The Board of Directors has the policy of encouraging all directors to
develop their knowledge regularly. Therefore, certain training courses
are continuously provided for the directors for their higher competency
and improved performance, e.g. designating the directors to attend
various training courses or seminars for higher potential and better
knowledge and experience.

8.5 Personnel

8.5.1 Number of personnel

As of December 31, 2017, the Company had 308 employees (excluding daily
employee), which may be divided by division as follows:

+-------------------------------------+--------------------------------+
| Division                            | Number of Employees            |
|                                     |                                |
|                                     | Year 2017                      |
+=====================================+================================+
| Operation Engineering               | 170                            |
|                                     |                                |
| -   Construction                    |                                |
|                                     |                                |
| -   Fabrication Shop                |                                |
+-------------------------------------+--------------------------------+
| Technical Engineering               | 29                             |
|                                     |                                |
| -   Power Plant Construction        |                                |
|                                     |                                |
| -   Technical                       |                                |
|                                     |                                |
| -   Design                          |                                |
|                                     |                                |
| -   Drawing                         |                                |
|                                     |                                |
| -   Mechanical and Electrical       |                                |
+-------------------------------------+--------------------------------+
| Office Support                      | 61                             |
|                                     |                                |
| -   Human Resource Management       |                                |
|                                     |                                |
| -   Human Resource Development      |                                |
|                                     |                                |
| -   Information Technology          |                                |
|                                     |                                |
| -   Procurement                     |                                |
|                                     |                                |
| -   Corporate Communication and     |                                |
|     Social Development              |                                |
|                                     |                                |
| -   Administration                  |                                |
|                                     |                                |
| -   Warehouse                       |                                |
|                                     |                                |
| -   Legal                           |                                |
+-------------------------------------+--------------------------------+
| Accounting and Finance              | 22                             |
|                                     |                                |
| -   Finance                         |                                |
|                                     |                                |
| -   Accounting                      |                                |
|                                     |                                |
| -   Asset Control                   |                                |
|                                     |                                |
| -   Investor Relation               |                                |
+-------------------------------------+--------------------------------+
| Others                              | 73                             |
+-------------------------------------+--------------------------------+
| Total                               | 355                            |
+-------------------------------------+--------------------------------+

8.5.2 Compensation for employees

The Company and its subsidiaries paid compensation to employees in forms
of salary, bonus, cost of living, health insurance benefits, special
benefits, social security fund, and provident fund and others as
detailed below.

+------------------------------+------------------+--------------------+
| Company                      | Year 2016        | Year 2017          |
|                              |                  |                    |
|                              | (Million Baht)   | (Million Baht)     |
+------------------------------+------------------+--------------------+
| Thai Polycons Plc.           | 158.91           | 170.89             |
+------------------------------+------------------+--------------------+
| TPC Asset Co., Ltd.          | 8.60             | 9.74               |
+------------------------------+------------------+--------------------+
| TPC Power Holding Plc.       | 11.10            | 31.24              |
+------------------------------+------------------+--------------------+
| TPC Bangkok Supply Co., Ltd. | 0.8              | 2.02               |
+------------------------------+------------------+--------------------+
| Total                        | 179.41           | 213.89             |
+------------------------------+------------------+--------------------+

8.5.3 Human Resource Development Policy

In providing the construction service, human resources are so essential.
The Company and its subsidiaries, therefore, focus on strengthening
spirit and morale among their employees, and offering well-being to them
so that they will be able to perform their work efficiently, which will
subsequently drive the organization to grow securely and sustainably. In
this regard, the Company provides the cost of living, health insurance
benefits, special benefits, provident fund, and others to all employees.

The Company places the policy of developing its employees at all levels
consistently with an aim at improving their knowledge, skills,
expertise, and work efficiency. The Company and subsidiaries encourage
all personnel to enhance on the job-training knowledge and expertise.
New-coming employees will be trained by supervisors of each line. The
Company and subsidiaries also send their employees and executives in
each field to attend other external training courses and seminars on
matters relating to their work.

The Company and subsidiaries prioritize the personnel competence
development, and attempt to build the qualified personnel for the
corporate growth. The personnel development strategy involves:

1) Continual development of executives and employees at all levels to
shift their work competency by promoting and encouraging all of them to
continue studies or attending training courses and seminars.

2) Preparation of training road map of each title so that all staffs
have competence most relevant to their titles and career path, and they
are prepared for work succession.

3) Promotion for personnel development by coaching and on the job
training.

4) Encouraging staffs to perform works on the principle of morality and
corporate governance by paying respect to and promoting good persons.

5) Encouraging staffs to adhere to the corporate culture, have the
entrepreneurship attitude, have awareness of team-working, and provide
good and impressive services to all internal and external clients.

9. Corporate Governance

Good Corporate Governance

The Board of Directors extremely prioritizes the good corporate
governance, and has continuously arranged the good corporate governance
system, and defined the corporate governance policy as it foresees that
this is so important and essential for a sustainable business growth.
The Board of Directors has determination and strong intention to comply
with such principle. The Company’s policy and operation direction are
formulated by focusing on the internal control system and internal audit
so that the Company’s Management could implement the established policy
efficiently for the long-term interest to the Company’s shareholders
under applicable laws and business ethics.

The Company has determination to improve and develop the good corporate
governance, and make any of its practice guidelines internationalize
based on benefits of shareholders, all groups of stakeholders, and
general public, which shall be beneficial to competitiveness and growth
of Thai capital market.

The Board of Directors wishes that the Company has a sustainable
development, transparency, and genuine corporate governance, which must
be responsible for and retain the interest of all stakeholders and
general public, develop the personnel to be good and morale people,
promote knowledge and quality of life, and improve the environment for
social responsibility.

The Board of Directors provides “Good Corporate Policy” to promote the
principle of corporate governance in the organization. This policy
focuses on business operation under transparency, morality, ethics, and
integrity based on “Code of Conduct” to be good guidelines for the
Company’s directors, executives and employees, and all groups of
stakeholders, which shall make the Company a sustainable organization
eventually.

9.1 Corporate Governance Policy

The Company establishes “Corporate Governance Policy” and “Code of
Conduct” as working guidelines for all directors, executives, and
employees. The Board of Directors provides a written good corporate
governance policy of the Company. The good corporate governance policy
(revised) was approved by the Board of Directors in the Meeting of the
Board of Directors.

9.1.1 Contents contained in “Code of Conduct” are:

1) Code of Conduct for business operation

2) Business undertaking guideline

3) Anti-corruption policy

4) Policy of preventing events inducing corruption

5) Code of Conduct of executives and staffs

6) Requirements prohibiting executives and staffs’ practices possibly
provoking conflicts of interest, as well as penalties in case of
violation

7) Policy of regulating the use of internal information

8) Code of Conduct for stakeholders

9) Submission of complaints and suggestions

10) Discipline

Note: All details of each topic are posted via
http://www.thaipolycons.co.th/investor

The Company communicates its good corporate governance policy via
several channels such as written manual, dissemination via the Company’s
internet system (www.thaipolycons.co.th), etc. with an aim at allowing
staffs, shareholders, and all groups of stakeholders of the Company to
be aware of and realize the Company’s intent to move forward with better
retention of good corporate governance.

9.1.2 The Company has the corporate governance policy in accordance with
the Principle of Good Corporate Governance as described below.

Chapter 1 Rights of Shareholders:

The Company has given priority to rights and equal treatment of
shareholders in receiving any information about the Company and
subsidiaries accurately, completely, adequately, timely, and equitably
for their decision-making on all matters. The Board of Directors,
therefore, has policy as follows:

1) The Company shall deliver the meeting notice as well as enclosures of
agenda items adequately for shareholders’ consideration. The meeting
notice shall be delivered in advance at least 14 days prior to the
meeting date to ensure that the shareholders have time to study all
information completely. The shareholders who are unable to present at
the meeting may appoint an independent director or any person to attend
the meeting on their behalf by using the proxy form as delivered
together with the meeting notice. The Company also facilitates every
shareholder equitably for his/her meeting attendance by fixing the most
appropriate venue and time.

2) In a meeting of shareholders, the shareholders shall consider and
vote based on the sequence of agenda items without changing any
significant information or adding agenda items urgently. The
shareholders have an equitable right to examine the operations of the
Company and subsidiaries by raising questions, and expressing opinions
and advice. The directors and all related executives must attend the
meeting of shareholders together to clarify questions raised in the
meeting.

3) The Company uses technology in the meeting of shareholders to
facilitate the attendance registration and vote counting, and to present
the voting results so that the meeting is undertaken rapidly and
accurately. Independent persons are also assigned to count and check the
votes in each ordinary meeting or extra-ordinary meeting of
shareholders, which shall be disclosed to the meeting for
acknowledgement, and recorded in the minutes of meeting.

4) The shareholders have one more channel to receive the information via
the Company’s website. All related information and details are posted at
the Company’s website, especially the meeting notice, which shall be
disseminated prior to the meeting date to enable the shareholders to
download the information and agenda items conveniently.

Chapter 2 Equitable Treatment to Shareholders:

The Company determines the equitable treatment to every shareholder;
therefore, the Board of Directors of the Company places the following
policy:

1) The meeting notice together with enclosures of all agenda items must
be delivered to the shareholders at least 14 days prior to the meeting
date to ensure that they are able to study all information completely
before the meeting.

2) To facilitate the shareholders unable to attend the meeting, they may
appoint a person or an independent director as their proxies to attend
the meeting and vote on their behalf. The list of independent directors
is indicated in the meeting notice.

3) Every shareholder shall be treated equitably, either major or minor
shareholder, Thai or foreign shareholder.

4) The Company prioritizes the oversight of internal information use by
providing a written Code of Conduct covering the internal information
used by its staffs and executives. Penalties for information disclosure
or internal information use for personal interest are also imposed in
accordance with the preventive policy of internal information misuse.

Chapter 3 Consideration for Role of Stakeholders:

The Company and subsidiaries are aware of and recognize the rights of
all groups of stakeholders, either internal stakeholders like
shareholders and employees, or external stakeholders like clients,
creditors, competitors, government sector, and other agencies as well as
neighboring communities so that every group shall be treated equitably
and fairly because the Company and subsidiaries have been supported by
these stakeholders; this provokes competitiveness and profit to the
Company and subsidiaries, which creates the long-term value for the
Company and subsidiaries in the long run. The policy on this matter
involves:

1) Policy and practice guideline to employees

The Company and subsidiaries attach significance to their staffs as they
are a factor of success in goal attainment set by the Company and
subsidiaries. They would be cared for work opportunities, compensation,
promotion and rotation, potential development, and sufficient work
safety. The policy implementations are as follows:

1.1) The Company and subsidiaries offer appropriate and fair
compensation to every employee.

1.2) The Company and subsidiaries maintain the workplace environment to
be safe for their life and properties.

1.3) Appointment and rotation, and reward and penalty by the Company and
subsidiaries are undertaken by equality, honesty, and fairness and based
on knowledge, ability, and appropriateness of each employee.

1.4) The Company and subsidiaries encourage the employees to improve
knowledge and abilities thoroughly and regularly.

1.5) The Company and subsidiaries comply with all related laws and
regulations on employees stringently.

2) Policy and practice guideline to shareholders

The Company and subsidiaries have always realized that the shareholders
are the business owner. The Company and subsidiaries have a duty of
adding the long-term business value for these shareholders. Therefore,
the Company and subsidiaries’ directors, executives, and employees must
comply with the following policy:

2.1) The Company and subsidiaries attempt to arouse the business growth
to ensure that the shareholders shall obtain good returns.

2.2) The Company and subsidiaries respect the shareholders’ right in
receiving any necessary information for their assessment on the Company
and subsidiaries’ Management. Therefore, the Company and subsidiaries’
operating performance together with financial statements shall be
disclosed to the shareholders accurately and regularly in accordance
with the international standards as accepted by local and international
capital markets.

2.3) The Company and subsidiaries record the accounting transactions
accurately and completely in accordance with accounting standards and
related laws, which are certified by the internal auditor, the Audit
Committee, and the independent auditor of the Company.

3) Policy and practice guideline to clients

The Company and subsidiaries recognize the importance of clients, the
policy of best practices toward clients is established as follows:

3.1) The service must be provided to clients enthusiastically and
politely. They must obtain the sincere, willing, and pleasant care and
welcome while the service must be provided rapidly, precisely, and
creditably.

3.2) The clients’ information must be confidential, which must not be
used for personal interest or be used by any related persons unlawfully.

3.3) The accurate, adequate, and timely service information must be
provided to clients without exaggerated information, which may make them
misunderstand about the service quality or conditions provided by the
Company and subsidiaries.

3.4) The advice on service procedures provided by the Company and
subsidiaries must be efficient and most beneficial to clients.

4) Policy and practice guideline to partners and competitors

The Company and subsidiaries operate the business based on integrity,
ethics, and morality, which is the guideline of the right and
sustainable business operation. Therefore, the Company and subsidiaries
stringently adhere to laws applicable to business under transparency,
morality, and accountability.

4.1) The Company and subsidiaries wish that the product and service
supplies are based on standards and ethics and under the following
principles:

4.1.1) Competition among bidders to be selected appropriately and fairly

4.1.2) Criteria of partner assessment and selection

4.1.3) Preparation of an appropriate and international contract

4.1.4) System establishment for arranging and monitoring the compliance
with the contract to ensure that the provisions set forth in the
contract are complied with completely in order to prevent any corruption
and misconduct at every stage of the procurement process.

4.2) The Company and subsidiaries intends to improve and retain a
sustainable relationship with clients who have the precise purposes
regarding technical quality, product and service value suitable to the
money value, and trust on each other.

4.3) The Company and subsidiaries have no policy permitting their
directors and employees to privately receive any interest from partners.

4.4) The Company and subsidiaries shall conduct under good competition
criteria.

4.5) The Company and subsidiaries shall acquire the business
competitors’ confidential information by any dishonest or inappropriate
methods.

4.6) The Company and subsidiaries shall not make allegation against
business competitors without ungrounded facts.

5) Policy and practice guideline to the society and environment

5.1) The Company and subsidiaries set a business operation policy of
caring for environment, and complying with any and all applicable laws
and regulations.

5.2) The Company and subsidiaries shall encourage their employees to
have awareness and responsibility to the environment.

5.3) The Company and subsidiaries shall consistently and regularly share
knowledge and experience with other persons and agencies regarding
environmental conservation, and improvement of production and work
performance to be suitable to the environment.

5.4) The Company and subsidiaries shall pay respect to the tradition and
culture of each locality.

5.5) The Company and subsidiaries shall give cooperation in activities
arranged by communities where the Company and subsidiaries operate the
business as it deems appropriate.

6) Anti-corruption policy

The Company and subsidiaries position the business operation based on
transparency and morality. They adhere to the responsibility to the
society and all groups of stakeholders according to the Principle of
Good Corporate Governance as well as the policy and best practices to
those stakeholders. To ensure that the Company has policy defining
responsibility, best practices, and appropriate requirements for further
undertaking to prevent corruption in every business activities of the
Company and subsidiaries, and to make any decision-making and business
operation risky to corruption be considered and treated prudently and
appropriately, A written “Anti-corruption policy” is provided by the
Company as a clear practice guideline in the business operation.

Chapter 4 Information Disclosure and Transparency:

The Board of Directors intends to supervise the compliance with any
related laws, rules, and regulations regarding information disclosure.
The Company and subsidiaries attach significance to accurately,
completely, and transparently disclose information of the Company and
subsidiaries, as well as other financial and non-financial information
so that all related parties obtain the information equitably. The
Company’s information shall be disclosed to the shareholders and general
people via information disclosure channels and media provided by the
Stock Exchange of Thailand and the Company’s website.

The Company also attaches great significance to its financial statements
to reflect its actual financial status and operating results. Such
financial statements must be based on the complete, accurate, and
adequate accounting information in accordance with generally accepted
accounting principles. Details about each director of the Company and
subsidiaries, as well as roles and duties of the Board of Directors, and
sub-committees, remuneration for directors and top Management are also
disclosed in the Company’s Annual Report (Form 56-2) and Annual
Registration Statement (Form 56-1).

Chapter 5 Responsibility of the Board of Directors:

The Board of Directors takes responsibility to the shareholders for
business operation of the Company and subsidiaries, and business
supervision to be in line with purposes and guideline for the
shareholders’ best interest, and to consider the interest of all
stakeholders. The Board of Directors must perform duties in compliance
with laws, objectives and regulations of the Company, and resolutions of
the shareholders’ meeting and in good faith for utmost interests of the
shareholders and stakeholders in the short and long term. To ensure that
the operations of the Company and subsidiaries provoke the utmost
interests to the shareholders and stakeholders, the Board of Directors
supervises the preparation of vision, mission, goals, policies,
operation direction, strategic plans, work plans, and annual budget of
the Company and subsidiaries. The Board of Directors shall jointly share
opinions for a mutual understanding of business overview before giving
approval. The Board of Directors has policy of the minimum meeting
quorum that a resolution by the board meeting must be passed by not less
than two-thirds of votes of the total directors. The Board of Directors
also monitors the Company’s Management to ensure that it is in line with
the established goals by adhering to the guidelines given by the Stock
Exchange of Thailand and the Office of the Securities and Exchange
Commission.

1) Composition of the Board of Directors

The Board of Directors comprises the directors with knowledge,
abilities, and experience in business operation. The Board has duty of
placing policies, vision, strategy, goals, mission, business plan, and
budget of the Companies and subsidiaries, and of directing the
management team to perform work in accordance with the established
policies efficiently and proficiently under applicable laws, objectives,
Articles of Association, and resolutions of the shareholders’ meetings
and board meetings based on accountability, integrity, and prudence
subject to the Principle of Best Practices in order to enhance the
highest economic value for the business, and the highest security for
the shareholders.

The Board of Directors consists of 9 members; 4 of them are executive
directors and 5 of them are non-executive directors whereas 4 out of 5
directors are independent directors. The proportion of independent
directors of the Company exceeds one-thirds of total number of
directors. Each independent director holds full qualifications in
accordance with the Notification of the Capital Market Supervisory
Board, and the Notification of the Stock Exchange of Thailand in order
that the management inspection would be independent.

2) Roles and duties of the Board of Directors

The Company imposes that the Board of Directors must comply with the
Code of Best Practice as established by the Stock Exchange of Thailand.
The Board of Directors must understand and realize the roles, duties,
and responsibilities. Meanwhile, it must perform duties in full
conformity with laws, objectives and regulations of the Company, and
resolutions of the shareholders’ meeting and in good faith for utmost
interests of the shareholders and stakeholders. The Board of Directors
has a duty of formulating the policies, business goals, business plans,
as well as budget of the Company, and of directing the Management to
perform acts in line with such policies, work plans, and budget
efficiently and proficiently for utmost interests of the Company and
shareholders.

3) Meeting of the Board of Directors

It is determined that at least 4 board meetings must be held per year.
Any extraordinary meeting may be held as necessary, which must be
informed in advance for at least 7 days. The Company Secretary has a
duty of delivering a meeting notice together with the meeting agenda
items and all related enclosures in advance so that the directors have
adequate time to study all information prior to the meeting. Not less
than a half of total directors shall constitute the quorum.

The Chairman of the Board of Directors shall preside over the meeting.
He/she has a duty of allocating sufficient time for each agenda while
each director has independence to share his/her opinions in significant
issues by considering interests of the shareholders and other related
persons.

In each meeting, a director with conflicts of interest in a particular
agenda item must leave the meeting while considering the said agenda and
he/she has no right to vote for such agenda item.

A resolution depends on the majority vote. An objection to such
resolution by any director shall be recorded in the minutes of meeting.

In considering any agenda item, a director holds the right to see or
inspect any related documents. The Board may ask the executives relating
to such agenda item to attend the board meeting to clarify additional
information.

The Company Secretary has duties of note-taking and completing the
minutes of meeting within 14 days, keeping the minutes of meeting and
enclosures, supporting the Board of Directors to perform duties as
required by laws, Articles of Association, and resolutions of the
shareholders’ meeting, and coordinating with all related persons.

4) Remuneration to the Board of Directors

The Company’s remuneration for directors is determined precisely and
transparently based on its operating results, mission, responsibilities,
and performance of duties of the Board of Directors, which must be
beneficial to the Company. The said remuneration is fixed by comparing
it with other companies in the same size and business nature. The
remuneration includes:

1) Meeting attendance fee

2) Annual remuneration

3) Bonus for non-executive directors.

The total amount of remuneration for 3 items above must not exceed Baht
6,000,000. The Board of Directors shall initially consider the
remuneration for directors before proposing it to the shareholders’
meeting for approval in each year.

5) Development of Directors and Top Executives

The Board of Directors determines that every new director must attend
the orientation program to shape his/her knowledge and understanding in
the Company’s business and activities. Meanwhile, the Board has a policy
of offering new knowledge and viewpoints to all directors by encouraging
the regular meetings between directors and top executives to share
opinions, and to prepare them for the duty of directorship. At the same
time, the Board of Directors has policy of promoting and facilitating
for training and education to any persons related to the Company’s
corporate governance system, including directors, members of the Audit
Committee, and executives so that they would improve their performance
consistently such as training and seminar courses arranged by Thai
Institute of Directors Association, The Stock Exchange of Thailand, and
The Office of Securities and Exchange Commission, etc. The Board of
Directors also plans for the management succession to ensure that the
Company would engage capable and qualified executives to perform duties,
and the company management would be consistent.

6) Annual Report of the Board of Directors

The Board of Directors is responsible for the preparation of the
Company’s financial statements and financial information as presented in
the Company’s Annual Report. The financial statements are, at all time,
prepared in accordance with generally accepted accounting principles
under an appropriate accounting policy, regular practice, and prudent
discretion. The Board of Directors assigns the Audit Committee to
supervise the quality of financial statements, and to give opinions
toward them to the Board of Directors.

7) Board Self-evaluation

The Company places the policy that the Board of Directors of the Company
must have at least one performance evaluation in each year in order that
the Board of Directors reviews its work performance. Each director shall
provide his or her opinion toward the performance of the Board whether
it imposes, performs, and take actions appropriately or not. Such
evaluation shall be beneficial to the Board of Directors’ performance of
duties as it enables the Board of Directors to analyze any and all
obstacles, and to find out the solutions for the Board’s higher work
efficiency.

The Company Secretary shall deliver the board evaluation form, in
accordance with the evaluation form stipulated by the Stock Exchange of
Thailand, to every director for the board self-evaluation and individual
evaluation. The completed evaluation form shall be returned to the
Company Secretary to calculate the entire evaluation scores. The board’s
performance evaluation in a particular year shall be analyzed and
reported to the Board of Directors for consideration pursuant to the
foregoing objectives. In 2017, the Company’s board self-evaluation was
provided for the first time in the Meeting of the Board of Directors,
No. 1/2018 dated February 26, 2018. The evaluation criteria were
calculated from full scores in each item as listed below.

100 scores = Excellent

81-99 scores = Very Good

61-80 scores = Quite Good

41-60 scores = Fair

0-40 scores = To be improved

8) Policy and Practice of Directors and the President for Holding
Directorship in Other Companies

The Board of Directors focuses on efficient performance of duties of
every director who must be able to fully contribute his or her time to
manage the Company’s business. Therefore, it is stipulated in the
Company’s policy that each director is entitled to hold directorship for
not more than 5 listed companies. At present, no director of the Company
holds directorship in more than 5 listed companies.

The Board of Directors also defines the policy of holding directorship
in other companies by directors and the President of the Company that a
director and the President are prohibited to operate the business, which
is in the same nature to the Company or competes with the Company, not
become the partner in an ordinary partnership or the general partner in
a limited partnership or the director of a private company or other
companies whose business operations are similar to those of the Company,
or compete with the Company’s business, either such holding of
directorship is done for his or her personal interest or others’
interest unless it is informed to the shareholders’ meeting before
passing the resolution for such appointment.

At present, the directors and the President of the Company have not held
directorship in any companies whose business operations are similar to
those of the Company, or compete with the Company’s business. The
directors and the President have not yet been involved as the partner in
an ordinary partnership or the general partner in a limited partnership
or the director of a private company or other companies whose business
operations are similar to those of the Company, or compete with the
Company’s business.

9) Directorship Term

The Company complies with the Public Limited Company Act B.E. 2535, that
is, one-thirds of the total number of directors of the Company shall
vacate office in every annual general meeting of shareholders. The Board
of Directors must comprise the knowledgeable and skillful directors. The
number of directors must also fit to the business size of the Company.
At present, the Board of Directors consists of 9 members, which includes
4 executive directors, 1 non-executive director, and 4 independent
directors. Tenure of each director is 3 years.

10) Securities Holding Report

A qualified person elected as director is required to report the
securities held by him or her or his or her spouse and minor children to
the meeting of the Board of Director. Whenever any director, his or her
spouse and minor children makes the transaction of trading securities of
the Company, it must be reported to the next meeting of the Board of
Directors. The securities held by directors as of 31 December 2017 were
as follows:

  -----------------------------------------------------------------------------------
  List of Directors       Holding of                                       
                          Securities of                                    
                          Thai Polycons                                    
                          Public                                           
                          Company                                          
                          Limited                                          
  ----------------------- ------------- ---------- --------- ------------- ----------
                          As of 1                  Changes   As of 31      
                          January 2017             during    December 2017 
                                                   the year                

                          Held by       Held by              Held by       Held by
                          director      spouse and           director      spouse and
                                        minor                              minor
                                        children                           children

  1. Dr. Thanu Kulachol   -             -          -         -             -

  2. Mrs. Kanoktip        241,499,999   -          Yes       199,341,938   -
  Chanpalangsri                                                            

  3. Mr. Pathompol Saosap 699           -          No        699           -

  4. Mr. Jackrit          -             -          -         -             -
  Pongprasert                                                              

  5. Mr. Chainarong       6,433,333     -          Yes       5,833,333     -
  Chanpalangsri                                                            

  6. Mr. Cherdsak         1,136,484     -          No        1,136,484     -
  Wattanavijitkul                                                          

  7. Dr. Supong           -             -          -         -             -
  Limtanakool                                                              

  8. Mr. Pornthep         -             -          -         -             -
  Sawetwannakul                                                            

  9. Dr. Srisuda          -             -          -         -             -
  Chongsithiphol                                                           
  -----------------------------------------------------------------------------------

9.2 Committees

The Company’s directorship structure involves the Board of Directors, 2
committees, e.g. The Audit Committee and the Executive Board, and
Management.

The directors, the Audit Committee, executive directors, and Management
of the Company hold full qualifications with no forbidden
characteristics as defined in Section 68 of the Public Limited Company
Act, B.E. 2535. They have neither characteristic indicating a lack of
appropriateness in respect of trustworthiness in managing business whose
shares are held by public shareholders as specified in Section 89/3 and
89/6 of the Securities and Exchange Act, B.E. 2535, and in any related
notifications of the Capital Market Supervisory Board. Each committee
has the power, duties, and responsibilities as described below.

9.2.1 The Board of Directors. As of December 31, 2017, the Board of
Directors consists of 9 directors as listed below.

  -----------------------------------------------------------------------
  Directors                 Title              Total Number  
                                               of Meeting    
                                               Attendance    
                                               (after taking 
                                               up office)    
  ------------------------- ------------------ ------------- ------------
                                               Year 2016     Year 2017

  1. Dr. Thanu Kulachol     Chairman of the    6/6           6/6
                            Board/ Independent               
                            Director                         

  2. Mrs. Kanoktip          Director           6/6           6/6
  Chanpalangsri**                                            

  3. Mr. Pathompol Saosap   Director           6/6           6/6

  4. Mr. Jackrit            Director           5/6           5/6
  Pongprasert                                                

  5. Mr. Chainarong         Director           5/6           6/6
  Chanpalangsri                                              

  6. Mr. Cherdsak           Director           6/6           6/6
  Wattanavijitkul                                            

  7. Dr. Supong Limtanakool Director           5/6           6/6

  8. Mr. Pornthep           Director           5/6           6/6
  Sawetwannakul                                              

  9. Dr. Srisuda            Director           1/1           6/6
  Chongsithiphol                                             
  -----------------------------------------------------------------------

  Note : Directors No. 1-9 have already attended the training courses
  arranged by Thai Institute of Directors Association for Director
  Accreditation Program (DAP) arranged by Thai Institute of Directors
  Association.

Scope of Authority and Duties of the Board of Directors

1) Have the authority and duties in accordance with the Civil and
Commercial Code together with any other laws prescribing it is the
authority or duty of a director or the Board of Directors of a public
limited company.

2) Have the authority and duties of directors in accordance with the
Articles of Association of the Company.

3) Consider and approve long-term plans, work plan, budget and annual
investment budget.

4) Operate the Company’s business in conformity with laws, objectives,
Articles of Association of the Company, and resolutions of shareholders’
meetings.

5) Establish the Company’s management plan and policy, and examine the
Company’s operating performance.

6) Formulate the Company’s regulations.

6.1) appoint the Executive Board of Directors, or delegate a director or
several directors or any other person to act on behalf of the Board of
Directors and under the scope of authority permitted to the Board of
Directors, and also have the right to cancel, revoke, alter, or change
such authority.

6.2) consider and approve any other important activities relating to the
Company or it deems appropriate to undertake such activities for the
Company’s interest, except the following matters that can be undertaken
upon approval of the shareholders’ meeting. For a transaction in which a
director or person who may have a conflict, interest, or any other
conflict of interest with the Company and subsidiaries, the said
director with a conflict of interest in such matter has no right to vote
for it, including:

6.2.1) a matter required by law that it must be resolved by the
shareholders’ meeting.

6.2.2) a transaction in which a director has interest and it is
prescribed by laws or requirements of the SET that it must be approved
by the shareholders’ meeting.

6.2.3) in either of the following cases, it must be passed by votes for
not less than three-fourths of the total votes of the shareholders who
attend the meeting and have the right to vote:

6.2.3.1) sale or transfer of business of the company, in whole or in
essential part, to other persons

6.2.3.2) purchase or acceptance of transfer of business of other
companies or private companies by the company

6.2.3.3) entering into, amending, or terminating a lease of business of
the company in whole or in essential part; entrusting other person with
the Management of the company; or amalgamating business with other
persons with the objective to share profit and loss

6.2.3.4) amendment of the memorandum of association or the articles of
association of the company

6.2.3.5) capital increase, capital reduction, issuance of debentures,
amalgamation or dissolution of the company

6.2.3.6) other matters as required by law

9.2.2 The Audit Committee. Members of the Audit Committee as of December
31, 2016 were as follows:

  ----------------------- ----------------------- ------------- -----------
  Name                    Title                   Number of     
                                                  Meeting       
                                                  Attendance/   
                                                  Total         
                                                  Meetings      
                                                  (after taking 
                                                  up office)    

                                                  2016          2017

  1. Dr. Supong           Chairman of the Audit   3/4           4/4
  Limtanakool             Committee/ Independent                
                          Director                              

  2. Mr. Pornthep         Member of the Audit     3/4           4/4
  Sawetwannakul           Committee/ Independent                
                          Director                              

  3. Dr.Srisuda           Member of the Audit     3/4           4/4
  Chongsithiphol          Committee/ Independent                
                          Director                              
  ----------------------- ----------------------- ------------- -----------

Note: 1) Mr. Pornthep Sawetwannakul and Dr. Srisuda Chongsithiphol are
members of the Audit Committee who have engaged sufficient knowledge and
experience to review the reliability of the Company’s financial
statements.

  2) Mr. Vatcharachai Somboonying acted as the Secretary to the Audit
  Committee

Scope and Duties and Authority of the Audit Committee

1) Review the accuracy and adequacy of the Company’s financial reports
by coordinating with external auditors and executives of the Company,
who are responsible for preparing the Company’s quarterly and yearly
financial reports. The Audit Committee may give advice to the auditors
to review or audit any transaction it deems necessary or significant
while the Company’s account is being audited.

2) Review the appropriateness and efficiency of the Company’s internal
control and internal audit in collaboration with the Company’s external
and internal auditors; consider the independence of the Internal Audit
Section including comments on appointment, rotation, termination for the
head of the Internal Audit Section or any other works related to the
internal audit.

3) Review the Company’s operation to ensure that it complies with the
Securities and Exchange Act, regulations of the Stock Exchange of
Thailand, and any other laws relevant to the Company’s business.

4) Consider, select, and nominate an independent person to act as the
Company’s Auditor, including remuneration for the Auditor based on
reliability, sufficiency of resources, and scope of audit work performed
by such audit firm, as well as experience of persons assigned to audit
the Company’s account; and attend the meeting with the Auditors except
the Company’s executives at least once a year.

5) Consider connected transactions, and transactions involving conflicts
of interest to ensure that they are in compliance with the related laws
and regulations of the Stock Exchange of Thailand reasonably, and most
beneficial to the Company.

6) Perform any other acts as assigned by the Board of Directors and
approved by the Audit Committee; review the financial management and
risk management policy; review the compliance with the Code of Conduct
by the Company’s executives; review with the Company’s executives any
important reports to be disclosed to the public as required by laws,
e.g. Management Discussion and Analysis, etc.

7) Prepare and disclose the “Reports of the Audit Committee” as approved
by the Chairman of the Audit Committee in the Company’s annual report.
The said report must cover at least the following details:

7.1) comments on accuracy, completion, and reliability in the
preparation and disclosure of information in the Company’s financial
report

7.2) comments on sufficiency of the Company’s internal control system

7.3) comments on the Company’s compliance with the Securities and
Exchange Commission Act, regulations of the Stock Exchange of Thailand,
and other laws relevant to the Company’s business

7.4) comments on appropriateness of the independent auditor

7.5) comments on transactions involving conflicts of interest

7.6) disclosure of the number of Audit Committee meetings and the
individual meeting attendance of the Audit Committee

7.7) comments or notices that have arisen as the Audit Committee
performed its duties as defined in its charter

7.8) any other concerns that should be made available to shareholders or
general investors under the scope of duties and responsibilities
assigned by the Board of Directors

9.2.3 Executive Board of Directors. The Executive Board of Directors as
of February 1, 2017 included:

  ----------------------------------------- -----------------------------
  Name                                      Title

  1. Mrs. Kanoktip Chanpalangsri*           Chairman of the Executive
                                            Board

  2. Mr. Pathompol Saosap                   Executive Director

  3. Mr. Jackrit Pongprasert                Executive Director

  4. Mr. Vikul Lohamongkol                  Executive Director

  5. Mr. Adisorn Srisooksai                 Executive Director
  ----------------------------------------- -----------------------------

Note: *Executive Director, No. 1 was appointed as Chairman of the
Executive Board by the Meeting of the Board of Directors, No. 1/2017
dated January 30, 2017.

  ----------------------------------------------------------------------------
  Name                    Title                     Number of     
                                                    Meeting       
                                                    Attendance/   
                                                    Total         
                                                    Meetings      
                                                    (after taking 
                                                    up office)    
  ----------------------- ------------------------- ------------- ------------
                                                    2016          2017

  1. Mrs. Kanoktip        Chairman of the Executive 20/22         23/24
  Chanpalangsri           Board                                   

  2. Mr. Pathompol Saosap Executive Director        19/22         24/24

  3. Mr. Jackrit          Executive Director        22/22         24/24
  Pongprasert                                                     

  4. Mr. Vikul            Executive Director        9/9           24/24
  Lohamongkol                                                     

  5. Mr. Adisorn          Executive Director        9/9           24/24
  Srisooksai                                                      
  ----------------------------------------------------------------------------

Scope of Duties and Authority of the Executive Board

1) Have authority to make decisions on the Company’s important operating
activities by defining the scope, type, or size of mission, objectives,
direction, and policy; and oversee the Company’s overall operation,
output, and customer relationship under the scope of work plan and
budget approved by the Board of Directors.

2) Consider and approve the procurement, additional investments, sales
and purchase of permanent assets by the Company under the scope as
approved by the Board of Directors.

3) Have authority to purchase general construction materials in the
amount not more than Baht 20 million, purchase steel and concrete in the
amount not more than Baht 80 million, and employ a contractor and/or
sub-contractor in the amount not more than Baht 150 million.

4) Have authority to enter into transactions with financial
institutions, as well as borrowing and opening bank accounts under the
scope defined by the Board of Directors.

5) Have authority to perform acts and present himself/herself to the
outsiders as the Company’s representative in the business relating and
beneficial to the Company.

6) Consider the Company’s mobilization to be proposed to the Board of
Directors.

7) Approve the appointment of consultants necessary to the Company’s
operation.

8) Proceed with the activities relating to the Company’s general
operation.

9) Consider and approve the operating plan of each department in the
Company; and consider and approve the requests from the Company’s
departments that are beyond their authority.

10) If the operation based on the work plan as approved by the Board of
Directors needs a budget higher than the approved budget for 10 percent,
propose such operation to the Board of Directors for approval.

For the aforesaid delegation, the Executive Board of Directors must
comply with any and all requirements and rules as approved by the Board
of Directors of the Company. The Executive Board must not approve any
transactions in which it or person with potential conflicts of interest
has or may have the conflicts of interest in any other manner with the
Company and subsidiaries. Such transactions must be disclosed to the
Board of Directors for consideration as well.

The Executive Board is not permitted to undertake other businesses
beyond those mentioned above, except as specifically assigned by the
meeting of the Board of Directors from time to time.

9.2.4 Executives. As of December 31, 2017, the Company’s executives
include:

  -------------------------- --------------------------------------------
  List of Management         Title

  1. Mrs. Kanoktip           Chairman of the Executive Board
  Chanpalangsri**            

  2. Mr. Pathompol Saosap**  President

  3. Mr. Jackrit Pongprasert Executive Vice President, Operation
                             Engineering Division

  4. Mr. Vikul Lohamongkol   Executive Vice President, Technical
                             Engineering Division

  5. Mr. Adisorn Srisooksai  Executive Vice President, Finance and
                             Accounting Division

  6. Mr. Rattapat Rattanpan  Executive Vice President, Office Supporting
                             Division
  -------------------------- --------------------------------------------

Note: *Executives No. 1-6 are the executives as defined in the
Notification of the Office of the Securities and Exchange Commission

Scope of Duties and Authority of the President

1) Consider the allocation of annual budget to be proposed to the Board
of Directors for approval; and also consider and approve any alteration
and addition of the annual expenditures when the meeting of the Board of
Directors has not been arranged, and further propose such altered or
added annual expenditures to the next meeting of the Board of Directors
for acknowledgement.

2) Have authority to procure construction materials in the amount not
exceeding Baht 10 million per transaction, and to procure goods, device,
equipment, tools, etc. in the amount not exceeding Baht 10 million per
transaction. The procurement amount beyond the approval authority must
be approved by the meeting of the Executive Board or the Board of
Directors.

3) Approve the important investment spending as specified in the annual
expenditures as approved or previously approved in principle by the
Board of Directors.

4) Approve in principle an investment for business expansion as well as
a joint investment with other entrepreneurs, and propose it to the next
meeting of the Board of Directors for approval.

5) Approve the appointment of authorized persons for cheque payment or
payment documents of the Company as well as other contracts,
accounting/financial documents, and general documents.

6) Act as the management consultant in financial policy, marketing,
human resource management, and other operations relating to the
Company’s business operation.

7) Allocate the gratuity or compensation as approved by the Board of
Directors to the Company’s staffs or employees or any other persons
operating the business for the Company.

8) Approve the appointment, rotation, and dismissal of employees.

9) Have a duty of reporting to the Board of Directors and the Executive
Board promptly in case of bribery, possible bribery, violation against
laws, and other irregular actions, which may materially affect the
Company’s reputation and financial status.

For the aforesaid authorization, the President must comply with all
requirements and regulations as approved by the Board of Directors. The
President shall not approve any transactions in which he or any person
with possible conflicts of interest or interest or may have the
conflicts of interest in other manners with the Company and
subsidiaries. The said transactions must be also disclosed to the Board
of Directors for consideration.

The President is not permitted to undertake other businesses beyond
those mentioned above, except as specifically assigned by the meeting of
the Board of Directors from time to time.

9.2.5 Meeting attendance by the Company’s directors in committees in
2017

  -----------------------------------------------------------------------------
  List of Directors        Title as of February 1,    Meeting       
                           2017                       Attendance/   
                                                      Total         
                                                      Meetings      
                                                      (After taking 
                                                      up office)    
  ------------------------ -------------------------- ------------- -----------
                                                      Executive     Audit
                                                      Board         Committee

  1. Dr. Thanu Kulachol    Chairman of the Board/     -             -
                           Independent Director                     

  2. Mrs. Kanoktip         Director/ Chairman of      23/24         -
  Chanpalangsri            Executive Board                          

  3. Mr. Pathompol         Director/ President        24/24         -
  Saosap***                                                         

  4. Mr. Jackrit           Director/ Executive        24/24         -
  Pongprasert              Director                                 

  5. Mr. Chainarong        Director                   24/24         -
  Chanpalangsri                                                     

  6. Mr. Cherdsak          Director                   -             -
  Wattanavijitkul                                                   

  7. Dr. Supong            Director/ Chairman of the  -             4/4
  Limtanakool**            Audit Committee/                         
                           Independent Director                     

  8. Mr. Pornthep          Director/ Member of the    -             4/4
  Sawetwannakul            Audit Committee/                         
                           Independent Director                     

  9. Dr. Srisuda           Member of the Audit        -             4/4
  Chongsithiphol**         Committee/ Independent                   
                           Director                                 
  -----------------------------------------------------------------------------

9.2.6 Term of Directorship

+---------------------+--------+------+---------------+-------+-------+
| Name of Directors   | Year   | Year | Type of       | N     | Next  |
|                     | of     | of   | Directorship  | omina | A     |
|                     | Appoi  | Last |               | tion/ | ppoin |
|                     | ntment | Elec |               | A     | tment |
|                     |        | tion |               | ppoin |       |
|                     |        |      |               | tment |       |
|                     |        |      |               | of    |       |
|                     |        |      |               | Dire  |       |
|                     |        |      |               | ctors |       |
|                     |        |      |               | in    |       |
|                     |        |      |               | 2018  |       |
+=====================+========+======+===============+=======+=======+
| 1. Dr.Thanu         | 2008   | 2014 | Chairman of   | No    | 2017  |
| Kulachol            |        |      | the Board     |       |       |
|                     |        |      |               |       |       |
|                     |        |      | Independent   |       |       |
|                     |        |      | Director      |       |       |
+---------------------+--------+------+---------------+-------+-------+
| 2. Mr.Chainarong    | 1988   | 2014 | Director      | No    | 2017  |
| Chanpalangsri       |        |      |               |       |       |
+---------------------+--------+------+---------------+-------+-------+
| 3. Mr.Jackrit       | 2015   | 2016 | Director      | No    | 2019  |
| Pongprasert         |        |      |               |       |       |
+---------------------+--------+------+---------------+-------+-------+
| 4. Mrs.Kanoktip     | 2013   | 2015 | Director      | Yes   | 2018  |
| Chanpalangsri       |        |      |               |       |       |
+---------------------+--------+------+---------------+-------+-------+
| 5. Mr. Pathompol    | 2013   | 2015 | Director      | Yes   | 2018  |
| Saosap              |        |      |               |       |       |
+---------------------+--------+------+---------------+-------+-------+
| 6. Mr.Cherdsak      | 2013   | 2016 | Director      | No    | 2019  |
| Wattanavijitkul     |        |      |               |       |       |
+---------------------+--------+------+---------------+-------+-------+
| 7. Dr.Supong        | 2008   | 2014 | Director      | No    | 2017  |
| Limtanakool         |        |      |               |       |       |
|                     |        |      | Independent   |       |       |
|                     |        |      | Director      |       |       |
+---------------------+--------+------+---------------+-------+-------+
| 8. Mr.Pornthep      | 2008   | 2016 | Director      | No    | 2019  |
| Sawetwannakul       |        |      |               |       |       |
|                     |        |      | Independent   |       |       |
|                     |        |      | Director      |       |       |
+---------------------+--------+------+---------------+-------+-------+
| 9. Dr. Srisuda      | 2016   | -    | Director      | Yes   | 2018  |
| Chongsithiphol      |        |      |               |       |       |
|                     |        |      | Independent   |       |       |
|                     |        |      | Director      |       |       |
+---------------------+--------+------+---------------+-------+-------+

9.3 Nomination and Appointment of Directors and Committees

9.3.1 The Board of Directors

Nomination of the Board of Directors

The Board of Directors prioritizes the nomination and appointment the
qualified directors to supervise the Company for the best interest of
the Company. Every director shall have the preliminary qualifications as
described below.

1) Having qualifications relevant to requirements of all related laws
and notifications, notifications of the Capital Market Supervisory Board
and the SET Board of Governors, as well as the Company’s Articles of
Association regarding qualifications of a director of the Company.

2) Having integrity, morality, initiative, excellence, responsibility,
fairness, independence and fair treatment to the Company’s shareholders,
educational background, and working experience beneficial to his or her
business supervision.

3) Having been trained for business supervision and advanced
policy-setting.

4) Having determination to care for the shareholders’ interest
equitably.

5) Devoting time and competence to shift the Company’s business
development.

The Board of Directors shall consider each appropriate person to be
appointed the director, either the director who is the shareholders’
representative or the independent director based on suitable skills and
experience in order to strengthen the Board of Directors, which will be
revised from time to time as appropriate.

Appointment of the Board of Directors. The election of directors of the
Company is subject to the following criteria and procedure:

1) The Board of Directors shall comprise at least five directors of
which not less than one half shall have domicile in the Kingdom.

2) One shareholder has votes in a number equal to number of shares
he/she holds. One share is regarded as one vote.

3) In case that a shareholder exercises his/her right to elect more than
one director, he/she has the right to vote for each director according
to the number of votes he/she holds. His/her number of votes is
indivisible.

4) Voting to elect a director shall be by a majority of votes of the
shareholders present at the meeting and voting. In case of an equality
of votes, the chairman of the meeting shall have the casting vote.

5) In every annual ordinary meeting of shareholders, one-thirds of
directors shall vacate office. If the number of directors cannot be
divided exactly into three parts, directors in a number closest to
one-third shall vacate office.

In case of a vacancy of directorship for reason other than expiration of
term of office, the Board of Directors shall elect a person possessing
appropriate qualifications as the replacement director in the next
meeting of the Board of Directors.  The replacement director shall hold
office only for the remainder of term of office of the respective
director he/she replaces.

9.3.2 Audit Committee/ Independent Director

The Board of Directors or the annual general meeting of shareholders of
the Company have the power to appoint the Audit Committee/ Independent
Directors, which must involve at least 3 members who are selected from
the Board of Directors. At least one director elected as the Audit
Committee must have knowledge in accounting or finance. The term of the
Audit Committee is 3 years. The criteria of selecting the Audit
Committee/ Independent Director are as follows:

1) Holding shares no more than 0.5% of the total voting shares of the
Company.

2) Not having a business relationship and a vested interest, whether
directly or indirectly, financially or administratively, in the Company
or its subsidiaries, its associated companies, or a major shareholder or
not being a person with potential conflict of interest, which may
deprive his independence, during the period of 2 years before the
appointment as the Audit Committee/ Independent Director.

3) Not being a close relative to any executive or major shareholder of
the Company or its subsidiaries, associated companies or person with
potential conflict of interest, and not being appointed as a
representative to retain the interest of any director, executive, or
major shareholder of the said companies.

4) Being a person with knowledge and experience and being able to
perform duties, and share his opinions independently without any
influence from any group of persons.

9.3.3 Board of Executive Directors

The Board of Directors has the power to appoint the Board of Executive
Directors of the Company, which must comprise at least 3, but not more
than 5 persons who are selected from the Company’s directors or staffs
who engage good knowledge and abilities and must not be the Audit
Committee members. The Board of Executive Directors has the duty of
managing the Company’s business as assigned by the Board of Directors,
and it directly reports to the Board of Directors.

9.3.4 Top Executive (President)

To nominate the President, the Board of Executive Directors shall
preliminarily consider and seek for a person with full and complete
qualifications who must have knowledge, abilities, skills, and
experience beneficial to the Company’s business operation, good
understanding in the Company’s business undertaking, and management
skills to attain the objectives and goals established by the Board of
Directors. This qualified person shall be further proposed to the Board
of Directors for consideration and approval.

9.4 Supervision for operations of subsidiaries and associated companies

Mechanism of supervision and responsibility for operations in
subsidiaries and/or associated companies

The Company places both direct and indirect supervision mechanisms for
its subsidiaries and/or its associated companies, as well as certain
measures in monitoring their management so that the benefits in the
Company’s investments are thoroughly cared, and the operation of such
subsidiaries could be controlled and managed like a department of the
Company. The supervision mechanisms include:

1) The Company monitors and supervises the management and operating
activities of its subsidiaries and/or associated companies to ensure
they are in conformity with the Company’s policy, all laws relating to
business operation, as well as the securities and exchange law,
notifications of the Capital Market Supervisory Board, requirements of
the Stock Exchange of Thailand, which are not contrary or inconsistent
to other laws. The Company also supervises its subsidiaries and/or
associated companies to disclose their financial status and operating
performance, entering into significant transactions that are deemed the
connected transactions, or an acquisition or disposal of assets by such
subsidiaries and/or associated companies or any other important
transactions that are not under normal business courses, which must be
reported to the Company before entering into such transactions duly and
completely within the determined period.

2) The Company appoints its representatives to be directors and
executives in its subsidiaries and/or associated companies based on the
proportion of shares held in them. In this regard, the Company defines a
regulation that the Company’s Management shall nominate a person to act
the Company’s director, executive, or controlling person in its
subsidiaries and/or associated companies to the Board of Directors for
approval. The said representative must perform duties for the best
interest of those subsidiaries and/or associated companies (not to the
Company), except his/her performance of duties may be restricted by any
other laws or conditions on joint investment with the government sector,
or any other cases as stipulated by the securities and exchange law,
notifications of the Capital Market Supervisory Board, or regulations of
the Stock Exchange of Thailand.

3) In case that a subsidiary of the Company agrees to enter into a
connected transaction with a person having relationship with such
subsidiary or the transaction relating to an acquisition or disposal of
assets in such subsidiary is subject to the criteria as specified in the
notifications of the Capital Market Supervisory Board and/or the
notifications of the Stock Exchange of Thailand (as the case may be),
the Company and its subsidiary must comply with any and all criteria and
procedure as specified in those notifications before entering into such
connected transaction mutatis mutandis. The said subsidiary must comply
with the criteria and procedure as specified in those notifications as
if the Company entered into such transaction itself.

If such connected transaction needs an approval from the meeting of the
Board of Directors and/or the shareholders’ meeting of the Company
according to the notifications of the Capital Market Supervisory Board
and/or the notifications of the Stock Exchange of Thailand, the Company
and its subsidiary must take into account the transaction value by
comparing it with the Company’s consolidated financial statements.

4) In case that the Company’s subsidiaries and/or associated companies
undertake any acts, which may materially affect the Company’s financial
status and operating performance or any other interest to be received by
the Company as their shareholder; this must be considered and approved
by the shareholders’ meeting and/or the meeting of the Board of
Directors as the Board of Directors deems appropriate. The details of
the said act shall be determined by the Board of Directors.

9.5 Internal Information Control Policy

The Company gives importance to the use of internal information to
ensure that it is in line with the Principle of Good Corporate
Governance as it adheres to the Principles of Corporate Governance, and
business integrity. To ensure that the investors in the Company’s
securities would obtain the reliable information fairly and timely, the
Company defines the regulation on supervision for the use of internal
information so that it is relevant to the securities law and the
Company’s business operation is transparent. The policy on this matter
has been revised and approved by the Meeting of the Board of Directors,
No. 2/2016 dated February 25, 2016. The main issues are as follows:

1) The directors, executives, and staffs at all levels of the Company
and its subsidiaries must not use their internal information materially
affecting the price of the Company’s securities that has not yet been
disclosed to the public or the Stock of Thailand so that trading of the
Company’s securities may provoke benefits for themselves or other
persons.

2) The Company has the duty of disclosing information about important
operations of the Company and subsidiaries to the public timely and
thoroughly via media and methods determined by the Stock Exchange of
Thailand and based on the Company’s information disclosure policy, and
via any other media of the Investor Relation Department. Such
information disclosure must be also publicized to ensure that the
Company’s information reaches all groups of investors timely and fairly.

3) The Company imposes that the Board of Directors and Management as
well as their spouses and minor children shall provide reports on their
holding of the Company’s securities to the Securities and Exchange
Commission in accordance with Section 59 of the Securities and Exchange
Act B.E. 2535 (as amended) (“SEC Act”) and the Notification, No. SorJor
12/2009 of the Office of the SEC regarding Preparation and Disclosure of
Report on Securities Holding of Directors, Executives and Auditor. The
Board of Directors and Management are required to submit a copy of such
report to the Company on the same date it is submitted to the Office of
the SEC. A summary report on the holding and trading of the Company’s
securities of the Board of Directors, Management, and auditors must be
submitted to the Board of Directors meeting on the quarterly basis for
acknowledgement.

4) The directors, executives, or employees of the Company and its
subsidiaries who have received the internal information shall not be
allowed to disclose it to the third person or unrelated individuals nor
shall they sell securities of the Company within 1 month prior to the
Company’s dissemination of financial position statements to the public.

5) The directors, executives, or employees of the Company and its
subsidiaries shall not purchase, sell, transfer, or receive the transfer
of securities of the Company by using the internal information of the
Company and its subsidiaries, and/or shall not enter into any other
juristic act by using their internal information, which may cause damage
to the Company, either directly or indirectly. This requirement shall
include the spouses and minor children of the directors, executives, and
employees of the Company and its subsidiaries. It shall be deemed that
any person violating this regulation commit a serious offence.

6) The Company places the stringent regulation on safety of the computer
system and information to prevent the disclosure of significant
information. The Company establishes certain punishment for any
directors, executives or employees who use the Company’s internal
information wrongfully. The violation of this regulation deems a serious
offence and the wrong doer shall receive the disciplinary punishment and
other punishment as prescribed by law. In this regard, the Company
limits the right of access to the internal information that has not yet
been disclosed to the public. The right of access to such information is
given to certain related employees, e.g. accounting and financial staff,
investor relation staff, etc.

7) The Company’s information disclosure must be relevant to various laws
and regulations; meanwhile, it must be accurate, complete, timely, and
consistent whether or not such information may give the positive or
negative effect to the Company, investors, or capital market. The
important information not shown publicly shall be fairly disclosed to
every investor, but it must be approved by the President or an
authorized person, e.g. Public Relation Department, Investor Relation
Department, etc. prior to a particular disclosure.

9.6 Compensation for the Auditor

1) Audit Fee

The Company and its subsidiaries paid the audit fee to D I A
International Audit Company Limited, the Auditor of the Company and
subsidiaries for the fiscal year ended December 31, 2016, in the amount
of Baht 3,115,000.

2) Non-audit Fee

During the previous fiscal year, the Company and its subsidiaries made
no payment for any other services to the Company’s Auditor or the audit
firm where the Auditor has worked for, person or business relating to
the Auditor and the audit firm where the Auditor has worked for.

9.7 Compliance with the Principle of Good Corporate Governance in other
matters

Internal Control System and Internal Audit

The Company arranges the internal auditors to conduct internal audit
activities in order to ensure the Company’s financial control and
operation are in line with the established guideline efficiently. These
internal auditors also inspect any compliance with laws and regulations
relating to the Company. The audit report is directly submitted to the
Audit Committee and top executives.

10. Corporate Social Responsibilities (CSR)

10.1 General Policy

The Company and its subsidiaries have operated the business under good
corporate governance and Code of Conduct along with deep care for the
society and environment, and strong attention to all internal and
external stakeholders starting from shareholders, employees, clients,
communities, and general public, which would finally lead to the
sustainable business development.

The Company and its subsidiaries value the environment and surrounding
societies so that a happy community can get together with the business
operation, that is, every operating step of the Company is to create and
share happiness with surrounding communities, and to care for the
quality of life and environment. The Company strongly believes that
beneficence between employees, clients, and shareholders including
society and environment would provoke the sustainable growth under a
business operation policy that the Company’s service must be provided
rapidly, cost-efficiently, and full of quality for clients’ highest
satisfaction and social and environmental development.

10.2 Operation

The Company and its subsidiaries operate the business by paying great
attention to community and social interest. Except determining the
precise business operation guideline, the Company and its subsidiaries
give great importance to anti-corruption as a good model for the
society. Their business operation must be also based on morality, and
relevant to the Principle of Good Corporate Governance, which will lead
to the sustainable development in the society and environment.

1) Fair business operation

The Board of Directors of the Company places the policy, which has been
implemented consistently, on fair treatment to business partners under
integrity, respect to intellectual properties, and compliance with
commitment to the Company’s stakeholders.

Best Practices

1) Arranging for competition between price bidders, and fair and
appropriate selection.

2) Defining the criteria of business partner assessment and selection.

3) Providing an appropriate and international contract form containing
various conditions and agreements.

4) Providing a system for managing and monitoring the stringent
compliance with the contract and other related conditions. In case that
any condition cannot be complied with, the Company shall promptly inform
the business partner for mutual solution.

5) Giving the accurate, adequate, and timely information and advice on
the Company’s products and services to business partners.

6) Delivering the products or services with high quality, relevantly to
conditions agreed with business partners, and at fair price.

2) Anti-corruption

The Board of Directors has the policy that the business operation of the
Company and its subsidiaries must not involve any bribery. It determines
the tangible guideline on this matter by defining responsibilities, best
practices, and requirements on proper undertakings, and preventing
possible bribery in every business activity performed by the Company and
its subsidiaries in order that their business operation risky to bribery
is considered and treated carefully and appropriately.

Best Practices

1) Defining the disciplinary and legal punishment when finding any
person related to the Company and its subsidiaries commits any
corruption.

2) Determining the dissemination, educating, and making understanding
with all internal and external persons whose performance of duties must
relate to the Company and its subsidiaries in ensure that their
performance is relevant to the anti-corruption policy.

3) Giving fairness and protecting the persons reporting misconduct
relating to the Company and its subsidiaries.

3) Respect for human rights

The Board of Directors prioritizes and places this issue as a main
business operation policy for its sustainable growth. It recognizes
human rights and human dignity in every employee, which is a foundation
of quality and worthwhile business operation.

The Company realizes that employees are a main factor for its quality
products. Therefore, it always treats all employees fairly, including
giving a chance, compensation, promotion, rotation, and potential
development along with moral development so that the Company’s employees
become competent and good for the society; for example, providing the
fair employment to employees and giving them the appropriate
compensation based on their competence, environmental care, organizing
the working system enabling safety in life and properties and good
health among employees, encouraging employees to improve their skills
and competence thoroughly, and allowing employees to be aware of the
Company’s information consistently.

The Company always complies with all related laws, rules and regulations
stringently, fairly and equitably. Its employees are allowed to share
their opinions independently as a way to the sustainable corporate
development and management.

4) Fair treatment to labors

The Board of Directors focuses on fair treatment to all employees, and
also respects their individualism and human dignity based on the
universal human rights principle and morality principle in order to
enhance the social peace and order, and the sustainable corporate
growth.

Best Practices

1) Paying respect to working based on the human rights principle by not
discriminating against employment, not forcing persons unwilling to
work, not exploiting child labor, paying respect to rights and freedom
of employees.

2) Giving the social protection and working condition of employees by
formulating fair employment conditions, giving appropriate compensation
and welfare that are relevant to applicable laws, and avoiding any
unfair treatment possibly affecting the employees’ work stability, or
threatening or pressing the employees’ mind.

3) Protecting the employees’ health and work safety; maintaining the
work environment; and arranging the work system enabling the employees
to have safety in life and properties as well as good health.

5) Community and Social Development

The Company promotes a happy living with communities and society by
focusing on giving educational opportunities to youths and
underprivileged people so that they have knowledge, self-reliance, and
strength. In respect with the vocational education, the Company has
supported the undergraduate internship program by accepting various
university students to do an internship in the Company’s construction
sites. The Company also focuses on working with various communities, and
promoting the activities done by close and remote communities according
to the Company’s policy, and relevant to the development path of the
government sector and community lifestyle in order to enhance the
quality of life and sustainable community economy.

6) Environmental Care

The Company emphasizes that its employees at all levels must be involved
in caring for the working environment through 5-S Activities and Big
Cleaning Day in order to regularly satisfy all clients and project
visitors. For the construction process, the Company gives importance on
using any resources cost-effectively. The Company places certain
measures to control, treat, and inspect the environmental quality in the
project and adjacent communities to ensure that its activities would be
environmentally friendly and consistently improved.

Best Practices

1) Improving and acquiring knowledge to manage and prevent the pollution
thoroughly.

2) Realizing the exploitation of resources cost-effectively and
sustainably.

3) Promoting the business operation that could help minimize the global
warming.

4) Promoting the knowledge transfer between the Company’s employees
about environment so that they have good understanding and this becomes
the corporate culture, which would lead to the sustainable practice.

7) Innovations and dissemination of innovations from business operation

The Board of Directors determines the corporate vision that “The Company
is oriented to become a full service organization in the construction
industry, continuing to develop and grow to create stability and
sustainability”, which shall lead to the Company’s added-value in the
long run. The Company’s knowledge would be developed together with new
technologies and human resource development. These would provoke
conceptual changes and efficient working process under the Company’s
international standard quality, which can eventually satisfy the clients
and enhance the Company’s competitive work quality that is also relevant
to the market demand and trend of changing technologies.

10.3 Social and Environmental Activities

Apart from normal business operations, the Company has always considered
the social interest and environment as well as other stakeholders,
business partners, shareholders, and other related parties. Therefore,
the Company assigns the Corporate Communications & Corporate Social
Responsibility (CC&CSR) to be in charge of arranging various CSR
activities for the social interest and environment, either in process or
after process, as a type of compensation to the society by the Company’s
genuine social responsibility.

10.3.1 CSR in Process

1) Responsibility toward related persons

The Company cultivates all staffs to recognize both quality and morality
as sources of value and merit while its business operation must be
lawful, transparent, and fair in accordance with the Principle of
Corporate Government and Code of Conduct.

2) Responsibility toward business partners, shareholders, employees, and
other related persons

The Company values all shareholders, business partners, and employees.
It aims at boosting the profit by trimming the cost and expenses, making
the anti-corruption campaign by promoting smart and honest people,
wiping out the deceivers, and promoting morality, and encouraging its
employees to solve any problems tangibly.

3) Responsibility toward employees

3.1) every employee is the most valuable resource of the Company;
therefore, each would be developed to be a valuable person. The Company
also makes each employee recognize both quality and morality in his/her
working; meanwhile, it offers the reasonable compensation, progress, and
other welfare.

3.2) paying respect to human rights of every employee; for example,
placing the management system for fair compensation; arranging meeting
activities between executives and staffs, caring for employees’ safety
by providing the safety manual (TPOLY-HSE-MAN-01), employees’ health
insurance, saving project, home opening for health care of employees in
every project, mind-guided by Buddhism moral code, etc.

3.3) developing all communication and public relation channels (E-mail,
website, intranet, Facebook, YouTube, Line, printing media).

3.4) activities for knowledge and problem sharing by raising His Majesty
the King’s royal guidance to be shared as the working model in the
Company’s monthly meeting.

3.5) making an internal public relation called “Pee Tu Word of Mouth” in
order to disseminate the Company’s information internally in order to
encourage the corporate care.

3.6) Technical and Design Department, Information System Department, and
Legal Department disseminate the construction, IT, and legal knowledge
in the organization on the monthly basis.

3.7) making energy saving campaigns, e.g. water, electricity, paper,
etc.

10.3.2 CSR After Process

The Company recognizes that its business operation is to create and
share happiness with neighboring communities in every operating step.
The Company cares for the quality of life and environment as it do
believe that beneficence with each other will make us enjoy the
sustainable growth. Therefore, “Non-stop Doing Good Deeds” project was
established to offer the Company’s supports to the society, e.g. School
Facilities from Elder to Younger project, One-Baht at Dawn and One-Baht
at Dusk for Students’ Lunch project, Love Share to Younger project,
Disaster Victim Mitigation project, etc. These projects allow the
Company’s employees to take part in supporting the society, and learn
how to give before taking. The social projects in respect with education
were as follows:

School Facilities from Elder to Younger project

  1. In 2008, construction of a library for Wat Bang Toei Ni School at
  Pathum Thani.

  2. In 2011, construction of a school building, Thai Polycons 1” with 4
  classrooms for Ban Mab Lao Cha-on School at Tambon Sak Pong, Amphoe
  Klaeng, Rayong.

  3. In 2012, construction of a school building, Thai Polycons 2” with 4
  classrooms for Wat Pak Klong Phra Ajarn School at Tambon Bang Somboon,
  Amphon Ongkarak, Nakhon Nayok.

  4. In 2014, construction of Ban Khiri Lom Borker Police Patrol School
  (Charoen Chanpalangsri Building), which is a 2-storey school building
  with 8 classrooms to be offered to H.R.H. Princess Maha Chakri
  Sirindhorn, located at Moo 8, Tambon Chang Raek, Amphoe Bang Saphan
  Noi, Prachuap Khiri Khan.

One-Baht at Dawn and One-Baht at Dusk for Students’ Lunch project

This project aims at rooting the Company’s employees and schools with
potential to help other unprivileged schools. In 2016, this project has
been undertaken at Wat Bang Toei Ni School at Pathum Thani, Wat Pak
Klong Phra Ajarn School at Nakhon Nayok, Ban Mab Lao Cha-on School at
Rayong, Wat Tri Rattanaram School at Bangkok, Wat Pra Tan Dong Rang
School at Kanchanaburi, and Nium Klum Community close to the Company’s
head office.

Love Share to Younger project

This project aims at delivering the teaching and learning materials, and
sports facilities. It goes together with School Facilities from Elder to
Younger project.

11. Internal Control and Risk Management

11.1 Summary of Opinions of the Board of Directors about the Company’s
Internal Control System

The Board of Directors of the Company perpetually places importance on
the internal control system to prevent and mitigate potential risks. It,
therefore, assigns the Audit Committee, comprising certain independent
directors, to review the assessment of the Company’s internal control
system. The Internal Control Department, which directly reports to the
Audit Committee, has the duty of auditing the operating system of every
department and project subject to the Company’s annual audit plan to
ensure that those operations are full of efficiency and proficiency
while the Company’s resources are employed cost-effectively and
usefully. The said internal control system also covers the control of
operations, accurate, reliable and timely financial statements, policy
implementation, and compliance with any laws and regulations required by
the government and related authorities. The efficiency of this internal
control system has been regularly reviewed so that the Company’s
business operation offers the highest interest to its shareholders on
the basis of equity and interest of all stakeholders. The Audit
Committee also has the duty of considering, selecting, and proposing the
appointment of auditors and auditors’ fee, and of considering the
disclosure of the Company’s information that must be accurate and
complete in case that a connected transaction or a transaction possibly
causing the conflict of interest occurs.

In 2016, the Audit Committee had 4 meetings, and the Audit Committee had
another 4 joint meetings with the auditors without the Company’s
Management, to review the Company’s financial statements so that the
Audit Committee were able to raise questions about the audit plan and
various issues discovered in the auditing activities independently,
which were further proposed to every meeting of the Board of Directors
attended by the Management so that those doubtful issues are remedied.

Regarding the risk management, the Company focuses on implementing the
risk management system to control all risks at an acceptable level. The
Company’s Management shall consider all risk factors the Company has
encountered or may encounter, analyze the potential impact and
possibility before determining the preventive measures to control them
at an acceptable level and to be relevant to the Company’s policy. The
risk management system and its efficiency shall be reviewed and assessed
annually or at any time it is found that the risk level is changing. The
Internal Control Department shall monitor all risks constantly and
report them to the Company’s Management.

In the Meeting of the Board of Directors, No. 2/2017 dated February 24,
2017, the Board of Directors assessed the adequacy and appropriateness
of the Company’s internal control system from the assessment report
submitted by the Audit Committee based on the adequacy of internal
control system assessment form. There are 5 assessment issues, including
organization and environment, risk management, operation control by
Management, information system and communications, and monitoring
system. It was concluded that the Company’s internal control system was
adequate and appropriate for the business operation. It had no material
defects, and could prevent the use of assets of the Company and
subsidiaries improperly or without authorization. The Company’s
financial statements were prepared subject to the generally accepted
accounting principles. The disclosure of such financial statements was
accurate and reliable. The Company’s business operation was absolutely
in conformity with law on securities and exchange and other related
laws. The Board of Directors, the Audit Committee, and auditors of the
Company had a relevant opinion that the Company’s operation has been
transparent under the Corporate Governance Principles, and proper and
efficient internal control system, which were able to prevent the
Company’s Management or employees to use the assets unlawfully or
without authorization.

11.2 Internal Control Chief. Mr. Watcharachai Somboonying is the Manager
of the Internal Audit Department. The Audit Committee was of opinion
that Mr. Watcharachai Somboonying was qualified to act as the Manager of
the Internal Audit Department efficiently. The appointment, removal, and
transfer the Manager of the Internal Audit Department must be approved
by the Audit Committee.

Report of the Audit Committee

The Audit Committee of Thai Polycons Public Company Limited consists of
the independent directors who hold full qualifications and experience in
law, accounting, and corporate management. In 2017, the Audit Committee
consisted of 3 members; namely, Dr. Supong Limtanakool as Chairman of
the Audit Committee, Mr. Pornthep Sawetwannakul and Dr. Srisuda
Chongsithiphol as members of the Audit Committee.

The Audit Committee has performed all duties as assigned by the Board of
Directors and regulations of Thai Polycons Public Company Limited on
Criteria and Best Practices of the Audit Committee, which were also
relevant to the requirements of the Stock Exchange of Thailand. The
Audit Committee’s main policy was to comply with the Principles of
Corporate Governance, laws, good internal control system, and other
related rules and regulations under international standards so that the
Company’s management was under fairness and responsibility of the Board
of Directors for all shareholders. Then, the Company’s operation could
assure that the Board of Directors and the Management have conformed to
the Company’s corporate policy appropriately and completely. The Audit
Committee has constantly reviewed the financial statements and internal
control system to ensure that it would be suitable and appropriate for
various changing circumstances. The Audit Committee has also assessed
the Company’s risk management, regulated the internal audit and auditing
activities of the Company, and performed other duties as assigned by the
Board of Directors. The performance of the Audit Committee could be
summarized as follows:

-   Focus on preventive auditing to enhance the systematic working, and
    on knowledge creation to make the Company’s workers had the good
    knowledge and understanding so that their working would be proper,
    under the same standard, in compliance with all related rules and
    regulations, and fewer defects.

-   The Management and employees’ performance must comply with all
    related laws, rules, and regulations.

-   Manage the operating risks by focusing on identifying risk factors
    in operating.

In 2017, the Audit Committee had 4 meetings and each member of the Audit
Committee attended all meetings. It has discussed with the Management,
internal auditors, and external auditors in related matters, which were
summarized below.

1. Review of financial statements – The Audit Committee together with
the Management and the Internal Audit Department have mutually reviewed
the quarterly financial statements and budget for the year 2017 of the
Company, as well as consolidated financial statements, connected
transactions, and transactions with conflicts of interest. The auditors
were invited to attend every meeting in which the quarterly and yearly
financial statements were reviewed. In the said meetings, the Audit
Committee enquired the auditors about adequacy and completeness of the
financial statements, significant adjustments possibly affecting the
financial statements, adequacy and appropriateness of accounting record
method and auditing scope, accurate, complete, and adequate disclosure
of information, and auditors’ independence to ensure that the
preparation of those financial statements were in compliance with legal
requirements and generally accepted accounting principles, which had to
be reliable and timely.

2. Review of efficiency of the internal control system – The Audit
Committee has reviewed the internal control system with the auditors and
the head of the Internal Audit Department in every quarter. The reviewed
issues included the Company’s operation, utilization of resources,
maintenance of assets, prevention or reduction of errors, damages,
leakage, wastage or fraud, reliability of financial statements, and
compliance with laws, rules and regulations.

3. Review of Good Corporate Governance – The Audit Committee has
reviewed the Company’s operation according to the established working
system, which determined that the Company’s business operation had to be
based on morality while it had to be in conformity with law on
securities and exchange, requirements of the Stock Exchange of Thailand
as well as other laws relating to the Company’s business operation,
especially connected transactions and related transactions between
companies in the Group to ensure that the Company conformed to normal
business conditions reasonably.

4. Oversight of internal audit – The Audit Committee has reviewed the
internal audit plan and implementations. It has also provided and
monitored the correction of significant issues as stated in the auditing
report so that the Company would have the good corporate governance and
adequate internal control. The Audit Committee had an opinion that the
Company’s internal audit system and information management were
adequate, proper, and efficient.

5. Appointment of the external auditors for Year 2018 – The Audit
Committee has reviewed and approved the appointment of auditors of D I A
International Company Limited to be the Company’s auditors for Year
2018. This appointment and audit fee were proposed to the Board of
Directors for consideration before being further proposed to the 2018
Annual General Meeting of Shareholders for consideration and approval.

Briefly, the Audit Committee has performed its duties and
responsibilities as defined in the Charter of the Audit Committee
approved by the Board of Directors by using its skills and abilities
with prudence and independence for fair interest of all stakeholders.
The Audit Committee was of opinion that the financial statements of the
Company were accurate, reliable, and relevant to the generally accepted
accounting standards. The Company’s internal control and internal audit
systems were also proper and efficient. The Company’s operations were in
conformity with the Principles of Good Corporate Governance, laws,
requirements, and obligations relating to its business operation.

In 2017, the Audit Committee had 4 meetings with the auditors to
independently discuss about the Company’s financial statements and the
discussion outcome has satisfied both parties.

  On behalf of the Audit Committee

  []

  Dr. Supong Limtanakool

  Chairman of the Audit Committee

Internal Control

In the Meeting of the Board of Directors of Thai Polycons Public Company
Limited, No. 1/2018 on February 26, 2018 in which all three members of
the Audit Committee attended, the Audit Committee assessed the Company’s
internal control system by enquiring the Management about the following
issues:

1. Organization and environment

The Company defined the exact and measurable business operation goals,
which were stated in its quality objectives. The Company also determined
certain indicators as employees’ operating guideline, provided the
quality manual as the policy document communicated from the Management
to the operating level, and determined the corporate structure enabling
the Management to control the operation efficiently and the system
proficiency continuously according to those requirements. For example,
ISO 9001-2008, which is a quality management system, has been used as a
tool of operation and planning. The Company placed the procurement
control system so that any financial transactions and general management
of the Company were concise and able to prevent corruption. An on-line
computer program was installed to link the entire operations to quickly
obtain the information in the Company’s head office and projects. This
was beneficial to make decision on management and to improve work
efficiency consistently.

By recognizing the importance of the employees’ work achievements, the
Company has regularly reviewed the working goals, and analyzed the
motives given to the employees reasonably by mainly considering the
shareholders’ interest. The compensation given had to motivate the
employees to work with full capacity and provoke the highest profit to
the Company. Besides, for the Company’s long-term interest, the Company
defined certain written requirements that the Management and employees
would not have any conduct possibly causing the conflicts of interest
against the Company, and the penalties were imposed as well. The
morality in details was defined for the employees. The Company adhered
to morality for every business partner, gave the good work care and
support, had the punctual payments, and did not exploit any business
partner.

2. Risk management

The Company has regularly arranged for the risk assessment meetings to
consider all internal and external risk factors, which might materially
affect its business operation. The Meeting considered various problems,
and analyzed the circumstances that were the risk factors before
imposing certain measures to solve and prevent any future risks. The
Company also determined some measures and the department responsible in
monitoring the events originating those risks so that such measures
could be implemented and such risks could be prevented timely in the
future. Every related employee was informed of those measures and he/or
had to conform to those risk management measures. All related employees
were also trained to be aware of those risk management measures for
further implementations.

3. Control of the Management’s performance

The Company defined the scope of duties, authority, and budget approval
limit for its executives at each level precisely in writing. The duties
and responsibility for transaction approval based on each working line
were segregated clearly while such transaction approval was examined
seriously. The documents attached to accounting records, and
information, as well as collection of properties were kept carefully.
The departments in charge of overseeing these were separated clearly. If
the Company made any transaction with a major shareholder, director,
executive, or person related to such persons, the Committee in charge of
overseeing such transaction would have the meeting to consider the case
carefully in order to prevent the transfer of interest whereas the
Company’s highest interest was regarded. Such transaction would be also
considered like the transaction made with the third person. The Company
also defined some measures to examine whether the Company’s operation
was in compliance with all related laws or not. This aimed at minimizing
the business risks, and retaining the Company’s reputation and prestige.
Every transaction made by the Company would be reported to the Audit
Committee for transparency and it would be checked whether it was the
Company’s normal business or not.

4. Information and communication system

The Company arranged for an adequate and qualified access to the
important information so that it could be used by its directors,
executives, shareholders, or other related persons for their
decision-making. The Company outlined the characteristics of qualified
information, which had to contain necessary and adequate contents for
decision-making, was accurate and complete, up-to-date, understandable,
and well-kept. It was so essential to promote the efficiency of the
internal control system. In each board meeting, each director would
receive the notice to the meeting and enclosures within the period as
required by law. The documents attached to accounting records and other
accounting would be kept completely in separate sections. The Company
has never been advised by the auditors on this defect. In addition, the
Company determined that the Executive Board meetings would be arranged
in order to monitor the Executive Board of Directors’ management. Such
meeting would be arranged in every month to which all facets of
information including management, techniques, finance, accounting, and
law would be presented to the executives for consideration.

5. Monitoring system

The Company established its business goals while the Board of Directors
consistently reviewed and compared whether or not the Management’s
performance was relevant to such established goals, and operating
procedure specified in ISO 9001-2008. Once the operating outcome was
defective or different from the established goals, the Executive Board
had power to order for remedies within the reasonable period whereas
every related party would have the meeting to inform and monitor its
working at all time. The Company also arranged for the regularly
inspection of the internal control system; this was under responsibility
of the Company’s internal auditors who had adequate independence to
inspect and ask for any related information from various departments
before reporting the inspection results to the Board of Directors or the
Audit Committee of the Company. The Company placed the policy that the
Management had to report to the Board of Directors immediately once
corruption or doubtful fraud, violation against law and/or wrongful
conduct occurred, which might negatively affect the Company’s reputation
and financial status.

After the assessment, the Board of Directors was of opinion that the
Company has achieved an adequate and appropriate internal control system
in making transactions with its major shareholders, directors,
executives, or related persons. The internal control system in 5 areas
was appropriate and adequate to prevent the unlawful or unauthorized use
of properties by the Company’s Management. The Company’s internal
auditing had independence to monitor and assess the internal control
activities. The Company also established a system of collecting
important documents so that they might be checked by the directors,
auditors, authorized persons as permitted by law in the appropriate
time.

12. Connected Transactions

12.1 Summary of connected transactions between the Company,
subsidiaries, and related companies or persons with potential conflicts
of interest in 2017 and 2016

+--------+------+---------+-------------+---+----+--------------------+
| Name/  | Rela | Tran    | Transaction | Y | Ye | Rationale and      |
| Nature | tion | saction | Type        | e | ar | Necessity          |
| of     | ship | F       |             | a | 20 |                    |
| Bu     |      | eatures |             | r | 16 |                    |
| siness |      |         |             | 2 |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | 1 |    |                    |
|        |      |         |             | 7 |    |                    |
+========+======+=========+=============+===+====+====================+
| 1.     | Su   | - TPOLY | Trade       | 3 | 2. | - Lease of         |
| Thai   | bsid | leased  | account     | 8 | 45 | machinery on the   |
| Po     | iary | out the | receivable  | . |    | market price to    |
| lycons |      | ma      |             | 7 | -  | the Joint Venture  |
| and    |      | chinery | Rental      | 4 |    | to avoid spending  |
| Laem   |      | for     | income      |   | 3  | much money in the  |
| Thong  |      | b       |             | 1 | 0. | investment.        |
| Phatt  |      | usiness | Short-term  | . | 99 |                    |
| halung |      | ope     | loan        | 8 |    | - To boost the     |
| Joint  |      | ration. |             | 2 | 7. | liquidity of the   |
| Ve     |      |         | - Opening   |   | 75 | Joint Venture.     |
| nture/ |      | - TPOLY | balance     | ( |    |                    |
| Constr |      | granted |             | 0 | (0 | - Calculated by a  |
| uction |      | to the  | -           | . | .0 | short-term loan    |
| Bu     |      | Joint   | Increasing  | 0 | 0) | with interest of   |
| siness |      | Venture | during the  | 0 |    | 7% per annum.      |
|        |      | a       | period      | ) | 3  | TPOLY has already  |
|        |      | sho     |             |   | 8. | set aside the      |
|        |      | rt-term | -           | 4 | 74 | allowance for bad  |
|        |      | loan    | Decreasing  | 0 |    | debts for the      |
|        |      | with    | during the  | . | 1. | entire amount of   |
|        |      | i       | period      | 5 | 79 | loan and interest. |
|        |      | nterest |             | 6 |    | TPOLY has ceased   |
|        |      | of 7%   | - Ending    |   | 5. | the recognition of |
|        |      | per     | year        | 3 | 10 | interest income in |
|        |      | annum.  | balance     | . |    | Quarter 3/2016     |
|        |      |         |             | 5 |    | since Laem Thong   |
|        |      | -       | - Interest  | 1 |    | Joint Venture has  |
|        |      | I       | income      |   |    | not yet tendered   |
|        |      | nterest |             | 8 |    | any additional bid |
|        |      | income  | - Accrued   | . |    | for construction   |
|        |      |         | interest    | 6 |    | works.             |
|        |      | -       |             | 1 |    |                    |
|        |      | Accrued |             |   |    |                    |
|        |      | i       |             |   |    |                    |
|        |      | nterest |             |   |    |                    |
+--------+------+---------+-------------+---+----+--------------------+
| 2.     | Joi  | - TPOLY | Short-term  | 1 | 1. | - Since a project  |
| Thai   | ntly | granted | loan        | . | 12 | of the Joint       |
| Po     | co   | a       |             | 1 |    | Venture has not    |
| lycons | ntro | sho     | - Opening   | 2 | 0. | yet received the   |
| P.S.M. | lled | rt-term | balance     |   | 00 | advance payment    |
| Joint  | en   | loan    |             | 0 |    | for its operation; |
| Ve     | tity | with    | -           | . | (0 | the Joint Venture  |
| nture/ |      | i       | Increasing  | 0 | .0 | borrowed a loan    |
| Constr |      | nterest | during the  | 8 | 0) | from TPOLY for its |
| uction |      | of 7%   | period      |   |    | working capital.   |
| Bu     |      | per     |             | ( | 1. |                    |
| siness |      | annum   | -           | 0 | 12 | - Calculated by a  |
|        |      | to the  | Decreasing  | . |    | short-term loan    |
|        |      | Joint   | during the  | 0 | 0. | with interest of   |
|        |      | V       | period      | 3 | 05 | 7% per annum.      |
|        |      | enture. |             | ) |    | TPOLY has already  |
|        |      |         | - Ending    |   | 0. | set aside the      |
|        |      | -       | year        | 1 | 08 | allowance for bad  |
|        |      | I       | balance     | . |    | debts for the      |
|        |      | nterest |             | 1 |    | entire amount of   |
|        |      | income  | - Interest  | 7 |    | loan and interest. |
|        |      |         | income      |   |    | TPOLY has ceased   |
|        |      | -       |             | 0 |    | the recognition of |
|        |      | Accrued | - Accrued   | . |    | interest income in |
|        |      | i       | interest    | 1 |    | Quarter 3/2016     |
|        |      | nterest |             | 0 |    | since Thai         |
|        |      |         |             |   |    | Polycons PSM Joint |
|        |      |         |             | 0 |    | Venture has not    |
|        |      |         |             | . |    | yet tendered any   |
|        |      |         |             | 1 |    | additional bid for |
|        |      |         |             | 0 |    | construction       |
|        |      |         |             |   |    | works.             |
+--------+------+---------+-------------+---+----+--------------------+
| 3.     | Joi  | - TPOLY | Short-term  | - | -  | - To enable the    |
| TP     | ntly | granted | loan        |   |    | Joint Venture to   |
| OLYHRC | co   | a       |             | - | -  | have the working   |
| Joint  | ntro | sho     | - Opening   |   |    | capital during the |
| Ve     | lled | rt-term | balance     | - | -  | initial stage of   |
| nture/ | en   | loan    |             |   |    | its business       |
| Constr | tity | with    | -           | - | -  | operation in 2015. |
| uction |      | i       | Increasing  |   |    |                    |
| Bu     |      | nterest | during the  |   |    | - Calculated by a  |
| siness |      | of 7%   | period      |   |    | short-term loan    |
|        |      | per     |             |   |    | with interest of   |
|        |      | annum   | -           |   |    | 7% per annum.      |
|        |      | to the  | Decreasing  |   |    |                    |
|        |      | Joint   | during the  |   |    | - TPOLY closed the |
|        |      | V       | period      |   |    | Joint Venture in   |
|        |      | enture. |             |   |    | Quarter 2/2016 due |
|        |      |         | - Ending    |   |    | to no tendering of |
|        |      |         | year        |   |    | bids.              |
|        |      |         | balance     |   |    |                    |
+--------+------+---------+-------------+---+----+--------------------+
| 4.     | Su   | - TPOLY | Income from | - | -  | - In 2014, the     |
| TPCI   | bsid | sold    | sales       |   |    | Joint Venture      |
| Joint  | iary | const   |             | - | 0  | purchased the      |
| Ve     |      | ruction | Rental      |   | .0 | deformed bars      |
| nture/ |      | ma      | income      | 3 | 02 | steel for its      |
| Constr |      | terials |             | 1 |    | construction       |
| uction |      | to the  | Trade       | . | 3  | through Thai       |
| Bu     |      | Joint   | account     | 3 | 1. | Polycons Plc.      |
| siness |      | Venture | receivable  | 7 | 37 | subject to the     |
|        |      | for     |             |   |    | price agreed with  |
|        |      | b       | - Other     | 0 | 0  | the supplier.      |
|        |      | usiness | receivables | . | .0 |                    |
|        |      | ope     |             | 0 | 03 | - Lease of         |
|        |      | ration. | Short-term  | 4 |    | machinery on the   |
|        |      |         | loan        |   | 14 | market price so    |
|        |      | - TPOLY |             | 3 | 4. | that the Joint     |
|        |      | sold    | - Opening   | 5 | 95 | Venture needed not |
|        |      | mat     | balance     | . |    | to spend much      |
|        |      | erials/ |             | 3 | 6  | money for          |
|        |      | equ     | -           | 6 | 4. | investment.        |
|        |      | ipment, | Increasing  |   | 12 |                    |
|        |      | leased  | during the  | 3 |    | - To reduce and    |
|        |      | out the | period      | 0 | (1 | control the        |
|        |      | ma      |             | . | 73 | construction cost, |
|        |      | chinery | -           | 9 | .7 | the staff of TPOLY |
|        |      | to be   | Decreasing  | 0 | 1) | were sent to       |
|        |      | used in | during the  |   |    | control the work.  |
|        |      | b       | period      | ( | 3  |                    |
|        |      | usiness |             | 3 | 5. | - To make the      |
|        |      | ope     | - Ending    | 4 | 36 | Joint Venture have |
|        |      | ration. | year        | . |    | the working        |
|        |      |         | balance     | 0 | 2. | capital.           |
|        |      | - TPOLY |             | 9 | 67 |                    |
|        |      | a       | - Interest  | ) |    | - Calculated by a  |
|        |      | ssigned | income      |   | -  | short-term loan    |
|        |      | its     |             | 3 |    | with interest of   |
|        |      | staff   | - Accrued   | 2 |    | 7% per annum       |
|        |      | to      | interest    | . |    |                    |
|        |      | control |             | 1 |    |                    |
|        |      | the     |             | 7 |    |                    |
|        |      | const   |             |   |    |                    |
|        |      | ruction |             | 2 |    |                    |
|        |      | works.  |             | . |    |                    |
|        |      |         |             | 6 |    |                    |
|        |      | - TPOLY |             | 2 |    |                    |
|        |      | granted |             |   |    |                    |
|        |      | a       |             | 0 |    |                    |
|        |      | sho     |             | . |    |                    |
|        |      | rt-term |             | 0 |    |                    |
|        |      | loan    |             | 5 |    |                    |
|        |      | with    |             |   |    |                    |
|        |      | i       |             |   |    |                    |
|        |      | nterest |             |   |    |                    |
|        |      | of 7%   |             |   |    |                    |
|        |      | per     |             |   |    |                    |
|        |      | annum   |             |   |    |                    |
|        |      | to the  |             |   |    |                    |
|        |      | Joint   |             |   |    |                    |
|        |      | V       |             |   |    |                    |
|        |      | enture. |             |   |    |                    |
|        |      |         |             |   |    |                    |
|        |      | -       |             |   |    |                    |
|        |      | I       |             |   |    |                    |
|        |      | nterest |             |   |    |                    |
|        |      | income  |             |   |    |                    |
|        |      |         |             |   |    |                    |
|        |      | -       |             |   |    |                    |
|        |      | Accrued |             |   |    |                    |
|        |      | i       |             |   |    |                    |
|        |      | nterest |             |   |    |                    |
+--------+------+---------+-------------+---+----+--------------------+
| 5.     | Su   | - TPOLY | Rental      | 0 | 0. | - TPOLY leased out |
| Thung  | bsid | leased  | income      | . | 12 | the vehicles to    |
| Sung   | iary | out the |             | 0 |    | facilitate the     |
| Green  |      | prop    | Other       | 2 | 0. | operation.         |
| Co.,   |      | erties. | receivable  |   | 02 |                    |
| Ltd./  |      |         |             | - |    | - Subject to the   |
| Energy |      | - TPOLY | Advance     |   | 6. | power plant        |
| Bu     |      | has     | payment for | - | 84 | construction       |
| siness |      | been    | c           |   |    | contract           |
|        |      | engaged | onstruction | 1 | 25 |                    |
|        |      | for the | cost        | 9 | 6. |                    |
|        |      | power   |             | . | 32 |                    |
|        |      | plant   | C           | 6 |    |                    |
|        |      | constr  | onstruction | 5 | -  |                    |
|        |      | uction. | revenues    |   |    |                    |
|        |      |         |             | - | 6  |                    |
|        |      |         | Adm         |   | 1. |                    |
|        |      |         | inistration | 3 | 30 |                    |
|        |      |         | revenues    | 1 |    |                    |
|        |      |         |             | . |    |                    |
|        |      |         | Retention   | 3 |    |                    |
|        |      |         | receivable  |   |    |                    |
+--------+------+---------+-------------+---+----+--------------------+
| 6.     | Joi  | - TPOLY | Revenues    | - | 3. | - Subject to the   |
| Ma     | ntly | has     | from        |   | 74 | power plant        |
| hachai | co   | been    | c           | - |    | construction       |
| Green  | ntro | engaged | onstruction |   | -  | contract           |
| Power  | lled | for     |             | - |    |                    |
| Co.,   | en   | power   | Trade       |   | -  |                    |
| Ltd./  | tity | plant   | receivable  | - |    |                    |
| Energy |      | constr  |             |   | -  |                    |
| Bu     |      | uction. | Advances    | - |    |                    |
| siness |      |         |             |   | -  |                    |
|        |      |         | Other       |   |    |                    |
|        |      |         | payables    |   |    |                    |
|        |      |         |             |   |    |                    |
|        |      |         | Retention   |   |    |                    |
|        |      |         | receivable  |   |    |                    |
+--------+------+---------+-------------+---+----+--------------------+
| 7.     | Su   | - TPOLY | Revenues    | - | -  | - Subject to the   |
| M      | bsid | has     | from        |   |    | power plant        |
| aewong | iary | been    | c           | - | -  | construction       |
| Energy |      | engaged | onstruction |   |    | contract           |
| Co.,   |      | for     |             | - | -  |                    |
| Ltd./  |      | power   | Advances    |   |    |                    |
| Energy |      | plant   |             | - | -  |                    |
| Bu     |      | constr  | Other       |   |    |                    |
| siness |      | uction. | payables    |   |    |                    |
|        |      |         |             |   |    |                    |
|        |      |         | Retention   |   |    |                    |
|        |      |         | receivable  |   |    |                    |
+--------+------+---------+-------------+---+----+--------------------+
| 8.     | Su   | - TPOLY | Adm         | - | -  | - Subject to the   |
| Satun  | bsid | has     | inistration |   |    | operation contract |
| Green  | iary | been    | revenue     | 4 | 20 |                    |
| Power  |      | engaged |             | 0 | 7. | - Subject to the   |
| Co.,   |      | to      | Revenues    | 0 | 98 | power plant        |
| Ltd./  |      | proceed | from        | . |    | construction       |
| Energy |      | with    | c           | 5 | 11 | contract           |
| Bu     |      | the     | onstruction | 6 | 1. |                    |
| siness |      | appl    |             |   | 95 | - To make the work |
|        |      | ication | Advances    | 1 |    | complete on        |
|        |      | for     |             | 5 | 2  | schedule, TPOLY    |
|        |      | l       | Retention   | . | 1. | has been engaged   |
|        |      | icense. | receivable  | 7 | 06 | to control the     |
|        |      |         |             | 1 |    | landfill work.     |
|        |      | - TPOLY | Revenue     |   | 0. |                    |
|        |      | has     | from        | 5 | 02 |                    |
|        |      | been    | control of  | 8 |    |                    |
|        |      | engaged | landfill    | . |    |                    |
|        |      | for     | work        | 5 |    |                    |
|        |      | power   |             | 1 |    |                    |
|        |      | plant   |             |   |    |                    |
|        |      | constr  |             | - |    |                    |
|        |      | uction. |             |   |    |                    |
+--------+------+---------+-------------+---+----+--------------------+
| 9.     | Su   | - TPOLY | Adm         | - | -  | - Subject to the   |
| Patt   | bsid | has     | inistration |   |    | operation contract |
| halung | iary | been    | revenue     | 1 | 48 |                    |
| Green  |      | engaged |             | 5 | 7. | - Subject to the   |
| Power  |      | to      | Revenues    | 0 | 69 | power plant        |
| Co.,   |      | proceed | from        | . |    | construction       |
| Ltd./  |      | with    | c           | 5 | 4  | contract           |
| Energy |      | the     | onstruction | 6 | 7. |                    |
| Bu     |      | appl    |             |   | 93 | - To make the work |
| siness |      | ication | Advances    | 3 |    | complete on        |
|        |      | for     |             | . | 4  | schedule, TPOLY    |
|        |      | l       | Retention   | 4 | 5. | has been engaged   |
|        |      | icense. | receivable  | 5 | 63 | to control the     |
|        |      |         |             |   |    | landfill work.     |
|        |      | - TPOLY | Revenue     | 6 | -  |                    |
|        |      | has     | from        | 3 |    |                    |
|        |      | been    | control of  | . | -  |                    |
|        |      | engaged | landfill    | 4 |    |                    |
|        |      | for     | work        | 2 |    |                    |
|        |      | power   |             |   |    |                    |
|        |      | plant   | Other       | 0 |    |                    |
|        |      | constr  | receivables | . |    |                    |
|        |      | uction. |             | 5 |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             |   |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | . |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | 2 |    |                    |
+--------+------+---------+-------------+---+----+--------------------+
| 10.    | Su   | - TPOLY | Adm         | 0 | 0. | - To make the work |
| P      | bsid | con     | inistration | . | 21 | complete on        |
| attani | iary | trolled | revenue     | 2 |    | schedule, TPOLY    |
| Green  |      | the     |             | 8 | -  | has been engaged   |
| Co.,   |      | l       | Revenues    |   |    | to control the     |
| Ltd./  |      | andfill | from        | 3 |    | landfill work.     |
| Energy |      | work.   | c           | . |    |                    |
| Bu     |      |         | onstruction | 7 |    | - Subject to the   |
| siness |      |         |             | 7 |    | power plant        |
|        |      |         |             |   |    | construction       |
+--------+------+---------+-------------+---+----+--------------------+
| 11.    | Su   | - TPOLY | Rental      | 0 | 0. | - From lease of    |
| TPC    | bsid | leased  | income      | . | 24 | office space       |
| Power  | iary | out the |             | 3 |    |                    |
| H      |      | office  | Short-term  | 0 | 4  | - To boost the     |
| olding |      | space.  | loan        |   | 0. | liquidity          |
| Public |      |         |             | 5 | 00 |                    |
| C      |      | - TPOLY | Interest    | 0 |    | - Calculated from  |
| ompany |      | granted | expense     | . | 2. | a short-term loan  |
| L      |      | a       |             | 0 | 25 | with interest of   |
| imited |      | sho     | Accrued     | 0 |    | 5% per annum       |
|        |      | rt-term | interest    |   | -  |                    |
|        |      | loan.   |             | 1 |    | - Accrued rent     |
|        |      |         | Other       | . | 0. |                    |
|        |      |         | receivables | 3 | 08 | - Vehicle          |
|        |      |         |             | 6 |    |                    |
|        |      |         | Other       |   | -  |                    |
|        |      |         | income      | - |    |                    |
|        |      |         |             |   | -  |                    |
|        |      |         | Dividend    | 0 |    |                    |
|        |      |         | income      | . |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | 8 |    |                    |
|        |      |         |             |   |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | . |    |                    |
|        |      |         |             | 4 |    |                    |
|        |      |         |             | 8 |    |                    |
|        |      |         |             |   |    |                    |
|        |      |         |             | 5 |    |                    |
|        |      |         |             | . |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | 0 |    |                    |
+--------+------+---------+-------------+---+----+--------------------+
| 12.    | Su   | - TPOLY | Short-term  | 2 | 19 | - To help the      |
| TPCH   | bsid | granted | loan        | 2 | 2. | Joint Venture have |
| Asset  | iary | a       |             | 2 | 90 | the working        |
| Co.,   |      | sho     | - Opening   | . |    | capital during the |
| Ltd./  |      | rt-term | balance     | 5 | 6  | initial stage of   |
| Real   |      | loan.   |             | 5 | 4. | its operation.     |
| Estate |      |         | -           |   | 33 |                    |
|        |      | -       | Increasing  | 4 |    | - Calculated from  |
|        |      | I       | during the  |   | (  | a short-term loan  |
|        |      | nterest | period      | ( | 34 | with interest of   |
|        |      | income  |             | 6 | .6 | 7% per annum in    |
|        |      |         | -           | 8 | 8) | 2015.              |
|        |      | -       | Decreasing  | . |    |                    |
|        |      | Accrued | during the  | 2 | 22 | - Calculated from  |
|        |      | i       | period      | 0 | 2. | a short-term loan  |
|        |      | nterest |             | ) | 55 | with interest of   |
|        |      |         | - Ending    |   |    | 5% per annum in    |
|        |      | - TPOLY | year        | 1 | 1  | 2016.              |
|        |      | leased  | balance     | 5 | 0. |                    |
|        |      | out     |             | 8 | 80 | - TPOLY leased out |
|        |      | some    | Interest    | . |    | the computer sets. |
|        |      | prop    | income      | 3 | 6. |                    |
|        |      | erties. |             | 5 | 70 |                    |
|        |      |         | Accrued     |   |    |                    |
|        |      |         | interest    | 1 | 0  |                    |
|        |      |         |             | 0 | .0 |                    |
|        |      |         | Rental      | . | 06 |                    |
|        |      |         | income      | 4 |    |                    |
|        |      |         |             | 8 | 0. |                    |
|        |      |         | Other       |   | 02 |                    |
|        |      |         | receivables | 0 |    |                    |
|        |      |         |             | . | -  |                    |
|        |      |         | Other       | 0 |    |                    |
|        |      |         | income      | 1 |    |                    |
|        |      |         |             |   |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | . |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | 2 |    |                    |
|        |      |         |             |   |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | . |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | 7 |    |                    |
|        |      |         |             |   |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | . |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | 4 |    |                    |
+--------+------+---------+-------------+---+----+--------------------+
| 13.    | Su   | - TPOLY | Short-term  | 1 | 0. | - To help the      |
| TPC    | bsid | granted | loan        | 8 | 00 | Joint Venture have |
| B      | iary | a       |             | . |    | the working        |
| angkok |      | sho     | - Opening   | 5 | 1  | capital during the |
| Supply |      | rt-term | balance     | 0 | 8. | initial stage of   |
| Co.,   |      | loan.   |             |   | 50 | its operation.     |
| Ltd./  |      |         | -           | 8 |    |                    |
| T      |      | -       | Increasing  | . | (0 | - Calculated from  |
| rading |      | I       | during the  | 1 | .0 | a short-term loan  |
| Bu     |      | nterest | period      | 0 | 0) | with interest of   |
| siness |      | income  |             |   |    | 5% per annum.      |
|        |      |         | -           | ( | 1  |                    |
|        |      | -       | Decreasing  | 2 | 8. |                    |
|        |      | Accrued | during the  | 3 | 50 |                    |
|        |      | i       | period      | . |    |                    |
|        |      | nterest |             | 6 | 0. |                    |
|        |      |         | - Ending    | 0 | 44 |                    |
|        |      | - TPOLY | year        | ) |    |                    |
|        |      | pu      | balance     |   | 0. |                    |
|        |      | rchased |             | 3 | 44 |                    |
|        |      | some    | Interest    | . |    |                    |
|        |      | goods.  | income      | 0 | 2. |                    |
|        |      |         |             | 0 | 30 |                    |
|        |      |         | Accrued     |   |    |                    |
|        |      |         | interest    | 0 | 1. |                    |
|        |      |         |             | . | 69 |                    |
|        |      |         | Cost of     | 6 |    |                    |
|        |      |         | c           | 6 | -  |                    |
|        |      |         | onstruction |   |    |                    |
|        |      |         | materials   | 0 |    |                    |
|        |      |         |             | . |    |                    |
|        |      |         | Trade       | 0 |    |                    |
|        |      |         | receivables | 0 |    |                    |
|        |      |         |             | 8 |    |                    |
|        |      |         | Other       |   |    |                    |
|        |      |         | receivables | 2 |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | . |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | 2 |    |                    |
|        |      |         |             |   |    |                    |
|        |      |         |             | 5 |    |                    |
|        |      |         |             | . |    |                    |
|        |      |         |             | 6 |    |                    |
|        |      |         |             | 7 |    |                    |
|        |      |         |             |   |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | . |    |                    |
|        |      |         |             | 0 |    |                    |
|        |      |         |             | 7 |    |                    |
+--------+------+---------+-------------+---+----+--------------------+
| 14.    |      | - TPOLY | Advance     | 1 | 1  | - Subject to the   |
| Sunray |      | engaged | payment for | . | 2. | power plant        |
| Power  |      | Sunray  | lump-sum    | 9 | 20 | construction       |
| &      |      | Power   | c           | 2 |    | contract           |
| Engin  |      | Co.,    | onstruction |   | 1  |                    |
| eering |      | Ltd. to | fee         | 1 | 5. |                    |
| Co.,   |      | co      |             | 5 | 83 |                    |
| Ltd./  |      | nstruct | Trade       | . |    |                    |
| joint  |      | the     | receivables | 9 | 5. |                    |
| di     |      | power   |             | 5 | 47 |                    |
| rector |      | plant.  | Retention   |   |    |                    |
| with   |      |         | payable     | 9 | 10 |                    |
| Green  |      |         |             | . | 1. |                    |
| Power  |      |         | Payroll     | 2 | 74 |                    |
| Plant  |      |         |             | 5 |    |                    |
| Co.,   |      |         |             |   |    |                    |
| Ltd./  |      |         |             | 6 |    |                    |
| share  |      |         |             | 6 |    |                    |
| holder |      |         |             | . |    |                    |
| of     |      |         |             | 7 |    |                    |
| P      |      |         |             | 5 |    |                    |
| attani |      |         |             |   |    |                    |
| Green  |      |         |             |   |    |                    |
| Co.,   |      |         |             |   |    |                    |
| Ltd.   |      |         |             |   |    |                    |
+--------+------+---------+-------------+---+----+--------------------+
| 15.    |      | - TPOLY | Advance     | 1 | 4  | - Subject to the   |
| S      |      | engaged | payment for | . | 0. | power plant        |
| untech |      | Suntech | lump-sum    | 4 | 62 | construction       |
| Engin  |      | Power   | c           | 3 |    | contract           |
| eering |      | Co.,    | onstruction |   | 6  |                    |
| &      |      | Ltd. to | fee         | 1 | 0. |                    |
| Energy |      | co      |             | 0 | 20 |                    |
| Co.,   |      | nstruct | Trade       | . |    |                    |
| Ltd./  |      | the     | receivables | 6 | 3. |                    |
| share  |      | power   |             | 5 | 48 |                    |
| holder |      | plant.  | Retention   |   |    |                    |
| of     |      |         | payable     | 1 | 16 |                    |
| M      |      |         |             | 4 | 6. |                    |
| aewong |      |         | Payroll     | . | 54 |                    |
| Energy |      |         |             | 3 |    |                    |
| Co.,   |      |         |             | 7 |    |                    |
| Ltd.   |      |         |             |   |    |                    |
| and    |      |         |             | 1 |    |                    |
| P      |      |         |             | 5 |    |                    |
| attani |      |         |             | 6 |    |                    |
| Green  |      |         |             | . |    |                    |
| Co.,   |      |         |             | 7 |    |                    |
| Ltd.   |      |         |             | 4 |    |                    |
+--------+------+---------+-------------+---+----+--------------------+
| 16.    |      | - TPOLY | Advance     | - | 0. | - Subject to the   |
| Green  |      | engaged | payment for |   | 70 | power plant        |
| Power  |      | Green   | lump-sum    | 2 |    | construction       |
| Plant  |      | Power   | c           | . | -  | contract           |
| Co.,   |      | Plant   | onstruction | 1 |    |                    |
| Ltd./  |      | Co.,    | fee         | 7 | -  |                    |
| share  |      | Ltd. to |             |   |    |                    |
| holder |      | co      | Trade       | - | 7  |                    |
| of     |      | nstruct | receivables |   | 6. |                    |
| P      |      | the     |             | 2 | 28 |                    |
| attani |      | power   | Retention   | . |    |                    |
| Green  |      | plant.  | payable     | 7 |    |                    |
| Co.,   |      |         |             | 1 |    |                    |
| Ltd.   |      |         | Payroll     |   |    |                    |
+--------+------+---------+-------------+---+----+--------------------+
| 17.    |      | - TPOLY | Advance     | - | -  | - Subject to the   |
| TPCH   |      | engaged | payment for |   |    | power plant        |
| Power  |      | TPCH    | lump-sum    | - | -  | construction       |
| 6 Co., |      | Power 6 | c           |   |    | contract           |
| Ltd./  |      | Co.,    | onstruction | - | -  |                    |
| Energy |      | Ltd. to | fee         |   |    | - Operation fee    |
| Bu     |      | co      |             | 0 | -  | (LG)               |
| siness |      | nstruct | Trade       | . |    |                    |
|        |      | the     | receivables | 0 |    |                    |
|        |      | power   |             | 3 |    |                    |
|        |      | plant.  | Retention   |   |    |                    |
|        |      |         | payable     |   |    |                    |
|        |      |         |             |   |    |                    |
|        |      |         | Other       |   |    |                    |
|        |      |         | receivables |   |    |                    |
+--------+------+---------+-------------+---+----+--------------------+

12.2 Measures or approval procedure on connected transactions

The previous connected transactions included the sales and purchase of
construction materials, lease of machinery, provision of administration
service, lease of office space, and loans between companies. These
transactions have been inspected by the Audit Committee that had opinion
that the said transactions were under normal business courses, which
were beneficial to the business operation, and were reasonable whereas
the prices were fixed fairly without transfer of interest with each
other.

For future connected transactions in the normal course of business
operations such as purchase or sale of goods or service provision, the
Company has the policy that they must be considered by the Audit
Committee that will give opinion about such transactions in every
quarter if they are the same prices or service rates to those agreed
between the Company and the third party, and they must be close to the
market prices. The Company’s directors with interest in such
transactions are not permitted to vote for any connected transactions
that are not the normal course of business operations, e.g. purchase or
sale of land. The Company has the policy that the Audit Committee must
consider and give opinion toward such transaction before the Company
enters into it. A director with interest in such transaction is
ineligible to vote for it. However, entering into such transaction in
the future also depends on the Company’s rationale and necessity. The
compensation to be received and paid must be under a normal price agreed
with the third parties. The Audit Committee of the Company shall give
opinion about it; meanwhile, the Accounting Department shall compare
between the market price and the price of that connected transaction
before further proposing the compared prices to the Audit Committee for
consideration.

10.3 Policy or tendency of connected transactions

In the future, if the Company must enter into a connected transaction
with a person with conflicts of interest against the Company, the
Company has the policy of defining conditions in accordance with the
normal course of business operations, and under market prices, which may
be compared with the prices incurred with the third parties. The Company
also prescribes that the Audit Committee or auditors of the Company or
independent experts must consider and give opinion about the price
appropriateness and transaction reasonability.

For future connected transactions, every director of the Company must
comply with all related regulations, and he or she shall not approve any
transaction in which he/she or a person may have conflicts of interest
with the Company in any manner. Such transaction must be disclosed to
the Board of Directors for consideration. The Company must comply with
law on securities and exchange, as well as regulations, notifications,
orders, or requirements of the Stock Exchange of Thailand, especially
the requirement on Disclosure of Connected Transactions and Acquisition
or Disposal of Assets of the Company and Subsidiaries, and comply with
the regulations, notifications, orders, or requirements of the
Securities and Exchange Commission and Capital Market Supervisory Board.

In case of a connected transaction between Thai Polycons Public Company
Limited and a person with conflicts of interest or interest or conflicts
of interest that are not the normal course of business operations, the
Company shall request the Audit Committee to give opinion about price,
compensation, necessity, and appropriateness of such transaction. If the
Audit Committee has never had any expertise in considering the said
connected transaction, the Company shall ask for opinions from an
independent appraisal or expert to be used in making decision by the
Audit Committee, the Board of Directors, or shareholders as the case may
be. The Company’s connected transactions are generally disclosed in
Notes to the Financial Statements, the Company’s Annual Registration
Statement (Form 56-1), and the Company’s Annual Report (Form 56-2).