Part 2 Management and Corporate Governance

7. Structure of Securities holding and management

7.1 Securities of Company

(1) The Company has paid up capital of 383.125 million Baht and fully
paid up, divided into 76,625,000 ordinary shares each of baht 5 per
share.

(2) Other Share

- None

  7.2 Shareholders

(1) Major shareholder list

(A) Top ten shareholders as at the last closing book date July 15, 2014.

+------------------------------------------+-----------------+---------+
| Shareholder Name                         | Number of Share | % of    |
|                                          | (Share)         | holding |
+------------------------------------------+-----------------+---------+
| 1.Stanley Electric group                 | 23,323,850      | 30.44   |
+------------------------------------------+-----------------+---------+
| -   Stanley Electric Holding             | 22,989,350      | 30.00   |
|     Asia-Pacific PTE                     |                 |         |
+------------------------------------------+-----------------+---------+
| -   Asian Stanley International Co.,Ltd. | 334,500         | 0.44    |
+------------------------------------------+-----------------+---------+
| 2. Lee-issaranukul Family                | 22,625,496      | 29.53   |
+------------------------------------------+-----------------+---------+
| -   Mrs.Porndee Lee-isaranukul           | 7,695,876       | 10.04   |
+------------------------------------------+-----------------+---------+
| -   Mr.Apichart Lee-issaranukul          | 4,500,036       | 5.87    |
+------------------------------------------+-----------------+---------+
| -   Mr.Thanong Lee-issaranukul           | 3,208,920       | 4.19    |
+------------------------------------------+-----------------+---------+
| -   Mrs.Pimjai Lee-issaranukul           | 2,175,670       | 2.84    |
+------------------------------------------+-----------------+---------+
| -   Mrs.Pornthip Sethiwan                | 2,162,670       | 2.82    |
+------------------------------------------+-----------------+---------+
| -   The Sittipol (1919)                  | 2,556,074       | 3.34    |
+------------------------------------------+-----------------+---------+
| -   Sopa-Kanok International Co.,Ltd.    | 326,250         | 0.43    |
+------------------------------------------+-----------------+---------+
| 3.Thai NVDR Co.,Ltd.                     | 2,576,280       | 3.36    |
+------------------------------------------+-----------------+---------+
| 4.BNP Paribas Securities Services,       | 2,460,500       | 3.21    |
| London Branch                            |                 |         |
+------------------------------------------+-----------------+---------+
| 5.The Hongkong and Shanghai Banking      | 1,970,600       | 2.57    |
| Corporation Limited                      |                 |         |
+------------------------------------------+-----------------+---------+
| 6.AIA Company Limited, AIA-D-PLUS        | 1,540,000       | 2.01    |
+------------------------------------------+-----------------+---------+
| 7.Mr.Kenneth Rudy Kamon                  | 1,303,800       | 1.70    |
+------------------------------------------+-----------------+---------+
| 8.Aberdeen Long Term Equity Fund         | 1,265,100       | 1.65    |
+------------------------------------------+-----------------+---------+
| 9. Aberdeen Growth Fund                  | 1,099,500       | 1.44    |
+------------------------------------------+-----------------+---------+
| 10. Aberdeen Small Cap Fund              | 1,017,600       | 1.33    |
+------------------------------------------+-----------------+---------+

The currently shareholders list , the investor can see in company
website (www.thaistanley.com) before the Annual General Meeting.

(B) Major Shareholders to participate in its operations by sending
    member to be a committee

+------------------------------------------+-----------------+---------+
| Shareholder Name                         | Number of Share | % of    |
|                                          | (Share)         | holding |
+------------------------------------------+-----------------+---------+
| 1.Stanley Electric group                 | 23,323,850      | 30.44   |
+------------------------------------------+-----------------+---------+
| -   Stanley Electric Holding             | 22,989,350      | 30.00   |
|     Asia-Pacific PTE                     |                 |         |
+------------------------------------------+-----------------+---------+
| -   Asian Stanley International Co.,Ltd. | 334,500         | 0.44    |
+------------------------------------------+-----------------+---------+
| 2. Lee-issaranukul Family                | 22,625,496      | 29.53   |
+------------------------------------------+-----------------+---------+
| -   Mrs.Porndee Lee-isaranukul           | 7,695,876       | 10.04   |
+------------------------------------------+-----------------+---------+
| -   Mr.Apichart Lee-issaranukul          | 4,500,036       | 5.87    |
+------------------------------------------+-----------------+---------+
| -   Mr.Thanong Lee-issaranukul           | 3,208,920       | 4.19    |
+------------------------------------------+-----------------+---------+
| -   Mrs.Pimjai Lee-issaranukul           | 2,175,670       | 2.84    |
+------------------------------------------+-----------------+---------+
| -   Mrs.Pornthip Sethiwan                | 2,162,670       | 2.82    |
+------------------------------------------+-----------------+---------+
| -   The Sittipol (1919)                  | 2,556,074       | 3.34    |
+------------------------------------------+-----------------+---------+
| -   Sopa-Kanok International Co.,Ltd.    | 326,250         | 0.43    |
+------------------------------------------+-----------------+---------+

* Stanley Electric , Japan holding 100% in Stanley Electric Holding
Asia-Pacific PTE , Singapore and holding 67.50% in Asian Stanley
International Co.,Ltd.

** Lee-issaranukul Family is the major shareholder and executive
management in Sittipol 1919 ( holding 81%) and Sopa Kanok International
(Holding 80%)

3.  Other Securities

-   None

7.4 Dividend payment policy

The dividend payment policy of the company is that the rate of dividend
payment of the Company is not less than 30 per cent of the net profits
deduction of tax. (The Company Only)

  ------------------------- -------- -------- -------- --------- ---------
  Fiscal Year               2009     2010     2011     2012      2013

  Earning Per Share (Baht)  12.50    18.63    9.48     21.18     19.41

  Dividend Per Share (Baht) 5.00     6.50     3.00     6.75      6.00

  Dividend Raito (%)        42.81    36.37    36.61    33.72     32.51
  ------------------------- -------- -------- -------- --------- ---------

8. Management Structure

8.1 Board of Director and Meeting

+--------------------+-----------------+------------+-----------------+
| Name               | Position        | Board of   |                 |
|                    |                 | Director   |                 |
|                    |                 | Meeting    |                 |
+--------------------+-----------------+------------+-----------------+
|                    |                 | Number of  | Number of       |
|                    |                 | Meeting    | Attend          |
|                    |                 |            |                 |
|                    |                 |            | the Meeting     |
+--------------------+-----------------+------------+-----------------+
| Mr. Apichart       | Executive       | 6          | 6               |
| Lee-issaranukul*   | Chairman        |            |                 |
+--------------------+-----------------+------------+-----------------+
| Mr. Koichi Nagano  | President       | 6          | 6               |
| *                  |                 |            |                 |
+--------------------+-----------------+------------+-----------------+
| Mr. Thanong        | Director        | 6          | 5               |
| Lee-issaranukul *  |                 |            |                 |
+--------------------+-----------------+------------+-----------------+
| Mrs. Pimjai        | Director        | 6          | 4               |
| Lee-issaranukul    |                 |            |                 |
+--------------------+-----------------+------------+-----------------+
| Mrs. Pornthip      | Director        | 6          | 5               |
| Sethiwan           |                 |            |                 |
+--------------------+-----------------+------------+-----------------+
| Mr. Toru Tanabe    | Director        | 6          | 5               |
| ***                |                 |            |                 |
|                    |                 |            | (4 Times by TV  |
|                    |                 |            | Conference )    |
+--------------------+-----------------+------------+-----------------+
| Mr.Katsumi Sumiya* | Director        | 6          | 6               |
| **                 |                 |            |                 |
+--------------------+-----------------+------------+-----------------+
| Mr.Katsutoshi Iino | Director        | 4          | 3               |
| ** ***             |                 |            |                 |
|                    |                 |            | (by TV          |
|                    |                 |            | Conference)     |
+--------------------+-----------------+------------+-----------------+
| Mr.Krisada         | Independent     | 6          | 6               |
| Visavareeranon     | Director and    |            |                 |
|                    | Chairman Audit  |            |                 |
|                    | Committee       |            |                 |
+--------------------+-----------------+------------+-----------------+
| Mr. Chokechai      | Independent     | 6          | 6               |
| Tanpoonsinthana    | Director and    |            |                 |
|                    | Audit Committee |            |                 |
+--------------------+-----------------+------------+-----------------+
| Mr. Suchart        | Independent     | 6          | 6               |
| Phisitvanich       | Director and    |            |                 |
|                    | Audit Committee |            |                 |
+--------------------+-----------------+------------+-----------------+
| Mr. Picharn        | Independent     | 6          | 6               |
| Sukparangsee       | Director        |            |                 |
+--------------------+-----------------+------------+-----------------+

Remark * Authorized directors , condition is Mr.Apichart Lee-issaranukul
or Mr.Thanong Lee-issaranukul sign with Mr.Koichi

Nagano or Mr.Katsumi Sumiya and company seal

** Director appointment during the year (July 4, 2014) replacement
Mr.Shigeki Muto (resigned)

*** Director worked at Japan.

Board of directors meeting must be held at least once every 3 months and
all directors are required to attend. There might be additional meeting
if necessary. The director having interests has no right to vote for
that agenda. The procedure of the meeting has been described in the
rules of board of directors meeting.

Meeting schedule and key agenda have been set for the whole year in
advance in order to make sure the adequacy of time and the availability
of the board members. The invitation letter is sent out at least 21 days
in advance both in Thai and in English. TV conference is also set up for
the board member who is on overseas business trip to join the meeting
from abroad.

In the board of directors meeting, chairman of the board of directors
and executive chairman shall set the agendas together and screen the
agendas proposed by directors. As there has not been any one being
appointed to replace the former chairman of the board; hence, executive
chairman and corporate secretary together shall set the meeting agendas.
Every time in the meeting, each director is required to report
sale/holding of securities to the meeting.

For the normal business transactions, executives will report to the
board meeting on the quarterly basis.

Total numbers of Board of Directors meetings held in 2014 are 6 times.
At every meeting, adequate details in the form of supplementary
documents will be sent out to the board members to study in advance.
According to attendance record, 10 out of 12 members that working in
Thailand had attended meeting every time (100%) 7 person or 70% ,
attended meeting 5 time (83%) are 2 person ( 33%) , attend the meeting 4
times (67%) are 1 person (17%) and 2 person who stay in oversea had
attended the meeting via TV Conference , that 1 person attending 4 times
or 80% and the other whose appointed to director during the year ,
attending 2 times or 40% of the meeting .

8.2 The Executive Board

The executive directors meeting will be held 4 times a month and there
might be additional meeting if necessary. Management or involved person
might be invited to give information directly to the meeting . On March
31,2015 the executive board name list are 6 persons as follows

  --------------------- -------------------------------------------------
  1. Mr. Apichart       Executive Chairman and Executive General Manager
  Lee-issaranukul       Administration Division

  2. Mr. Koichi Nagano  President

  3. Mr. Katsumi Sumiya Director and Executive General Manager Lighting
                        Equipment Division

  4. Mr. Masashi Ishii  Executive General Manager - Marketing Division

  5. Mr. Nobuhiro       Executive General Manager - Die & Mold Division
  Takahashi             

  6. Mr. Koji Kobayashi Executive General Manager - R&D Center
  --------------------- -------------------------------------------------

F

8.3 Company Secretary

The Board of Directors has appointed Mrs. Sudjai Srifuengfung. Held the
position of company secretary Since July 4, 2008 by the properties of
the incumbent secretary of the Company is as follows

Company Secretary Practice requirements as set out in Section 89/15 and
89 /16 of the Securities and Exchange Act (No. 4 ) Act 2551 which comes
into force on 31 August 2551 with responsibility. caution And honesty
Including compliance with the legal regulations of the company's
objectives . Board of Directors The resolution of the shareholders of
the Company Secretary are required by law .

1. Establish and maintain the following documents.

A register of directors

B. Director Meeting Notice letter , Minutes of the Board meeting and
company annual report

C. Notice of the annual general meeting of Shareholders. And the minutes
of the shareholders meeting

2. Keeping report on interest filed by a director or executive and
deliver a copy of the report

Stakeholders under Section 89/14, the Chairman of the Board and Chairman
of the Audit Committee within 7 days from the date we receive the
report.

3 . Carry other According to the Commission the notification .

There is also the Company Secretary of the Company and other duties as
assigned .

- Advise on the laws and regulations related . And best practices in
governance and in the activities of the Commission in accordance with
the law.

- Served on the Board of Directors' meetings and shareholders meeting.

- Contact with other departments within the company. To comply with the
resolutions of the Board of Directors and shareholders.

- Contact with regulatory agencies such as the SEC , the Stock Exchange
of Thailand , and overseeing the disclosure and reporting information to
the regulatory agencies and the public. Correctly by

- Provide orientation Advises directors to be appointed new.

- Other duties as assigned by the company

8.4 Remuneration for the company’s management

(1) Remuneration in cash

The company setting the remuneration policy for director on the
appropriate consideration and comparing with the remuneration for the
directors paid by the companies listed in Stock Exchange of Thailand
with the same size of business or the same industry, and approved by
shareholders’ meeting.

The policy of remuneration for executives shall be considered from their
roles and responsibilities as well as performance

(A) The Board of director remuneration for 2014 , details as follows

+------------------+------------------------+-------+----------+------+
| Name             | Position               | Dir   |          |      |
|                  |                        | ector |          |      |
|                  |                        | Fee   |          |      |
|                  |                        | (     |          |      |
|                  |                        | Baht) |          |      |
+------------------+------------------------+-------+----------+------+
|                  |                        | Dir   | Audit    | T    |
|                  |                        | ector | C        | otal |
|                  |                        |       | ommittee |      |
+------------------+------------------------+-------+----------+------+
| Mr.Apichart      | Executive Chairman     | 21    |          | 210  |
| Lee-issaranukul  |                        | 0,000 |          | ,000 |
+------------------+------------------------+-------+----------+------+
| Mr.Koichi Nagano | President              | 21    |          | 210  |
|                  |                        | 0,000 |          | ,000 |
+------------------+------------------------+-------+----------+------+
| Mr.Thanong       | Director               | 20    |          | 205  |
| Lee-issaranukul  |                        | 5,000 |          | ,000 |
+------------------+------------------------+-------+----------+------+
| Mrs.Pimjai       | Director               | 20    |          | 200  |
| Lee-issaranukul  |                        | 0,000 |          | ,000 |
+------------------+------------------------+-------+----------+------+
| Mrs.Pornthip     | Director               | 20    |          | 205  |
| Sethiwan         |                        | 5,000 |          | ,000 |
+------------------+------------------------+-------+----------+------+
| Mr.Toru Tanabe   | Director               | 20    |          | 205  |
|                  |                        | 5,000 |          | ,000 |
+------------------+------------------------+-------+----------+------+
| Mr.Shigeki       | Director               | 8     |          | 80   |
| Muto * *         |                        | 0,000 |          | ,000 |
+------------------+------------------------+-------+----------+------+
| Mr.Katsumi       | Director               | 21    |          | 210  |
| Sumiya           |                        | 0,000 |          | ,000 |
+------------------+------------------------+-------+----------+------+
| Mr.Krisada       | Independent Director   | 21    | 290,000  | 500  |
| Vissavateeranon  | and                    | 0,000 |          | ,000 |
|                  |                        |       |          |      |
|                  | Audit Committee        |       |          |      |
|                  | Chairman               |       |          |      |
+------------------+------------------------+-------+----------+------+
| Mr.Chokechai     | Independent Director   | 21    | 175,000  | 385  |
| Tanpoonsinthana  | and Audit Committee    | 0,000 |          | ,000 |
+------------------+------------------------+-------+----------+------+
| Mr.Suchart       | Independent Director   | 21    | 175,000  | 385  |
| Phisitvanich     | and Audit Committee    | 0,000 |          | ,000 |
+------------------+------------------------+-------+----------+------+
| Mr.Picharn       | Independent Director   | 21    |          | 210  |
| Sukparangsee     |                        | 0,000 |          | ,000 |
+------------------+------------------------+-------+----------+------+
| Mr.Katsutoshi    | Director               | 15    |          | 150  |
| Iino *           |                        | 0,000 |          | ,000 |
+------------------+------------------------+-------+----------+------+
| Total            |                        | 2,51  | 640,000  | 3    |
|                  |                        | 5,000 |          | ,155 |
|                  |                        |       |          | ,000 |
+------------------+------------------------+-------+----------+------+

Remark 1. * New Director during the year ( July 4, 2014)

** Director resigned during the year (July 4,2014) , the director fee
including Retired Allowance

  2.Company only has Audit Committee

  The executive board remuneration

In year 2014 the company paid the remuneration for executive board as
salary and bonus to 6 person amount 45.22 million baht

  (2) Other remuneration

  -None

8.5 Personal

Total employees as at March 31st , 2015 were 3,181 persons . The company
paid for employee’s remuneration in year 2014 were 1,212.62 Million Baht
as salary , bonus , provident fund and other welfare such as Public
transportation , Shift expense and Medical expense , details as
follows:,

  ----------------- ----------------- ----------------- -----------------
  Division          Male              Female            Total

  Administration    49                48                97

  Marketing         17                28                45

  Production        1,582             1,432             3,014

  Japanese          25                -                 25

  Total             1,673             1,508             3,181
  ----------------- ----------------- ----------------- -----------------

The number of employees decreased 4% from last year, during 3 year the
number of employee are in this level that not any significant changing .

Policy of personal ‘ s development

The company policies in employee training and development plans to all
levels of employees about knowledge and skills to work , Foreign
language , Mind development , and internships to study abroad, such as
Japan, the U.S.A regularly.

That for 3 years ago, the Company does not have any conflict or dispute
with employees and the company was awarded the Outstanding Labor and
Welfare Labor 9 years continuously since 2007 – 2014 certification
system and standard of Thai workers. (MRT. 8001-2546) complete level
from the Ministry of Labor.

9. The Corporate Governance

9.1 The corporate governance policy

The board has developed the corporate governance policy with details as
follows:

1.  Develop Business Ethics or Ethics and Code of Conduct for the board
    and employees to comply with, ensure the compliance, together with
    review and update it.

2. Define structure, role and responsibility of the board and the
executive clearly and appropriately

3. Require the board conduct performance self-evaluation

4. Create, maintain, and review the control system in respect with
finance and operation, ensure the operational effectiveness and
compliance with law and ethics, and manage risks by paying attention to
red flag warning and unusual transaction.

1.  Ensure that disclosure information is accurate, complete, in time,
    and in equitable manner for shareholders and stakeholders.

2.  Develop reliable financial reporting procedure and inspection
    process, and assess the sufficiency of internal control, risk
    management, and effective monitoring system

3.  Assure that the rights of shareholders and stakeholders are
    protected and treated in an equitable manner.

8. Resolve the conflict of interest with discretion and transparency

9. Develop environmental and social care system

9.2 Director

(1) Director Structure , The company has had director 3 groups as
follows

The Board of Directors

Board of Directors consists of competent, capable, skilled, and
experienced people who are qualified for the position.

Board of Directors as of 31 March 2015 consists of 12 members as
follows:

1.  Executive Directors: involving in managing day to day operations or
    have authority to sign and bind the company, total 4 peoples
    or33.33% of total members.

2.  Non-Executive Directors including independent directors totaling 8
    people accounting for 66.67% of the total Directors. Four
    independent directors are accounted for one-third of the Board’s
    total numbers which is in accordance with the provision of
    Securities and Exchange Act (No. 4) B.E. 2008.

All directors are qualified in terms of knowledge and experience
required for company business operation and focus on performing their
role. Independent directors meet the qualification as required by
Securities and Exchange Commission.

Authority of the Board of Directors

From the company’s regulations, the authority of the Board of Directors
are to take responsible for the company’s business management, making
decision and to supervise the business within the scope and law, as well
as the company’s objective and regulations, except the following topics
that have to get approval from shareholders’ meeting.

1. Anything that has been stated by law has to get the shareholders’
conclusion.

2. Conduction of any related items that meet the criteria of getting
permission from shareholders’ meeting.

The Executive Board of Directors

Consist of 3 directors and 4 executives , The role and responsibility is
to develop policy and direction and inspect the implementation

Authority of the Executive board

To specify the company’s business management policy and direction, as
well as to audit the company’s business result.

Audit Committee

Consisting of 3 independent directors; one of those has enough knowledge
and adequate experience to review the reliability and accuracy of
financial statement. Role and responsibility is clearly stated in the
audit committee charter, amended for additional roles on 24 October 2008
to be in accordance with the notice from Stock Exchange of Thailand
subject: Qualification and scope of work for audit committee B.E.2551.

Authorities of audit committee are as follow

1.To review the Company’s financial reports for their accuracy and
completeness.

2.To review that the Company has effective and suitable internal
controls and internal audit systems, to determine an internal audit
unit’s independence, as well as to approve the appointment, transfer and
dismissal of the chief of an internal audit unit or any other unit in
charge of an internal audit.

3.To review that the Company will perform in compliance with the law
governing Securities and the regulations of the Stock Exchange of
Thailand and any relevant laws concerning the Company’s business.

4.To Consider, select, nominate and independent person to be the
Company’s auditor and propose such person’s remuneration, as well as to
attend a non-management meeting with an auditor as least once a year.

5.To review the Connected Transactions, or the transactions that may
lead to conflicts of interests, to ensure that they are in compliance
with the laws and Exchange’s regulations, and are reasonable and for the
highest benefit of the Company.

6.To prepare report and disclosure in the annual report of the company.
Such a report shall be signed by the chairman of the Audit Committee and
consist of at least the following information

- Opinions concerning the accuracy, completeness and reliability of the
company’s financial reports.

- Opinions on the sufficiency of the company’s internal control systems.

- Opinions concerning the company’s performance in compliance with the
law governing Securities and the regulations of the Stock Exchange of
Thailand and any relevant laws concerning the company’s business.

- Opinion on the suitability of an auditor.

- Opinion on the transactions that may lead to conflicts of interests.

- The number of audit committee meeting, and the attendance of such
meetings by each committee member.

- Any other reports that the shareholders and general investors should
know within the scope of the duties and responsibilities assigned by the
Board of Directors.

7.To perform any other functions as assigned by the Board of Directors
with the consent of The Audit Committee.

(2) The Audit Committee who adequate expertise and experience to audit
    creditability of the financial reports

  Mr.Chokechai Tanpoonsinthana

  2003 - Present Independent Director and Audit Committee Chairman

  Advance Information Technology PCL.

  2013 - Present Independent Director and Audit Committee Witcorp
  Co.,Ltd.

  2004 - 2008 Independent Director and Audit Committee United Securities
  PCL.

  2008 - 2011 Audit Committee Chairman United Securities PCL.

  2007 - 2011 Independent Director, Audit Committee Nomination and
  Remuneration

  Committee Thai Agro Energy PCL.

Audit committee performs its duty by having the support from internal
audit as an operation unit and report to audit committee. Also, the
committee can asks for advices from independent advisor its expense is
absorbed by the company.

The audit committee meeting must be held at least once every 3 months
and there might

be additional meeting if necessary. Executive or involved person might
be invited to give information directly to the meeting. Meeting with
auditor without executive attending must be held at least once a year.

Total numbers of audit committee meetings held during fiscal year 2014
are 11 times. Details of meetings are as follows:

  - 7 meetings are among auditors, executives, and internal audit

  - 4 meetings are only with auditors, no executive attended.

+--------------------+--------------------+-------------+-------------+
| Name               | Position           | Board of    |             |
|                    |                    | Director    |             |
|                    |                    | Meeting     |             |
+--------------------+--------------------+-------------+-------------+
|                    |                    | Number of   | Number of   |
|                    |                    | Meeting     | Attend      |
|                    |                    |             |             |
|                    |                    |             | the Meeting |
+--------------------+--------------------+-------------+-------------+
| Mr.Krisada         | Independent        | 11          | 10          |
| Visavareeranon     | Director and       |             |             |
|                    | Chairman Audit     |             |             |
|                    | Committee          |             |             |
+--------------------+--------------------+-------------+-------------+
| Mr. Chokechai      | Independent        | 11          | 11          |
| Tanpoonsinthana    | Director and Audit |             |             |
|                    | Committee          |             |             |
+--------------------+--------------------+-------------+-------------+
| Mr. Suchart        | Independent        | 11          | 11          |
| Phisitvanich       | Director and Audit |             |             |
|                    | Committee          |             |             |
+--------------------+--------------------+-------------+-------------+

9.3 Nomination and appointment of directors and Top management

(1) Independent Director

The Company’s setting definition of Independent Directors to be on a
level of the Capital Market Supervisory Board‘s definitions No. TorChor.
14/2552 No.16 details as follows:

1. Hold not more than 1% of the voting shares in the company, its
subsidiaries, associates, or related companies, major shareholder or
person with controlling power over the company, whilst the number of
shares held by any related person of such an independent director must
also be counted.

2. Have not been or are not involved in the management, employees, wage
earners, advisors on the payroll of the company , its subsidiaries ,
associates , or equivalent companies , major shareholder or person with
controlling power over the company except when such qualifications have
ended for more than two years, provided that such restriction or
prohibition shall not apply to an independent director who has been a
government authority , which is the major shareholder of the company or
the person having controlling power over the company.

3. Are not related by blood or registration as parents, spouses,
siblings, or children, spouses of any of the children to members of the
management, major shareholders, those exercising control, or those about
to be nominated as members of the management or those exercising control
over the company or subsidiaries.

4. Do not have and have not any business relationship with the company,
subsidiaries, associated companies, major shareholders or those
exercising control over the company in the manner in which independent
discretion might be affected, and not be and have not been a substantial
shareholder of or a person having power to control the person that has
business relationship with the company subsidiaries, associated
companies, major shareholders or those exercising control over the
company unless such an independent director has not been a person
referred to above for at least two years.

Business referred to in the first paragraph above shall meant to include
any ordinary course of business or trade for business engagement purpose
, any lease taking or lease out of any property , any transaction
relating to asset or service , any financial support or acceptance of
financial support by way of either borrowing , lending , guaranteeing or
collateral providing or any other manner similar thereto that could
result to an obligation required to be performed by the applicant or the
party thereto in an amount of three percent or more of the net tangible
asset value of the applicant or twenty million baht or more, whichever
is lesser. In light of this , the method for calculating the value of
connected transaction pursuant to the Capital Market Supervising
Committee’s Notification, Re: Regulations in respect of an Entering into
a Connected Transaction shall be applied mutatis mutandis for the
purpose of calculation of such amount of debt of the applicant, provided
that the amount of the debt incurred during the past one year prior to
the date on which such a business relationship with such a business
relationships with such person exists:,

5. Is not and has not been an auditor of the company, subsidiary,
associated company, major shareholder or those with controlling power
over the company and not be and have not been a substantial shareholder
of , a person having power to control over , or a partner of any
auditing firm or office in which the auditor of the auditor of the
company , subsidiary , associated company , major shareholder or those
with controlling power over the company unless such an independent
director has not been a person referred to above for at least two years.

6. Is not and has not been a professional advisor , including legal or
financial advisor who obtains fee more than 2 million baht a year from
the company , subsidiary , associated company , major shareholder or
those with controlling power over the company and is not and have not
been a substantial shareholder of , a person having controlling power
over , or a partner of any of such professional service provider firm or
office , unless such an independent director has not been a person
referred to above for at least two years.

7. Is not a director appointed as a representative of a director of the
company , a representative of a major shareholder of the company , or a
representative of a shareholder of the company which is a related person
of the major shareholder of the company.

8. Does not engage in any business with similar nature as that of the
company and is competitive with the business of the company , subsidiary
or is not a substantial partner in a partnership , a director
participating in any management role , an employee or officer , an
advisor obtaining regular salary from , or a shareholder holding more
than one per cent of the voting shares of accompany engaging in any
business with similar nature to the company or subsidiary.

9. Does not have any characteristics which will inept the ability to
provide independent comment or opinion on the operation of the company.

Process of recruiting independent directors

The appointment independent director not yet approve by nomination
committee because of in considering process to setting but the board of
director considered the qualification due to their knowledge and
capability will benefit to the company.

Business relationship of independent directors - Have , 1. The company
paid for law service to Siam City Law Offices that Mr.Picharn
Sukparangsree be director in amount 0.42 million baht , this transaction
was not over than the company ‘s definition .

(2) The Nomination of Directors and top management

The election of directors through at the shareholders meeting , as
follows

1. Provide that shareholders vote for the election of directors by
shareholders or other person who is not a shareholder. Each shareholder
shall have one vote for each share

2. Each shareholder shall exercise all votes applicable under (1) for
the appointment of one or more Director, provided that the votes of any
shareholder shall not be divisible and shareholder voted one by one for
one director.

3. Persons who obtain the highest vote and the next highest vote
appoints (in descending order) shall be appointed as directors in order
to fill the number of position of director required to be appointed at
that time. In the case where more than one person obtains equal votes ,
and the number of directors with such vote exceeds the remaining number
of directors positions to be appointed, the chairman shall have a
casting vote in respect of those with equal votes.

4. In the case there is vacancy among the Directors which has occurred
other than a retirement by rotation, the Board of Directors shall elect
a person who is qualified and not being prohibited by the Public Company
Law to fill the vacancy in the next Board of Directors’ meeting except
in the event that the period of time the Director is entitled to remain
in office is less than 2 months.

The person who is elected shall remain in office only for such period of
time as the Director he replaces was entitled to remain in office.

The resolution of the meeting of the Board of Directors as specified in
the first paragraph shall consist of votes of not less than three-fourth
of the remaining Directors.

The selection not approve by Nomination Committee because of not yet
setting but the Board of Director considered the qualification due to
their knowledge , experience and expertise material to the Company’s
business , be a visionary leader able to express opinions independently
of management or any group of stakeholders , work morally and ethically
with an unblemished work record and be able to dedicate enough time to
working as the Company’s director and not be a director or executive of
any entity that has a conflict of interest with the company that belong
to The Board’s Charter in item Selection and Appointment.

9.4 The operations of the subsidiaries and associates company control.

( 1 ) To corporate governance in subsidiaries and associates company .

The company appoint representatives to the company's executives are
directors of subsidiaries, associates and the company holds. The
policies acknowledge involvement in the management of these companies .
Counseling and assistance as appropriate and approved by the Board of
Directors. Not intended to interfere with or dominate these affairs.

( 2 ) An agreement with other shareholders in the management of
subsidiaries and associated companies.

  - None

9.5 Internal information controlling

The Company published the Code of Conduct to Directors and Employees to
take the way of implement a good appropriate which covers the use of
inside information that non-profit for themselves and others. Based on
inside information of the company and set the time to employees and
directors not to trade the company’s assets within 1 month before the
financial statements are disclosed or general corporate information to
publish and within 24 hours after disclosure of financial statement and
general corporate information .The Directors and Executives will report
to the Secretary trading company and report to the Board Meeting every
time and in addition.

The company announced the information system security policy. To control
the company‘s information that cover on customer information.
Information System Department , is response to control all information ,
equipment and license computer programs and all department manager to
review , checking and evaluation at least 1 time per year and report to
the risk management committee and the executive board meeting and the
office of internal audit will annual audit too.

  9.6 Auditor’s remuneration

  A. Audit fee

The last year company paid for the audit fee 2.05 million bath.

  B. Other service fee

Reviewing compliance with conditions of BOI promotion certificate amount
0.12 million baht.

9.7 Other practice from the corporate governance

The board of director has developed the company vision and code of
conduct for the board members and employees as a best practice in order
to maintain the dignity and values of the company and to prevent
potential loss due to the misbehavior of internal people. It is
published in the form of booklet providing to the board members,
executives employees to be aware and adhere to. The content of company
vision and code of conduct are put into orientation course for new board
member, executive, and employee. The details are also disclosed on the
company’s website (www.thaistanley.com) as well.

The board of director has complied with the corporate governance policy;
the summary of those

sections are as follows:

1. Rights of Shareholders

The company is committed to ensuring that the basic right of the
shareholders is protected and treated in an equal manner as regulated by
law. The company gives the right to shareholders to independently buy,
sell, or transfer the securities that they are holding. The shareholders
are eligible to receive dividend, participate in the shareholder
meeting, freely express opinion in the meeting, and can take part in
making key decision such as board election, key business transaction
approval, and key company letters amendment. In addition, the company
promotes the right of shareholders and facilitates as follows:

1.1 The right to receive important and necessary information to make
sure that the disclosed information is accurate, complete, transparent,
and in timely to shareholders and stakeholders as required by related
regulations. Such information will also be posted on the website as
another information channel for shareholders, including other key
information such as investment structure, shareholders, management
policy, members of the board of directors and so on, as well as other
financial information and the information disseminated to the public so
that the shareholders and the stakeholders will receive the same
information.

Individual shareholder shall be provided with necessary and adequate
information about the Shareholders’ meeting which includes the date,
time, venue, and agenda, together with supplementary details for each
agenda in advance. The company posts such information on the company’s
website 1 month before distributing the documents.

1.2 The right to participate in the shareholder meeting and the right to
vote

The Invitation Letter

The company shall send the invitation letter to the shareholders at
least 14 days in advance

of the shareholder meeting. The letter shall include complete and
adequate details of the meeting, agenda, together with supplementary
documents which will be both Thai and English language for foreign
shareholders.

Details about the right to participate and vote, what documents needed
to bring along will be

advised. In case of being unable to attend in person, that shareholder
can appoint any independent director or any person to be a proxy for him
by presenting any proxy form which the company attached together with
the invitation letter. The proxy form can be downloaded from the
company’s website.

Facility

The company will arrange commuting transportation as facilitation for
shareholders.

Staffs to welcome and provide service to participating shareholders will
be standby 2 hours in advance.

For institutional shareholders facilitate to checking number of
shareholding and a name list of the various funds in advance.

For voting process, poll cards will be collected in case of disagree
vote in order to use for processing the data of each agenda.
Investigation can be done upon request from shareholders.

The following persons are required to attend the shareholders’ meeting:

-   Every member of executive directors and audit committee

-   Auditors to provide information in case of having inquiries from
    shareholders or lawyers

-   Lawyers from the third party company will act as a middleman for
    voting inspection

-   Interpreters to ensure the content be understood for shareholders
    and committee

-   Employee representatives such as the chairman of welfare committee
    and elected members from welfare committee

-   Community representatives from Ban-Klang Municipality 

Voting one share one vote , Shareholder has votes equal to the number of
shares held. Can not cumulative voting (Cumulative Voting) that from The
Articles of Association setting.

1.3 The right to freely express opinion in the meeting

Every shareholder has an equal right to express opinion or make an
inquiry with an adequate

time providing for each agenda before resolution. In the shareholders’
meeting, all members of the boards and executives are required to attend
the meeting to answer any inquires to the meeting.

1.4 The right to consider remuneration for board members

In the agenda of remuneration for board members, the criteria and
details of remuneration for each member will be notified.

1.5 The right to appoint and nominate the board members and then have
shareholders to vote individually

1.6 The board allows shareholders to propose agenda for the annual
shareholder meeting. To ensure the fair and equitable treatment to
shareholders, the company sets the criteria and

Procedure for shareholders to propose agenda to the board to consider it
to be the agenda in the annual shareholders’ meeting. The details of
right, criteria, and procedure are posted on the company website. The
company shall notify such dissemination through SET news for
shareholders to know in advance.

In year 2014 the company invited the shareholders to proposed the
agendas in advance for the 2014 Annual General Meeting since January 10
to April 10, 2014 that there was no any proposal from the shareholders.

2. Equitable Treatment of Shareholders

The company pays attention to an equitable treatment to every
shareholder whether or not , they are major or minor shareholder,
institutional investor, or foreign investor. The implementation
includes:

2.1 Every shareholder has right to vote depending on number of shares
they are holding; one vote per share .The company have only common
stock.

2.2 The board has developed prevention measure of using internal
information as follows: None of director, executive, or employee can use
internal information for the sake of personal benefits. Employees
working in department involving with internal information, executive,
and director are prohibited from trading the company securities for 1
month before the disclosure of financial statement or information to
public and within 24 hours after the disclosure hereof. This rule is
described in the code of conduct for the board and employees. The rule
also specify that director, executive, and accounting manager is obliged
to declare the number of shares they own to the board of directors every
time during the board of directors meeting.

2.3 For the shareholders’ meeting; the proxy forms approved by Ministry
of Commerce together with the meeting invitation letter, documents, and
instruction about proxy assignment will be sent to shareholders so that
they can appropriately prepare themselves for the meeting.

2.4 The company agrees to give the right to vote for shareholder who is
late in attending the meeting; however, only for the agendas on
discussion and have not been reached the resolution yet. That share will
be counted for quorum starting from the agenda that he attends as well
as votes onwards, unless otherwise instructed by the meeting.

2.5 Besides Thailand Securities Depository Co., Ltd., the share
registrar of the company, who will be responsible for sending out the
notice for attending shareholders’ meeting for 14 days in advance of the
meeting, the notice will also be posted on the company website for 30
days in advance of the meeting and published on the daily newspaper in
Thai for at least 3 consecutive days and at least 7 days before the
meeting date.

2.6 The Minutes of Shareholders’ Meeting will be posted on the company
website within 14 days after meeting , so that the shareholders who did
not attend the meeting being able to know the same information.

3. Role of Stakeholders

The company is aware of the rights of each group of stakeholders such as
customers, suppliers, employees, shareholders, government sectors, and
other related parties as well as community as specified by law and make
sure that their rights are properly protected and treated.

3.1 Customers , Most of the company products are sold to automaker;
therefore, the company’s customers mean the purchasers of the products
and the end-users as well. Customer policy is as follows:

Management : Consider customer satisfaction as the first priority by
improving every function; quality control, costing, delivery,
development, security, and relationship through Planning – Doing –
Checking process cycle.

Quality : Aim to develop international standard on quality assurance
system; delivering the products with the confidence in gaining
satisfaction and trust from customers.

The company sets up the Quality Assurance to be responsible for
assurance product quality , giving advices on products, providing
consultations, and receiving complaints, to make sure the customers will
satisfy with the quality of products and services.

In the competition , The Company has policies and practices to fair
competition and on normal business.

3.2 Suppliers , Supplier is one of business partners. The company have
policy that strictly complies with agreement or contract made with the
suppliers by adhering to operating business with integrity to self and
to other parties in accordance with law and related rules and
regulations. The supplier selection is according to purchasing policy
that consider cover to company documents , performance , environmental ,
employee practical and human rights.

Meeting with business partner is also held with the purpose to keep
partner updated about the company movement and to hear opinions; for
example, for bank or creditor; the company will invite them to the
meeting together with securities analyst so as to be informed about the
company quarterly performance, or for the case of suppliers; supplier
meeting is held every year through purchasing department in order to
inform about annual purchasing policy and confer QCD award to the
suppliers who delivered the good products and being punctual.

For construction contractor, a separate meeting will be held by
occupational health and safety officer and invite the staff who is
responsible in the field of repairing, construction, or expansion of the
company properties to the meeting in order to ensure that safety measure
is extended to the involved parties.

Since 2009, the company initiated the project of developing raw material
suppliers to be quality suppliers by delivering goods on time, being
competitive which leads to quality raw material with reasonable price.
The project has been carried on until present, divided into 2 activities
as follows:

1.  Supplier SNAP , The company extends productivity improvement
    activity to suppliers and sends SNAP (Stanley New Approach for
    higher Productivities) team together with purchasing officer to the
    supplier company in order to educate and conduct productivity
    improvement activity in an periodical manner during 6 month period.

2.  Supplier Improvement Project , The company will choose the suppliers
    to help them to identify problems and give advices on manufacturing
    efficiency.

The company also provides customer support and encourage vendors to be
certified to international standards as quality assessment to provide a
quality of supply chain.

3.3 Employees , The company realizes that the company is growing because
of the cooperation of every employee so the employees are valuable
resource of the company. The company policy are cover employee sustain
in respect with safety, welfare, privilege for employees and the company
have certified for Thai Labor Standard, TLS800-2003 (since June 2008
until present) from Ministry of Labor and Social Welfare.

3.4 Shareholders

The company policy is to protect shareholders’ rights in an equitable
manner as required by law. The policy is set that dividend paid to
shareholders will not be less than 30% of net profit (Financial
Statement - The company only), and allow shareholders to visit the
company after finishing Shareholders’ Meeting or the next available time

3.5 Society and Community

The company recognizes the importance of society and local communities
that the company have become a part of society , so from founding to the
present the company has met with representatives of local communities,
Banklang Municipality and participation in support of local activities
regularly

The company has been doing social activities under the name of Stanley
Thailand Foundation. And reported the foundation activities on Annual
Report

In addition, the company has developed the policy about the right of
stakeholders and put in corporate governance policy and code of conduct
for directors and employees of the company. Stakeholders can communicate
or complain with the company via the company website. The company has
set the specific process and section for these matter and the company
always focuses on social and community activities and strictly complies
with laws and regulations.

4. Disclosure and Transparency

The company and the executive committee focuses on managing and
operating business under the principle of good governance and being
aware of information disclosure with accuracy and in timely fashion as
specified by regulatory agencies. Therefore, the company sets the policy
and practice regarding information disclosure as follows:

4.1 Information Policy

-   Disseminating information about the company must be aligned to
    disclosure policy and under the scope of laws, provisions, and
    related regulations.

-   Disseminating information about the company must be clear, accurate,
    complete, transparent, and reliable. The information must be
    explained clearly, easy to understand, and promptly to stakeholders.

-   The information must be fair to all parties by treating all parties
    in an equitable and consistent manner under the scope of operation
    practice, also avoid causing conflict of interest.

-   Ensure that such dissemination will not cause negative impact on
    relationship between the customers and the company or violate the
    privacy of customers, shareholders, or other stakeholders.

-   Performing duty about disseminating confidential information must be
    complied with the company rules and regulations specified in the
    code of conduct for the board and employees.

4.2 Communication

Chairman of the Board of Directors, Executive Chairman, and Vice
Executive Chairman have authority to notify key information of the
company and can delegate to management to give information about its own
function through responsible department or person in charge of investor
relation.

Company information is available for customers, shareholders, investors,
or interested persons or requesting for more information via the company
website (http://www.thaistanley.com).

In addition, the company has appointed Investor Relations officer; in
charge of providing general news and respond to inquiries, coordinating
with staff or involved person to provide news and answer to inquiries,
monitoring financial and information reporting system notified to
various regulatory agencies. To contact Investor Relations, please call
02 581 5462 ext.1164 or info@stanley.com.

4.3 Communication Standard and Channel

Company performance and general information will be periodically
communicated to shareholders, investors and public through media of
Stock Exchange of Thailand and company website.

Meeting with securities analysts is held in a quarterly basis.
Information that is revealed to analysts in the meeting will be posted
on the company website. The company has no policy to meet analyst, fund
manager, investor, or any person interested in investing with company
individually.

News and information about the company is available on the company
website (http://www.thaistanley.com) which includes:

-   Vision, Management Policy, Governance Policy

-   Disclosure policy consists of information policy, communication
    channels to the company, authorized spokesman, type of communication
    and information disclosure to public

-   Financial information such as financial statement, key financial
    information, financial ratio, rate of dividend and so on.

-   Company information such as type of business, board of directors,
    executive directors, and shareholder structure.

-   Shareholders’ Meeting information such as Minutes of Meeting,
    pictures from the meeting, VDOs presented in the shareholders’
    meeting.

-   Annual Report and other reports submitted to Stock Exchange of
    Thailand and Securities and Exchange Commission

-   Web board

-   Investor Relations activities such as quarterly meeting with
    securities analysts

5. Board Responsibilities

5.1 Directors and Executives Development

The board of directors set the policy to provide an orientation course
for new director in order to educate them about role and responsibility,
business operation so as to efficiently support the company. In case of
new directors , the company will take orientation course on the date of
appointment; the content provided in the class such as the company’s
regulations, vision, governance policy, code of conduct for directors
and employees, as well as rules and regulations of the Stock Exchange of
Thailand and SEC about roles of director and code of conduct for the
listed companies. The directors had visited the factory for better
understanding about the company operation.

The existing members of the Board are also educated by attending the
training courses arranged by each function. Any change of information or
rules will also be informed to the board in the board of directors
meeting.

In year 2014 , Mr.Suchart Phisitivanich , Independent Director and Audit
Committee attend the seminar ‘ The Challenge of Audit Committee with
finance and non financial data ‘ arranged by The Securities and Exchange
Commission on February 11 , 2015

5.2 Self-evaluation of the Board of Directors.

In 2014, the board has done self- performance evaluation , in overall,
covering all roles and responsibilities of the committees, since 2007
until end of accounting period as of 31 March 2015, based on May 2015
evaluation, the result is Very good and the result, notices, and
suggestions shall be taken into account to improve the performance of
the board in the future.

10. Social Responsibility

10.1 Policy Overview

The Company's policy is to achieve business goals effectively , be the
entrepreneurship to the society by one of the company's vision is to be
a priority and uphold the values that support complementary Stanley
sincerely. The Company considers that the underpinning and is involved
in all aspects of the employees, shareholders, customers, suppliers,
sellers, local community and society.

Each year the company targets including the implementation of
environmental and social. The top management will monitor and evaluate
the various monthly continuously.

10.2 Operation and report

In social responsibility of the company , each division is involved in
environmental and social issues to focus and perform with caution and
evaluate the impact by the operational and top management, such as
product design to using materials that are environmentally friendly ,
produced with carefully in security and impact of other pollutants.

The company disclose Social Responsibility report from eight principles
of sustainability and social responsibility guidelines of the Company
that issued by the Stock Exchange of Thailand. The issues revealed
through consideration of the management that show on this annual report
page and company website www.thaistanley.com

In 2014 The company operation of social responsibility is as follows.

1.Fair Business Operations

The Company has set ethical guidelines and the code of conduct for
directors and employees to ensure prudence, honesty, and integrity
including respect for relevant laws and regulations, and behaviour
within a moral framework.

The Company has printed and distributed moral and the code of conduct to
directors and employees, including via internal communication; moreover,
the ethical code of conduct for directors and employees is included in
the annual new employee orientation course.

2.Fair competition

The Company relies on business conducted in good faith, within legal
framework, and rules of good competition. Although the automotive
lighting industry has few participants, the Company shall refrain from
actions which take the form of a monopoly or limit commercial
competition, or hamper fair and transparent competition.

The Company provides training for employees who are directly involved
with this matter i.e. marketing, purchasing etc. whereas other general
employees are informed via internal communication and the Office of
internal audit are examined concerning these aspects on a yearly basis.

3.Respect for proprietary rights of other entities

Customer confidentiality is a matter of utmost importance for the
Company since each product model is considered the proprietary rights of
each customer is and designed and developed by the Company, together
with it’s customers; the Company appoints responsible persons
specifically designated for each product model from the design phase
until production and delivery.

The Company has established policies concerning information technology (
IT) security to ensure strict data protection and controls including
customer confidentiality whereby the Information Systems (IS) department
is administrator responsible for access to various data, control of
equipment, programs, and computer applications used internally as only
permitted by the IS department; management of the aforesaid department
implements annual reviews, testing, and assessment accordingly and
further presents the results to the Risk Management Committee and
executive management. Moreover, the internal audit office performs an
annual audit.

Social Responsibility Promotion among Stakeholders within the business
chain

The Company supports and participates with stakeholders, including
customers and suppliers, in activities related to CSR. Presently,
Company stakeholders prioritize and increasingly implement CSR
activities i.e. environmental activities, application to ISO14001
standards etc. The Company actively participates in such activities and
promotes stakeholders’ news to employees.

Responsible Political Involvement

The Company has established policies that forbid political involvement;
however, the Company does not limit the rights of its employees but
enables the use of legally permitted political rights. The Company
permits employees to request leave in advance for election rights
without deducting working hours.

During 2014, the Company has neither been accused nor penalized for
violation of various laws or regulations.

2.Anti – Corruption

The Company has established the following Anti-Corruption policies which
are considered business ethics: All forms of corruption are strictly
forbidden among directors, executive management, and employees including
entities relevant to company operations; this covers offering,
promising, soliciting, demanding, and giving or accepting bribes and
other forms of incentives including assigning other parties to give or
receive bribes or incentives on behalf of oneself concerning company
interests and operations.

Over the past year, the Company has provided training courses in
business ethics as part of the general business knowledge course
provided by the Company to all new employees.

The Department manager of each department has a duty to assess and test
matters in this regard together with matters concerning risk in various
areas and to duly notify the Risk Management Committee once per year at
the minimum; furthermore, internal audit agencies assess this matter
annually and present the results at the meetings of Audit Committee and
Board of Directors respectively.

The Company imposes severe penalties for corruption in the line of duty
by termination of employment without compensation following
consideration by the Award & Punishment Committee; during the past year,
upon corruption risk assessment, the Company has not found any
significant risk.

The Company participates in Collective Action Coalition in the Thai
private sector concerning anti-corruption efforts. Presently, additional
operations are underway i.e. documentation and manuals which cover all
aspects will be validated shortly.

3.Human Rights

The Company expresses the following determination to respect human
rights as evident in the labour management manual, which is considered
the primary document covering labour management systems:

-Citizen and political rights

Discrimination issues : The Company will neither engage in, nor support,
discrimination in hiring, payment of wages and compensation for work,
benefits, training and development opportunities, promotion of position
or duties, including termination or retirement according to differences
in nationality, race, religion, language, age, sex, marital status,
personal attitude towards sexuality, disability, HIV and AIDS infection,
and political or personal opinion.

The Company neither obstructs, interferes, nor engages in actions that
impact activities, use of rights, or code of conduct of employees
concerning the above matters provided no potential damages are
subsequently inflicted on the Company.

Child labour : The Company neither hires, engages in, involves itself,
nor promotes the labour of children under the age of 15 years and
neither allows nor supports the use of child labour which is hazardous
to sanitation or in environments which are hazardous to sanitation and
safety.

Pregnancy : The Company does not allow women to perform work operations
which pose a health or physical hazard, according to law, and arranges
for pregnant women to work or remain in environments which are free from
hazards to sanitation and pregnancy. Additionally, no termination,
dismissal, or deductions of benefits are imposed because of pregnancy.

The Company assesses these matters together with suppliers to ensure no
violation of human rights in society.

Concerning freedom of association and collective bargaining : The
Company grants rights to its employees to participate in other
committees within the Company and rights to collective bargaining,
selection or election of representation whereby the Company neither
obstructs nor interferes in usage of such rights of its employees.
Presently, the Company has representatives of employees elected to the
Welfare Committee and Safety Health and Environment in the Workplace.

In 2014, the Company has had no labour disputes and the Company has no
labour union.

-Economic, social, and cultural rights

The Company strives to develop the quality of life of its employees as
appropriate to the current economic conditions; this involves
considering increase of wages and benefits i.e. health care extended to
employee families, value-added birthday and New Year gifts, and
low-interest loans to reduce external debts etc.

The Company provides internal activities aimed at health promotion i.e.
sports competition, colour house sports events, and recreation
activities including excursions for each department and other activities
during various festivals to encourage social and cultural promotion in
Thailand i.e. Buddha bathing rites during Songkran, candle parade during
the Buddhist lent, dry food for alms during the New Year period etc.

In September 2014, the Company has received the exemplary business award
in areas of labour relations and welfare benefits from the Ministry of
Labour for the eighth consecutive year.

4.Treatment of labour

The Company has established policies according to Thai labour standards
considered as CSR in labour aspects whereby the Company is determined to
comply according to Thai labour laws and standards including other
related regulations and standards. The Company strives to develop the
quality of life of its employees including workplace environment and to
review the sufficiency and suitability of policies annually. In addition
to applying Thai labour laws within the Company throughout the entire
organization, the Company extends coverage to its suppliers and
sub-contractors accordingly.

The Company discloses all aspects concerning respect for rights at work
according to human rights principles and grants protection to working
conditions under human rights guidelines.

The Company implements the STARs Plan as principles aimed at human
development within the Company categorized under the following 6
systems:

1.Qualification: The Company has established hierarchies to reflect the
ability to perform duties among employees and to determine fair
compensation rates.

2.Position: The Company has explicitly established duties, roles,
authority, and accountability within agencies for each position.

Promotions occur following assessment according to criteria set forth by
the Promotion Committee.

3.Rotation: Interdepartmental changes occur to rotate the nature of
duties among staff for the purpose to build and develop competencies and
ultimately achieve promotion.

4.Evaluation: The Company schedules performance evaluation to assess
increase in wages, bonuses, and promotions and to identify strengths and
weaknesses of employees to ultimately achieve further development of
competencies; assessment criteria are based on principles of justice,
suitability, and acceptance.

5.Wages: Compensation structure is comprised of base salary, competency
wages, position wages, and various support i.e. overtime pay, holiday
pay, food allowance, diligence allowance, shift allowance etc. The
Company increases wages annually according to the pay raise index i.e.
the minimum increase required by government and inflation which is an
index that indicates increases in living expenses and industry
conditions.

6.Competency development: To enhance the competencies of its employees,
the Company has established policies to develop capabilities by training
programs according to position or rank, strategic training,
function-specific training, and self-training. Such training includes
both internal and external programs, additionally employees are sent to
undergo training and apprenticeship at companies in the Stanley group
overseas.

In 2014, the Company has provided 42 internal training courses for a
total of 1,638 employees at an average of 12 training hours per person
and external training courses for 334 persons i.e. opportunity and
crisis in the ASEAN economic community, planning and goal-setting,
systematic thinking, skills enhancement and development by coaching etc.
Additionally, the Company has sent 22 employees to Japan for training
and skills development.

The Company is accredited with Thai Labour Standards 8001 – 2553 from
the Ministry of Labour and is evaluated annually.

Health and safety in the workplace

The Company has established policies and operational guidelines in areas
of safety, sanitation, and workplace environment alongside regular
duties of its employees and is considered a primary responsibility
during operations; the Company has been accredited with OHSAS18001
standards since 2011.

The safety policies implemented by the Company include the following
duties:

-Stringent compliance with laws, rules, regulations, and standards
relevant to safety, sanitation, and workplace environment.

-Continuous support and promotion for improvements rendered to the
environmental conditions and safe methods of operations; this includes
use appropriate use of hazard prevention equipment and maintenance of
good sanitation among all employees.

-Support and promotion for various safety activities to evoke safety
consciousness among all employees, both directly involved in the
operations and external members i.e. training, motivation, public
relations, and safety competitions.

-All superiors at every level must be a good example in leadership,
training, coaching, motivation, and invoking consciousness for employees
to conduct operations with safe methods.

Furthermore, all employees must maintain personal safety and safety of
colleagues including company assets as a priority during operations.

-Strictly adhere to 5S (Seiri, Seiton, Seiso, Seiketsu, Shitsuke)
operational principles in the workplace to prevent accidents and illness
caused by work operations.

-Campaign and promote participation among all employees in safety and
sanitation projects launched by the Company; all employees are entitled
to present their opinions aimed at continuously improving work
conditions and safety methods.

-Promote human resources and budget for management of safety,
sanitation, and workplace environment to ensure safety among company
employees and third parties.

-Continuously promote policies with CCCF (Completely Check – Completely
Find Out) activities to achieve zero accident goals both internally and
externally.

-Regularly conduct operational evaluation according to established
policies.

In 2014, the Company has set goals for safety, sanitation, and workplace
environment i.e. zero accident causing downtime and severe fire hazard,
8,000,000 consecutive accident-free working hours, zero external
accident and fatalities, and reduce machinery incidents causing
downtime, injuries causing downtime, and work-related illness causing
downtime by 50% compared with the previous year.

All goals were achieved with the exception of 8,000,000 consecutive
accident-free working hours whereby the Company was able to achieve
6,977,683 consecutive working hours; subsequently, the Company has
prioritized this matter.

In 2014, the Company has launched its Hearing Conservation Program which
monitors noise levels caused by the production process and employee
hearing; this policy involves evaluation of noise levels in every area,
suitable arrangement of equipment, and regular evaluation and follow-up
with consistent improvement.

Furthermore, in March 2015, the Company has launched an organizational
culture project with 7 safety matters i.e. 1. Stop and point before
crossing a street or junction; 2. Walk or cross along routes designated
by the Company; 3. Stay on the right while ascending – descending
stairs; 4. Refrain from smoking outside designated areas; 5. Refrain
from rummaging through bags while walking; 6. Refrain from using cell
phones while walking; and 7. Refrain from wearing slippers and stepping
on shoe heels. The Company continues to implement widespread training
and campaigns to create good habits among its employees.

The Company continues to implement other safety-related activities i.e.
safety training, daytime and night time fire drills, emergency drills
and preparation, weekly expo for safety, environment, and energy
conservation.

In July 2014, the Company was awarded Outstanding Workplace in areas of
Safety, Sanitation, and Workplace Environment for the 10th consecutive
year. Additionally, the Company has dispatched the emergency response
team, or Top Gun team, to assist the local community. Top Gun team has
participated in the national safety week event for the 28th time and was
awarded honourable mention.

5.Responsibility toward Consumers

The Company prioritizes product research and development and designs
lighting products aimed at providing maximum benefits to automotive
users to ensure safety of drivers and commuters, aesthetics,
illumination, durability, and environmentally-friendly qualities.

The Company has arranged for the Quality Assurance department to examine
the quality of all products both prior to, and following, distribution.
Moreover, this department handles complaints from customers and product
users.

In areas of Bulb product, the Company actively collaborates with The
Sittipol groups in organizing events to meet and greet distributors
nationwide where comprehensive and accurate knowledge concerning
automotive lighting is increasingly provided to users.

6.Environment and Energy Conservation

The Company has founded the following philosophy concerning
environmental aspects:

“Determined to sustain the environment and use natural resources wisely
through all activities performed by the Company to further maintain and
ensure the natural integrity of this world”

To achieve the environmental philosophy, the Company has established the
following environmental policies:

1.The Company drives various activities aimed at environmental
conservation, pollution prevention, minimal environmental impact, and
continuous improvement in every process from the design phase to
development, production, and industrial waste management; whereby the
Company is determined to comply with relevant environmental laws, rules,
and regulations and request cooperation from parties with activities
aligned with the Company.

2.The Company implements training and communication of the fundamental
philosophy, environmental policies, and various environmental activities
to all employees and relevant parties to enhance understanding and
knowledge and to create good environmental consciousness.

3.The Company is prepared to publicly disclose the fundamental
philosophy, including environmental policies and activity status.

The Company has set the following environmental goals for 2014:

1.Reduce usage of water resources by 1% from 2013 by applying the
benchmark of water usage ratio to all product types and number of
employees , and the result in part of production plant was over the
target about 10%

2.Reduce landfill waste by 1% from 2013 , and the result was over the
target about 7%

3.Reduce usage of paper by 1% from 2013 , and the results was according
to the target.

The Company continues to implement environmental operations i.e.
monitoring and follow-up by senior management, expansion of green areas
within the Company premises, recycle of treated water to further use as
water curtain during painting operations, to flush toilets, and to water
plants and lawn without any wastewater released outside the Company.

In areas of waste disposal, the Company focuses on separation of waste
into various categories, destruction of waste and further sales to
private recycle entities. Moreover, the Company prioritizes 5S
activities to ensure cleanliness within all areas.

In 2014, measurements obtained from various pollutant values within the
Company have revealed i.e. noise, wastewater, and air pollution levels
within standard range.

Energy conservation activities:

The Company has established the following energy conservation policies:

1.The Company drives all production processes, including other
activities relevant to energy use, to conserve energy and maximize
efficient energy usage which is considered a core part of Company
operations.

2.The Company strives to enhance energy usage efficiencies within the
organization as appropriate to the characteristics and volume of actual
energy used as aligned with industrial attributes and suitable
technology; furthermore, the Company continuously applies best practices
as appropriate.

3.The Company is determined to properly manage and conserve energy
according to relevant energy conservation laws, rules, and regulations.

4.The Company considers energy conservation a primary duty and
responsibility; all management and employees in every level are required
to participate and cooperate in compliance with energy conservation
measures, and to regularly monitor and report to the Energy Conservation
Committee to express intent to continuously enhance energy usage
efficiency.

5.The Company sufficiently and suitably allocates resources relevant to
energy management and conservation to enable achievement of all goals
and objectives set forth concerning energy management.

6.The Company strives to seek and obtain renewable energy sources
including alternative energy to ensure sustainable energy conservation.
The Company is prepared to reveal, relay, and broadcast all its energy
conservation activities to relevant parties and the general public.

In 2014, the Company has set forth goals and conducted operations
covering the following 3 areas in energy conservation:

1.Reduce power usage by 1% from 2013 by applying the benchmark of power
usage rate to all product types and power usage rate to number of
employees (for consumer function)

The operations included the following:

-Campaign and promote participation among employees for activities aimed
at reducing power usage via SNAP Kaizen Sheet

-Raise levels to monitor progress in energy conservation activities by
supplementing follow-up and evaluation methods

-Raise levels of energy usage measurement and assessment of energy
conservation activities by applying power meters.

-Create systems to monitor and control power usage within the plant by
use of power meters that apply computer software to measure actual
usage.

-Promote collective energy conservation via 2 activities i.e. Car pool
and lights off one day per month (the third Sunday of every month)

The results are on target, that can reduce power usage 1,739,473.52 kWh
and reduce Co2 emissions 991.49 Ton.Co2.

Additionally, the Company continues to promote and campaign reducing
energy use via various media i.e. voice programs and Energy Committee
Cross Check Patrol activities organized once a month.

The Executive Board of Management continues to monitor and provide
guidance to energy conservation activities on a monthly basis; in July
2014, the Company opened the PQC multi-purpose building with cafeteria,
library, fitness centre, an area for engineering works that support
production, and simulation training for production staff prior to actual
manufacturing. This building applies environmental conservation concepts
with LED lighting system and dimming switches; moreover, some recreation
areas use natural light.

7.Participation in Community and Social Development

The Company is located at Ban Klang sub-District, Muang District, Pathum
Thani; since the Company is not based within an industrial estate, the
Company is cautious not to affect the nearby communities. Nevertheless,
the Company has never had a dispute with the local community. The
Company coordinates and cooperates with the Ban Klang municipality, a
representative of the community, in organizing various community
activities i.e. candle parade during the Buddhist lent, dry food for
alms during the New Year period, use of local community snacks and
products during the shareholder meeting etc.

Community development efforts applied by the Company primarily take the
form of hiring since 80% of Company employees comprise of Pathum Thani
residents of which a major portion are locals. Additionally, the Company
offers opportunities for state-owned higher education institutes to
visit the factory works to gain additional industry knowledge and
understanding.

8.Innovations, and Communication of Innovations, obtained from
Operations with Corporate Social and Environmental Responsibility and
Stakeholders

Presently, LED (Light Emitting Diodes) technology provides an
energy-efficient and long lifetime source of lighting; companies within
the Stanley Group continue to manufacture and develop LED lighting
across a wide range of applications i.e. street lights and a source of
light and warmth for vegetable cultivation etc. The Company continuously
promotes and supports the use of this technology to customers, partners,
and the community.

10.3 The company operation that have an impact on social responsibility

- None

4.  The social and environment activity (after process)  by Stanley
    Thailand Foundation

The Stanley Group has founded the Stanley Thailand Foundation since 1993
to conduct social activities generally within the Pathum Thani province
which is considered the local community of Thai Stanley.

The 2014 activities were launched by Stanley Thailand Foundation , as
follows:

1.Education activities:

1.1 Scholarships for year 2014 awarded to 1,294 students from 28 schools
within Pathum Thani province and 8 schools in Nakorn Ratchsima.

The Foundation provides support for personal education expenses to cover
high school levels until bachelor degree and has selected 2 students to
enter the project with 1 student graduating with bachelor degree;
presently, 28 students are enrolled in the program.

1.2 Sponsor to the 14th Stanley Science Project Contest at the primary
and junior high school levels

3.  Sports equipment donated to 37 schools in Klong Luang, Sam Khok,
    Pathum Thani.

4.  The “Pathum Vorakij IT Center” computer facility including equipment
    donated to Wat Bang Kuthithong School, Muang District, Pathum Thani.

5.  Library books donated to 83 schools in Pathum Thani and Nakorn
    Ratchsima.

2. Environmental activities include garbage bins donated to local
communities via the Ban Klang Municipality, Khu Kwang Municipality, and
Suan Prik Thai Administrative Organization at Pathum Thani.

3. Activities to support charitable organizations include items for
everyday use donated to AIDS victims at Wat Prabatnamphu, Lopburi
Province and mentally impaired children at Ruampanya Person Lame
Association, Nonthaburi.

The Company strives to launch and implement activities in all areas to
achieve goals of business growth and stability alongside participation
in social and environmental assistance which the Company considers to be
true sustainable growth.

11.Internal Control and Risk Management

11.1 The board of director comment on internal control

The three members of Audit committee has meeting with the Board of
Directors meeting No. 2/2015 on 22nd May 2015. The Board of Directors
have evaluated for the internal control system from Office of Internal
report and reviewing the progress of internal control of Working System
that approved in the past year that cover to reviewing the financial
report , the company operations are in compliance with the law on
securities and exchange , the Stock Exchange of Thailand regulations and
laws relevant to the company’s business , reviewing of the connected
transactions or the transactions that may lead to conflicts of interests
as well as the disclosure of such transaction , reviewing the risk
management that relate to internal control system . In fiscal year 1st
April 2014 – 31st March 2015 , there were 11 audit committee meeting
that 4 times with the auditor that without the management and 7 times
meeting with the management , auditors and chief of office of Internal
Audit.

  The Audit Committee has reviewed the internal audit system , it was
  found that there were

no significant faults and there was appropriate attention and
maintenance of the activities and accurate ,so the audit committee has
the opinion that the company’s activities in fiscal year 1st April 2014
– 31st March 2015 has been according to the appropriate internal control
system , the finance report is accurate , complete and reliable.
Operations are concordant with adequate , transparent and reliable
Corporate Governance standards and there is continuous improvement for
better quality of the business operating system report and the
disclosure information were care in accordance with the appropriate
internal control of the company.

Ms.Varaporn Vorathitikul , PricewaterhouseCoopers ABAS Limited ,the
Auditor of

company was no any significant comment about the internal control.

11.2 The opinion of the Audit Committee in the event of a different
opinion of the board of the activities of the company.

The audit committee not any different opinion with the Board of
Directors. There was also a report of the Audit Committee. As Attachment
3-2 in the report 56-1

  11.3 Chief of Office of Internal Audit

(1) The Executive Board has appointed Mrs.Nongyao Apirum was the chief
of office of internal audit in year 2012 that has experience working in
Accounting and Finance department for 17 years and used to attend the
training course related to the audit such as Fundamentals for New
Internal Audit course 1 and 2 from The Federation of Accounting
Professions – Under the Royal Patronage of His Majesty the King , Audit
Report Writing , Risk Based Audit , Certified Professional Internal
Auditor of Thailand (CPIAT-18), The Corporate risk management - COSO-ERM
, Internal controls on financial reporting from The Institute of
Internal Auditor of Thailand

Chief of Internal Audit have an understanding of the operations of the
company as well. It is appropriate and sufficient to perform such
duties.

(2) The Audit Committee ‘s opinion that taking care of the Chief Audit
qualification experience with adequate training and proper operation.

(3) The appointment, removal and transfer of the incumbent Chief of
Office of internal audit according to the personnel management system of
the company. Through the approval of the Executive Board and
acknowledged and approved by the Audit Committee.

12. The related transactions

Since last 3 years, there was no event of spending the income from stock
sales for any of the shared interest person.

The company has the significant trade with the related company by
purchasing and sales items. The company’s auditor gave the explanation
in the Note 26 Page 37 - 38 of the financial statement on 31^(st) March
2015. The purchasing items form the related company are those particular
raw materials or merchandise from the same production source at the
great quantity to reduce the production cost. The company received the
confirmation report from the related company about the sales of raw
materials as the regular trading business. The sales items are mostly
exporting by set up the sales price from cost fee plus the profit.
Royalty fee to a related company at the rate of 3% of sales minus the
cost of importing raw materials from that related company, and specified
as the regular trading business, details as follows:

1.  Related party transaction by way of the shareholder or common
    directors.

+--------------+-------------+-------------+------------+-------------+
| Name of      | Related     | Related     | T          | The         |
| Company      | ties        | transaction | ransaction | reasonable  |
|              |             | details     | Amount and | of          |
|              |             |             | Balance at | t           |
|              |             |             |            | ransactions |
|              |             |             | 31 March   |             |
|              |             |             | 2015       |             |
+--------------+-------------+-------------+------------+-------------+
| 1. Stanley   | 1. Major    | 1.          | Purchased  | S           |
| Electric     | shareholder | Purchasing  | 564.23     | pecifically |
| Co.,Ltd.     | of Stanley  | in raw      | million    | products or |
|              | Electric    | materials , | baht       | materials   |
|              | Holding     | goods and   |            | and         |
|              | A           | equipment   | Balance    | material    |
|              | sia-Pacific |             | 183.53     | which are   |
|              | PTE,        | 2. Selling  | million    | m           |
|              |             | goods,      | baht       | anufactured |
|              | holding     |             |            | on a large  |
|              | 30.44%      |             | Sold       | scale at    |
|              |             |             | amount     | one source  |
|              | 2.Common    |             | 20.03      | for cost    |
|              | Director 1  |             | million    | saving      |
|              | person      |             | baht       | benefit.    |
|              |             |             |            |             |
|              | -           |             | Balance    | Pricing are |
|              | Mr          |             | 3.35       | charged in  |
|              | .Katsutoshi |             | million    | the normal  |
|              | Iino        |             | baht       | course of   |
|              |             |             |            | business    |
|              |             |             |            | and same    |
|              |             |             |            | practice    |
|              |             |             |            | with the    |
|              |             |             |            | outsider.   |
|              |             |             |            |             |
|              |             |             |            | S           |
|              |             |             |            | pecifically |
|              |             |             |            | products or |
|              |             |             |            | materials   |
|              |             |             |            | and         |
|              |             |             |            | material    |
|              |             |             |            | which are   |
|              |             |             |            | m           |
|              |             |             |            | anufactured |
|              |             |             |            | on a large  |
|              |             |             |            | scale at    |
|              |             |             |            | one source  |
|              |             |             |            | for cost    |
|              |             |             |            | saving      |
|              |             |             |            | benefit.    |
+--------------+-------------+-------------+------------+-------------+
| Name of      | Related     | Related     | T          | The         |
| Company      | ties        | transaction | ransaction | reasonable  |
|              |             | details     | Amount and | of          |
|              |             |             | Balance at | t           |
|              |             |             |            | ransactions |
|              |             |             | 31 March   |             |
|              |             |             | 2015       |             |
+--------------+-------------+-------------+------------+-------------+
|              |             | 3.Royalty   | Amount     | Pricing are |
|              |             | Fee is      | 243.48     | charged in  |
|              |             | charged at  | million    | the normal  |
|              |             | 3% of sales | baht       | course of   |
|              |             | less        |            | business    |
|              |             | materials   | Amount     | and same    |
|              |             | cost        | 179        | outsider.   |
|              |             | imported    | .02Million |             |
|              |             | form the    | baht       | In the      |
|              |             | related     |            | normal      |
|              |             | party in    | Amount     | course of   |
|              |             | accordance  | 4.56       | business    |
|              |             | with the    | million    | and same    |
|              |             | agreement   | baht       | practices   |
|              |             |             |            | in Stanley  |
|              |             | 4. Designed | Amount     | Group       |
|              |             | and         | 21.73      |             |
|              |             | Development | million    | In the      |
|              |             | Fee         | baht       | normal      |
|              |             |             |            | course of   |
|              |             | is charged  |            | business    |
|              |             | in case     |            | and same    |
|              |             | design and  |            | practices   |
|              |             | development |            | in Stanley  |
|              |             | product for |            | Group,      |
|              |             | Thai        |            | pricing are |
|              |             | Stanley’s   |            | charged     |
|              |             | products    |            | same as     |
|              |             |             |            |             |
|              |             | 5.          |            | outsider.   |
|              |             | Technical   |            |             |
|              |             | Fee         |            | In the      |
|              |             |             |            | normal      |
|              |             | is charged  |            | course of   |
|              |             | for the     |            | business    |
|              |             | specialist  |            | and same    |
|              |             | come for    |            | practice in |
|              |             | assistance  |            | Stanley     |
|              |             | in          |            | Group       |
|              |             | production  |            |             |
|              |             | technics.   |            | In the      |
|              |             |             |            | normal      |
|              |             | 6. Training |            | course of   |
|              |             | fee         |            | business    |
|              |             |             |            | and same    |
|              |             | is charged  |            | practice in |
|              |             | for send    |            | Stanley     |
|              |             | Thai        |            | Group       |
|              |             | Stanley ‘   |            |             |
|              |             | employee to |            |             |
|              |             | training    |            |             |
|              |             | and         |            |             |
|              |             | practice.   |            |             |
+--------------+-------------+-------------+------------+-------------+
|              |             | 7.          | Amount     | In the      |
|              |             | Commission  | 16.43      | normal      |
|              |             |             | million    | course of   |
|              |             | is charged  | baht       | business    |
|              |             | for an      |            | and same    |
|              |             | agent to    | Amount     | practice in |
|              |             | connected   | 1.11       | Stanley     |
|              |             | with        | million    | Group       |
|              |             | customers   | baht       |             |
|              |             |             |            | In the      |
|              |             | 8.Other     | Amount     | normal      |
|              |             | Income      | 1.47       | course of   |
|              |             |             | million    | business    |
|              |             | 9.Technical | baht       | and same    |
|              |             | Service     |            | practice in |
|              |             | Income      |            | Stanley     |
|              |             |             |            | Group       |
|              |             |             |            |             |
|              |             |             |            | In the      |
|              |             |             |            | normal      |
|              |             |             |            | course of   |
|              |             |             |            | business    |
|              |             |             |            | and same    |
|              |             |             |            | practice in |
|              |             |             |            | Stanley     |
|              |             |             |            | Group       |
+--------------+-------------+-------------+------------+-------------+
| Name of      | Related     | Related     | T          | The         |
| Company      | ties        | transaction | ransaction | reasonable  |
|              |             | details     | Amount and | of          |
|              |             |             | Balance at | t           |
|              |             |             |            | ransactions |
|              |             |             | 31 March   |             |
|              |             |             | 2015       |             |
+--------------+-------------+-------------+------------+-------------+
| 2 .Lao       | 1. Thai     | 1. Selling  | Sold       | S           |
| Stanley      | Stanley     | goods       | amount     | pecifically |
| Co.,Ltd.     | holding 50% |             | 186.51     | products    |
|              |             | 2.Other     | million    |             |
|              | 2. Common   | Income      | baht       | Pricing are |
|              | Director 2  |             |            | charged in  |
|              | persons     | 3.Royalty   | Balance    | the normal  |
|              |             | Income      | 41.60      | course of   |
|              | -           |             | million    | business    |
|              | Mr.Apichart |             | baht       | and same    |
|              |             |             |            | practice    |
|              | Lee-        |             | Amount     | with the    |
|              | issaranukul |             | 0.17       | outsider.   |
|              |             |             | million    |             |
|              | - Mr.Koichi |             | baht       | In the      |
|              | Nagano      |             |            | normal      |
|              |             |             | Amount     | course of   |
|              |             |             | 0.24       | business    |
|              |             |             | million    | and same    |
|              |             |             | baht       | practice in |
|              |             |             |            | Stanley     |
|              |             |             |            | Group       |
|              |             |             |            |             |
|              |             |             |            | In the      |
|              |             |             |            | normal      |
|              |             |             |            | course of   |
|              |             |             |            | business    |
|              |             |             |            | and same    |
|              |             |             |            | practice in |
|              |             |             |            | Stanley     |
|              |             |             |            | Group       |
+--------------+-------------+-------------+------------+-------------+
| 3. Vietnam   | 1.Common    | 1.          | Purchased  | S           |
| Stanley      | major       | Purchasing  | amount     | pecifically |
| Electric     | s           | goods       | 173.38     | products    |
| Co.,Ltd.     | hareholders |             | million    |             |
|              | as Stanley  | 2.Selling   | baht       | Pricing are |
|              | Electric    | goods       |            | charged in  |
|              | Co.,Ltd.    |             | Balance    | the normal  |
|              | Holding 50% | 3.Technical | 46.65      | course of   |
|              |             | Income      | million    | business    |
|              | 2. Common   |             | baht       | and same    |
|              | director 2  | is charged  |            | practice    |
|              | persons as  | for         | Sold       | with        |
|              |             | assistance  | amount     | outsider.   |
|              | -           | in          | 71.49      |             |
|              | Mr.Apichart | production  | million    | S           |
|              |             | technics.   | baht       | pecifically |
|              | Lee         |             |            | products    |
|              | -issaranuku |             | Balance    |             |
|              |             |             | 15.34      | Pricing are |
|              | -Mr.Katsumi |             | million    | charged in  |
|              | Sumiyal     |             | baht       | the normal  |
|              |             |             |            | course of   |
|              | 3. Thai     |             | Amount -   | business    |
|              | Stanley     |             | million    | and same    |
|              | holding     |             | baht       | practice    |
|              | share 20%   |             |            | with the    |
|              |             |             |            | outsider.   |
|              |             |             |            |             |
|              |             |             |            | In the      |
|              |             |             |            | normal      |
|              |             |             |            | course of   |
|              |             |             |            | business    |
|              |             |             |            | and same    |
|              |             |             |            | practice in |
|              |             |             |            | Stanley     |
|              |             |             |            | Group       |
+--------------+-------------+-------------+------------+-------------+
| 4.Asian      | 1.Common    | 1.          | Purchased  | S           |
| Stanley      | major       | Purchasing  | amount     | pecifically |
| I            |             | raw         | 412.50     | products    |
| nternational | shareholder | material    | million    |             |
| Co.,Ltd      |             |             | baht       | Pricing are |
|              | as Stanley  |             |            | charged in  |
|              | Electric    |             | Balance    | the normal  |
|              | Holding     |             | 63.77      | course of   |
|              | A           |             | million    | business    |
|              | sia-Pacific |             | baht       | and same    |
|              | PTE         |             |            | practice    |
|              |             |             |            | with the    |
|              | Holding     |             |            | outsider.   |
|              | 67.5%       |             |            |             |
+--------------+-------------+-------------+------------+-------------+
|              | 2.Common    | 2.Selling   | Sold       | Pricing are |
|              | Director 1  | goods       | amount     | charged in  |
|              | persons     |             | 0.73       | the normal  |
|              |             | 3. Other    | million    | course of   |
|              | -           | income      | baht       | business    |
|              | Mr.Apichart |             |            | and same    |
|              |             |             | Balance    | practice    |
|              | Lee-        |             | 1.45       | with the    |
|              | issaranukul |             | million    | outsider.   |
|              |             |             | baht       |             |
|              | 3.Thai      |             |            | In the      |
|              | Stanley     |             | Amount     | normal      |
|              | holding 15% |             | 0.16       | course of   |
|              |             |             | million    | business    |
|              | 4. Holding  |             | baht       | and same    |
|              | Thai        |             |            | practice in |
|              | Stanley     |             |            | Stanley     |
|              | 0.44%       |             |            | Group       |
+--------------+-------------+-------------+------------+-------------+
| Name of      | Related     | Related     | T          | The         |
| Company      | ties        | transaction | ransaction | reasonable  |
|              |             | details     | Amount and | of          |
|              |             |             | Balance at | t           |
|              |             |             |            | ransactions |
|              |             |             | 31 March   |             |
|              |             |             | 2015       |             |
+--------------+-------------+-------------+------------+-------------+
| 5.           | 1. Common   | 1.          | Purchased  | S           |
| PT.Indonesia | major       | Purchasing  | amount     | pecifically |
| Stanley      | shareholder | raw         | 22.95      | products    |
| Electric     | as Stanley  | material    | million    |             |
|              | Electric    |             | baht       | Pricing are |
|              | Co.,Ltd.    |             |            | charged in  |
|              | Hoding 60 % |             | Balance    | the normal  |
|              |             |             | 0.35       | course of   |
|              |             |             | million    | business    |
|              |             |             | baht       | and same    |
|              |             |             |            | outsider.   |
+--------------+-------------+-------------+------------+-------------+
|              | 2. Common   | 2.Selling   | Sold       | Pricing are |
|              | director 2  | goods       | amount     | charged in  |
|              | person as   |             | 490.41     | the normal  |
|              |             | 3.Other     | million    | course of   |
|              | -           | Income      | baht       | business    |
|              | Mr.Apichart |             |            | and same    |
|              |             |             | Balance    | practice    |
|              | Lee-        |             | 83.44      | with the    |
|              | issaranukul |             | million    | outsider.   |
|              |             |             | baht       |             |
|              | - Mr.Koichi |             |            | In the      |
|              | Nagano      |             | Amount     | normal      |
|              |             |             | 0.64       | course of   |
|              | 3. Thai     |             | million    | business    |
|              | Stanley     |             | baht       | and same    |
|              | holding 10% |             |            | practice in |
|              |             |             |            | Stanley     |
|              |             |             |            | Group       |
+--------------+-------------+-------------+------------+-------------+
| 6. Sirivit   | 1.  1.Thai  | 1.          | Purchased  | S           |
| Stanley      |     Stanley | Purchasing  | amount     | pecifically |
| Co.Ltd.      |     holding | raw         | 238.36     | products    |
|              |     15%     | material    | million    |             |
|              |             |             | baht       | Pricing are |
|              | 2           | 2. Selling  |            | charged in  |
|              | .  2.Common | raw         | Balance    | the normal  |
|              |             | material    | 25.73      | course of   |
|              |    director |             | million    | business    |
|              |     3       |             | baht       | and same    |
|              |     persons |             |            | outsider.   |
|              |     as      |             | Sold       |             |
|              |             |             | amount     | Pricing are |
|              |     -   -   |             | 14.77      | charged in  |
|              | Mr.Apichart |             | million    | the normal  |
|              |             |             | baht       | course of   |
|              |             |             |            | business    |
|              |    -   Lee- |             | Balance    | and same    |
|              | issaranukul |             | 2.15       | outsider.   |
|              |             |             | million    |             |
|              |     -   -   |             | baht       |             |
|              |             |             |            |             |
|              |   Mr.Koichi |             |            |             |
|              |             |             |            |             |
|              |      Nagano |             |            |             |
|              |             |             |            |             |
|              |     -   -   |             |            |             |
|              |             |             |            |             |
|              |  Mr.Katsumi |             |            |             |
|              |             |             |            |             |
|              |      Sumiya |             |            |             |
+--------------+-------------+-------------+------------+-------------+
| 7. Sum       | 1. Thai     | Hire for    | Hire       | Pricing are |
| Hitech       | Stanley     | surface of  | amount     | charged in  |
| Co.,Ltd.     | holding     | injection   | 19.55      | the normal  |
|              | 16.35%      | plastic     | million    | course of   |
|              |             | part        | baht       | business    |
|              | 2. Common   |             |            | and same    |
|              | director 1  |             | Balance    | practice    |
|              | person as   |             | 1.66       | with the    |
|              |             |             | million    | outsider.   |
|              | - Mr.Koichi |             | baht       |             |
|              | Nagano      |             |            |             |
+--------------+-------------+-------------+------------+-------------+
| 8. Inoue     | 1.Thai      | 1.          | Purchased  | Pricing are |
| Rubber       | Stanley     | Purchasing  | amount     | charged in  |
| (Thailand)   | holding     | raw         | 24.21      | the normal  |
| Public       | 0.02%       | material    | million    | course of   |
| Company      |             |             | baht       | business    |
| Limited      | 2.Common    |             |            | and same    |
|              | director 4  |             | Balance    | practice    |
|              | person as   |             | 3.96       | with the    |
|              |             |             | million    | outsider.   |
|              | -           |             | baht       |             |
|              | Mr.Apichart |             |            |             |
|              |             |             |            |             |
|              | Lee-        |             |            |             |
|              | issaranukul |             |            |             |
|              |             |             |            |             |
|              | -           |             |            |             |
|              | Mr.Thanong  |             |            |             |
|              |             |             |            |             |
|              | Lee-        |             |            |             |
|              | issaranukul |             |            |             |
|              |             |             |            |             |
|              | -           |             |            |             |
|              | Mrs.Pimjai  |             |            |             |
|              |             |             |            |             |
|              | Lee-        |             |            |             |
|              | issaranukul |             |            |             |
|              |             |             |            |             |
|              | -           |             |            |             |
|              | M           |             |            |             |
|              | rs.Pornthip |             |            |             |
|              |             |             |            |             |
|              | Sethiwan    |             |            |             |
+--------------+-------------+-------------+------------+-------------+
| Name of      | Related     | Related     | T          | The         |
| Company      | ties        | transaction | ransaction | reasonable  |
|              |             | details     | Amount and | of          |
|              |             |             | Balance at | t           |
|              |             |             |            | ransactions |
|              |             |             | 31 March   |             |
|              |             |             | 2015       |             |
+--------------+-------------+-------------+------------+-------------+
| 9. The       | 1.The       | 1. Selling  | Sold       | Pricing are |
| Sittipol     | s           | goods,      | amount     | charged in  |
| 1919         | hareholders |             | 135.96     | the normal  |
| Co.,Ltd.     | holding     |             | million    | course of   |
|              | 3.34%       |             | baht       | business    |
|              |             |             |            | and same    |
|              | 2.Common    |             | Balance    | practice    |
|              | director 2  |             | 38.59      | with the    |
|              | persons     |             | million    | outsider.   |
|              |             |             | baht       |             |
|              | as          |             |            |             |
|              |             |             |            |             |
|              | -           |             |            |             |
|              | Mr.Thanong  |             |            |             |
|              |             |             |            |             |
|              | Lee-        |             |            |             |
|              | issaranukul |             |            |             |
|              |             |             |            |             |
|              | -           |             |            |             |
|              | M           |             |            |             |
|              | rs.Pornthip |             |            |             |
|              |             |             |            |             |
|              | Sethiwan    |             |            |             |
+--------------+-------------+-------------+------------+-------------+
| 10. Lumax    | 1.Thai      | 1.          | Purchased  | Pricing are |
| Industries   | Stanley     | Purchasing  | amount     | charged in  |
| Co.,Ltd.     | holding     | goods       | 2.10       | the normal  |
|              | 1.73%       |             | million    | course of   |
|              |             | 2. Selling  | baht       | business    |
|              | 2. Common   | goods       |            | and same    |
|              | major       |             | Balance -  | practice    |
|              | shareholder | 3.Other     | million    | with the    |
|              | as Stanley  | Income      | baht       | outsider.   |
|              | Electric    |             |            |             |
|              | Co.,Ltd.    |             | Sold       | Pricing are |
|              | Holding     |             | amount     | charged in  |
|              | 26.31 %     |             | 75.68      | the normal  |
|              |             |             | million    | course of   |
|              |             |             | baht       | business    |
|              |             |             |            | and same    |
|              |             |             | Balance    | practice    |
|              |             |             | 14.13      | with the    |
|              |             |             | million    | outsider    |
|              |             |             | baht       |             |
|              |             |             |            | In the      |
|              |             |             | Amount     | normal      |
|              |             |             | 2.63       | course of   |
|              |             |             | million    | business    |
|              |             |             | baht       | and same    |
|              |             |             |            | practice in |
|              |             |             |            | Stanley     |
|              |             |             |            | Group       |
+--------------+-------------+-------------+------------+-------------+
| 11. Siam     | 1. Common   | 1. Law      | Purchased  | Pricing are |
| City Law     | director 1  | service     | amount     | charged in  |
| Offices      | person as   |             | 0.42       | the normal  |
| Limited      |             |             | million    | course of   |
|              | -           |             | baht       | business    |
|              | Mr.Picharn  |             |            | and same    |
|              |             |             | Balance -  | practice    |
|              | S           |             | million    | with the    |
|              | ukparangsee |             | baht       | outsider.   |
+--------------+-------------+-------------+------------+-------------+

2.Transaction with the company whose Stanley Electric Co.,Ltd. Is the
major shareholders of Stanley Electric Holding Asia-Pacific PTE , LTD
(holding 100%) major shareholder of the company, the transaction are
purchasing and selling in raw material or goods that are specific
materials which are manufactured on a large scale at one source for cost
saving benefit. Pricing are charged in the normal course of business and
same practice with the outsiders, details as follows :

+-----------------------------+----------------------+-----------------+
| Company Name                | Transaction Amount   | Balance as at   |
|                             | in 2014              | 31 March 2015   |
+-----------------------------+----------------------+-----------------+
| 1.  Guangzhou Stanley       | Purchased amount     | 39. million     |
|     Electric (China)        | 175.18 million baht  | baht            |
|                             |                      |                 |
|                             | Sold amount 2.42     | - million baht  |
|                             | million baht         |                 |
|                             |                      | - million baht  |
|                             | Other Income amount  |                 |
|                             | 0.04 million baht    |                 |
+-----------------------------+----------------------+-----------------+
| 2.  Stanley Electric (Asia  | Purchased amount     | 0.79 million    |
|     Pacific) (Taiwan)       | 5.55 million baht    | baht            |
|                             |                      |                 |
|                             | Sold amount 1.13     | 0.23 million    |
|                             | million baht         | baht            |
+-----------------------------+----------------------+-----------------+
| 3.  Shenzhen Stanley        | Purchased amount     | 3.85 million    |
|     Electric Co.,Ltd.       | 14.89 million baht   | baht            |
|                             |                      |                 |
|                             | Sold amount -        | - million baht  |
|                             | million baht         |                 |
+-----------------------------+----------------------+-----------------+
| 4.  Stanley Electric US     | Purchased amount     | 4.70 million    |
|     Inc. (U.S.A)            | 13.97 million baht   | baht            |
|                             |                      |                 |
|                             | Sold amount 5.76     | 2.98 million    |
|                             | million baht         | baht            |
|                             |                      |                 |
|                             | Other income 0.06    | - million baht  |
|                             | million baht         |                 |
+-----------------------------+----------------------+-----------------+
| 5.  Tianjin Stanley         | Purchased amount     | 28. million     |
|     Electric Co.,Ltd.       | 1.28 million baht    |     baht        |
|                             |                      |                 |
|   (China)                   | Sold amount 0.10     |   0.03 million  |
|                             | million baht         |   baht          |
+-----------------------------+----------------------+-----------------+
| 6.  II Stanley Co.,Inc      | Purchased amount -   | - million baht  |
|     (America)               | million baht         |                 |
|                             |                      | - million baht  |
|                             | Sold amount 0.02     |                 |
|                             | million baht         |                 |
+-----------------------------+----------------------+-----------------+
| 7.  Shanghai Stanley        | Purchased amount     | 0.71 million    |
|     Electric                | 5.44 million baht    | baht            |
|                             |                      |                 |
|                             | Sold amount -        | - million baht  |
|                             | million baht         |                 |
+-----------------------------+----------------------+-----------------+
| 8.  Stanley Electric        | Purchased amount     | - million baht  |
|     Hungary                 | 6.93 million baht    |                 |
|                             |                      | - million baht  |
|                             | Sold amount 0.03     |                 |
|                             | million baht         |                 |
+-----------------------------+----------------------+-----------------+
| 9.  Stanley Electric Do     | Purchased amount     | - million baht  |
|     Brazil LTDA             | 1.31 million baht    |                 |
|                             |                      | 61.35 million   |
|                             | Sold amount 110.98   | baht            |
|                             | million baht         |                 |
+-----------------------------+----------------------+-----------------+
| 10. Stanley Iwaki Works     | Purchased amount -   | - million baht  |
|     Ltd.                    | million baht         |                 |
|                             |                      | - million baht  |
|                             | Sold amount 0.75     |                 |
|                             | million baht         |                 |
+-----------------------------+----------------------+-----------------+
| 11. Stanley Electric (Asia  | Purchased amount -   | - million baht  |
|     Pacific) HongKong       | million baht         |                 |
|                             |                      | - million baht  |
|                             | Sold amount 0.04     |                 |
|                             | million baht         |                 |
+-----------------------------+----------------------+-----------------+
| 12. Stanley Electric (UK)   | Purchased amount     | - million baht  |
|     Co.,Ltd.                | 0.01 million baht    |                 |
|                             |                      | - million baht  |
|                             | Sold amount 0.02     |                 |
|                             | million baht         |                 |
+-----------------------------+----------------------+-----------------+
| 13. Chongqing Hua Yu        | Purchased amount -   | - million baht  |
|     Stanley                 | million baht         |                 |
|                             |                      | - million baht  |
|                             | Sold amount 0.16     |                 |
|                             | million baht         |                 |
+-----------------------------+----------------------+-----------------+

The approval for the related transactions

In Year 2014 , the related transactions was the normal course of
business and same practice with the outsider , such as price comparison
, selling price is determined based on manufacturing cost plus a certain
margin. The related transaction controlling by the management director.

Policy or Trend towards Potential the related transaction

The related transaction to be continued, because of the raw material or
goods are specifically and used only in Stanley Group. The selling price
is determined based on manufacturing cost plus a certain margin that the
normal course of business. Whatever these transaction are belong to The
Purchasing and Selling products and assets policy , that announcement
since year 2004 and for others transaction will consideration belong to
The rule of The Stock Exchange of Thailand.

The related transaction Report from Audit Committee

The Audit Committee considered the related transaction in year 2014,
that have transaction may cause conflict of interest, that transaction
with related parties company and normal course of business.