EARTH : Annual Report 2013 by suphattra meesawas

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Driving the Earth’s Future Energy Earth

ºÄºÀ¿ Becoming a coal industrial leader in Thailand and Asia with full supply-chain management and supportive modern technologies, maintaining an international level of service, environmental care, and stepping forward to the world class market.

Messege from the Chairman Messege from the Managing Director Board of Directors and Management Team Financial Highlights Awards of Success Policy and Business Overview The Operations of Each Product Line Risk Factors General and Other Important Information Securities and Shareholder Information Management Organization Corporate Governance Corporate Social Responsibilities : CSR Internal Control and Risk Management Connected Transactions Financial Statements and Overall Outlook Management’s Discussion and Analysis (MD&A) Report of the Audit Committee Independen Auditor's Report Statment of Financial Position ǰǰǰǰ/PUFTǰUPǰųOBODJBMǰTUBUFNFOUTǰ 1

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Phisudhi Phihakendr Chairman

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uÀ²Ãµ À· wºÃ¶´ÅÀÃÄ ²¿µ ²¿²¸¶¾¶¿Å ¶²¾ Parada Bunnag Phisudhi Phihakendr 7JDFǰ$IBJSNBO Chairman "HFǰ "HFǰǰ ǰ 6OEFSHSBEVBUFǰ%FHSFFǰǰǰǰǰǰǰǰǰǰ 6OEFSHSBEVBUFǰ%FHSFFǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ Management #VTJOFTTǰ.BOBHFNFOUǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ ǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ University of Memphis 8FTUFSOǰ.JDIJHBOǰ6OJWFSTJUZ Current Position of Director / Management in Other Companies Current Position of Director / Management in Other Companies Ļǰǰ ı1SFTFOUǰıǰ'MZǰ%JHJUBMǰ.FEJBǰ$P ǰ-UE Ļǰǰ 1SFTFOUǰıǰ#SPUIFSǰ"VUPǰ1BSUTǰ ǰ&OHJOFFSJOHǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ'MZǰ&OUFSUBJONFOUǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ1MPFOKJUǰ.FEJBǰ$P ǰ-UE Ļǰǰ 1SFTFOUǰıǰ% ǰ#VOOBHǰ$ISPNJBNǰ1MBUJOHǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ&BSUIǰ1PXFSǰ1MBOUTǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ15ǰ53*ǰ56/(("-ǰ1*53*"5*ǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ85&$ǰ$P ǰ-UE ǰ$VSSFOUMZǰOBNFEǰBTǰǰǰǰǰǰǰǰǰǰǰǰǰǰWork Experience ǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ1BSUOFS-JOLǰ/FUXPSLǰ$P ǰ-UE Ļǰǰ ǰıǰ"MNPOEǰ*OD Ļǰǰ ı1SFTFOUǰıǰ&OFSHZǰ1FSGFDUǰǰ$P ǰ-UE Ļǰǰ ǰıǰ4(7ǰ/Bǰ5BMBOH ǰ-VDLZǰ(PMEǰ4UBSǰ Ļǰǰ ı1SFTFOUǰıǰ&OFSHZǰ.JOJOHǰǰ$P ǰ-UE ǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰBOEǰ4FBHBUFǰ5FDIOPMPHZ Ļǰǰ ı1SFTFOUǰıǰ4OBDLǰ4IBDLǰǰ$P ǰ-UE Work Experience Ļǰǰ ǰıǰ.BSLFUJOHǰ.BOBHFS ǰ .ǰ5IBJMBOE Ļǰǰ ǰıǰ.BOBHFS ǰ-FWJĴTǰ5IBJMBOE Ļǰǰ ǰıǰ&YFDVUJWFǰ7JDFǰ$IBJSNBOǰBOEǰ1SFTJEFOU ǰ ǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ3PCJOTPOǰ%FQBSUNFOUǰ4UPSFǰ Ļǰǰ ǰıǰ$IJFGǰ*OGPSNBUJPOǰ0GųDFS ǰ$FOUSBMǰ3FUBJMǰ$PSQ ǰ Ļǰǰ ǰıǰ&YFDVUJWFǰ%JSFDUPS ǰ5IBJǰ.BSUǰ3FUBJMǰ$PNQBOZ %JSFDUPSTǰBOEǰ&YFDVUJWFǰ%JSFDUPSTǰ$FSUJųDBUJPO

Somkiat Sukdheva Chairman of the Audit Committee

Sloan School M.I.T., USA ǰǰ4FOJPSǰ&YFDVUJWFǰ1SPHSBNǰ 4&1 ǰ Thai Institute of Directors "HFǰǰ ǰ ǰǰ%JSFDUPST$PNQFOTBUJPOǰ4VSWFZǰ 6OEFSHSBEVBUFǰ%FHSFFǰJOǰ&DPOPNJDTǰǰǰǰ ǰǰ3PMFǰPGǰ.PEFSOǰ%JSFDUPSTǰXJUIǰ7BMVF "EEFEǰBOEǰTVTUBJOBCMFǰ Thammasat University organizations .BTUFSǰ%FHSFFǰJOǰ.BOBHFNFOUǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ - Financial Statement and Corrupton in Capital Market Sasin of Chulalongkorn University ǰǰ$FSUJųDBUFǰPGǰ"EWBODFǰ"VEJUǰ$PNNJUUFFǰ1SPHSBNǰ ""$1 ǰǰ Current Position of Director / Management in Other Companies ǰǰǰ(FOFSBUJPOǰ ǰǰ$FSUJųDBUFǰPGǰ.POJUPSJOHǰUIFǰ4ZTUFNǰPGǰ*OUFSOBMǰ$POUSPMǰBOEǰǰ Ļǰǰ 1SFTFOUǰıǰ,037"$ǰ 5)"*-"/% ǰ$0 -5% ǰ ǰǰǰ3JTLǰ.BOBHFNFOUǰ .*3 ǰ(FOFSBUJPOǰ Ļǰǰ 1SFTFOUǰı5IBOBDIBSUǰ$BQJUBMǰ1VCMJDǰ$PNQBOZǰ-JNJUFE ǰǰ$FSUJųDBUFǰPGǰ3PMFǰPGǰUIFǰ/PNJOBUJPOǰBOEǰ(PWFSOBODFǰ ǰǰǰ$PNNJUUUFFǰ 3/( ǰ(FOFSBUJPOǰ Working Experience ǰǰ$FSUJųDBUFǰPGǰ'JOBODJBMǰ*OTUJUVUJPOTǰ(PWFSOBODFǰ1SPHSBNǰ '(1 ǰ Ļǰǰ ǰıǰ"TTJTUBOUǰ.BOBHJOHǰ%JSFDUPS ǰǰǰǰǰǰǰǰǰ ǰǰǰ(FOFSBUJPOǰ ǰǰ$FSUJųDBUFǰPGǰ.POJUPSJOHǰ'SBVEǰ3JTLǰ.BOBHFNFOUǰ .'. ǰ ǰǰǰǰ,BTJLPSO#BOLǰ1VCMJDǰ$PNQBOZǰ-JNJUFE ǰǰǰ(FOFSBUJPOǰ Ļǰǰ ǰıǰ$IBJSNBOǰPGǰUIFǰ"VEJUǰ$PNNJUUFF ǰ ǰǰ$FSUJųDBUFǰPGǰ.POJUPSJOHǰUIFǰJOUFSOBMǰ"VEJUǰ'VODUJPOǰ .*" ǰ ǰǰǰ4JBNǰ$JUZǰ#BOLǰ1VCMJDǰ$PNQBOZǰ-JNJUFEǰ ǰǰǰ(FOFSBUJPOǰ ǰǰ$FSUJųDBUFǰPGǰ3PMFǰPGǰUIFǰ$IBJSNBOǰ1SPHSBNǰ 3$1 ǰ(FOFSBUJPOǰ ǰǰǰ ǰǰ$FSUJųDBUFǰPGǰ3PMFǰPGǰUIFǰ$PNQFOTBUJPOǰ$PNNJUUFFǰ 3$$ ǰ ǰǰǰ(FOFSBUJPOǰ - $FSUJųDBUFǰPGǰ"VEJUǰ$PNNJUUFFǰ1SPHSBNǰ "$1 ǰ(FOFSBUJPOǰ ǰǰ$FSUJųDBUFǰPGǰ%JSFDUPSǰ$FSUJųDBUJPOǰ1SPHSBNǰ %$1 ǰ(FOFSBUJPOǰǰǰǰ ǰǰǰ Capital Market Academy, the Stock Exchange of Thailand ǰǰ$FSUJųDBUFǰPGǰ"EWBODFǰ.BOBHFNFOUǰ$PVSTFǰ(FOFSBUJPOǰ

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uÀ²Ãµ À· wºÃ¶´ÅÀÃÄ ²¿µ ²¿²¸¶¾¶¿Å ¶²¾ Khajohnpong Khamdee %JSFDUPS "HFǰ ǰ 6OEFSHSBEVUFǰ%FHSFFǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ Accounting 3BKBCIBUǰ3BKBOBHBSJOESBǰ6OJWFSTJUZ

Phiroon Phihakendr %JSFDUPS

"HFǰ ǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ 6OEFSHSBEVBUFǰ%FHSFFǰJOǰ$PNQVUFSǰ4DJFODFǰǰǰǰǰǰǰǰǰǰ /FXǰ:PSLǰ6OJWFSTJUZǰ .BTUFSǰ%FHSFFǰJOǰ$PNQVUFSǰ4DJFODFǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ /FXǰ:PSLǰ6OJWFSTJUZǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ

Current Position of Director / Management in Other Companies Ļǰǰ ı1SFTFOUǰıǰ'MZǰ%JHJUBMǰ.FEJBǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ'MZǰ&OUFSUBJONFOUǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ1MPFOKJUǰ.FEJBǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ&BSUIǰ1PXFSǰ1MBOUTǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ15ǰ53*ǰ56/(("-ǰ1*53*"5*ǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ85&$ǰ$P ǰ-UE ǰ$VSSFOUMZǰOBNFEǰBTǰǰǰǰǰǰǰǰǰǰǰǰǰǰ ǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ1BSUOFS-JOLǰ/FUXPSLǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ&OFSHZǰ1FSGFDUǰǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ&OFSHZǰ.JOJOHǰǰ$P ǰ-UE

Current Position of Director / Management in Other Companies Ļǰǰ ı1SFTFOUǰıǰ'MZǰ%JHJUBMǰ.FEJBǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ'MZǰ&OUFSUBJONFOUǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ1MPFOKJUǰ.FEJBǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ&BSUIǰ1PXFSǰ1MBOUTǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ..ǰ"MMJBODFǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ&OFSHZǰ1FSGFDUǰǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ&OFSHZǰ.JOJOHǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ#BOHLPLǰ#FFSǰBOEǰ#FWFSBHFǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ85&$ǰ$P ǰ-UE ǰ$VSSFOUMZǰOBNFEǰBTǰǰǰǰǰǰǰǰǰǰǰǰǰǰ ǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ1BSUOFS-JOLǰ/FUXPSLǰ$P ǰ-UE

Working Experience Ļǰǰ ǰıǰ$IJFGǰ"DDPVOUBOU ǰ)POHǰ"VFǰǰ$P ǰ-UE ǰ Ļǰǰ ǰıǰ"TTJTUBOUǰ.BOBHJOHǰ%JSFDUPS ǰ ǰǰǰ#SPUIFSǰ"VUPǰ1BSUTǰ ǰ&OHJOFFSJOHǰ$P ǰ-UE ǰ Ļǰǰ ǰıǰ7JDFǰ1SFTJEFOU ǰ5IBJǰ.BSUǰ4UPSFǰ$P ǰ-UE Ļǰǰ ǰıǰ%JSFDUPSǰPGǰ'JOBODJBMǰBOEǰ"DDPVOUJOH ǰ ǰǰǰ5IBJMBOEǰ"OUISBDJUFǰ$P ǰ-UE

Working Experience Ļǰǰ ǰıǰ8FCǰ%FWFMPQFS ǰ ǰǰǰ.PSHBOǰ4UBOMFZǰ%FBOǰ8JUUFS ǰ/FXǰ:PSL ǰ64"ǰ Ļǰǰ ǰıǰ#VTJOFTTǰ5FDIOPMPHZǰ.BOBHFS ǰ ǰǰǰ5JNFǰ*OD ǰ/FXǰ:PSL ǰ64"ǰ Ļǰǰ ǰıǰ(FOFSBMǰ.BOBHFSǰPGǰ*5ǰ%FWFMPQNFOU ǰ ǰǰǰ8JO4UPSFǰ$P ǰ-UE

Phipat Phihakendr %JSFDUPS

Phiboon Phihakendr %JSFDUPS

"HFǰ 6OEFSHSBEVBUFǰ%FHSFFǰJOǰ.VTJDǰ*OEVTUSZǰǰ University of Southern California .BTUFSǰ%FHSFFǰJOǰ.BOBHFNFOU University of Southern California

Age 30 6OEFSHSBUFǰ%FHSFFǰJOǰ.VTJDǰ$PNQPTJUJPOǰ California Institute of the Arts .BTUFSǰ%FHSFFǰJOǰ-JOHVJTUJDTǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ Fudan University, China

Current Position of Director / Management in Other Companies Current Position of Director / Management in Other Companies Ļǰǰ ı1SFTFOUǰıǰ'MZǰ%JHJUBMǰ.FEJBǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ'MZǰ%JHJUBMǰ.FEJBǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ'MZǰ&OUFSUBJONFOUǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ'MZǰ&OUFSUBJONFOUǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ1MPFOKJUǰ.FEJBǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ1MPFOKJUǰ.FEJBǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ&BSUIǰ1PXFSǰ1MBOUTǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ&BSUIǰ1PXFSǰ1MBOUTǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ85&$ǰ$P ǰ-UE ǰ$VSSFOUMZǰOBNFEǰBTǰǰǰǰǰǰǰǰǰǰǰǰǰǰ Ļǰǰ ı1SFTFOUǰıǰ15ǰ53*ǰ56/(("-ǰ1*53*"5*ǰ$P ǰ-UE ǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ1BSUOFS-JOLǰ/FUXPSLǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ&OFSHZǰ1FSGFDUǰǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ&OFSHZǰ1FSGFDUǰǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ&OFSHZǰ.JOJOHǰǰ$P ǰ-UE Ļǰǰ ı1SFTFOUǰıǰ85&$ǰ$P ǰ-UE ǰ$VSSFOUMZǰOBNFEǰBTǰǰǰǰǰǰǰǰǰǰǰǰǰǰ ǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ1BSUOFS-JOLǰ/FUXPSLǰ$P ǰ-UE Working Experience Working Experience Ļǰǰ ǰıǰ(FOFSBMǰ.BOBHFSǰPGǰ#VTJOFTTǰ%FWFMPQNFOU ǰ Ļǰǰ ǰıǰ.BSLFUJOHǰ.BOBHFS ǰ85&$ǰ$P ǰ-UE ǰ ǰǰǰ&OFSHZǰ1FSGFDUǰ$P ǰ-UE Ļǰǰ ǰıǰ#SBOEǰ.BOBHFS ǰ ǰǰǰ%JBHFPǰ.PFUǰ)FOOFTTZǰ 5IBJMBOE ǰ$P ǰ-UE ǰ Ļǰǰ ǰıǰ.BSLFUǰ%FWFMPQNFOUǰ.BOBHFS ǰ ǰǰǰ$PDB $PMBǰ 5IBJMBOE ǰ-UE ǰ

&OFSHZÇ°&BSUIÇ°"OOVBMÇ°3FQPSUÇ°

uĂ&#x20AC;Â˛Ă&#x192;Âľ Ă&#x20AC;Âˇ wÂşĂ&#x192;ÂśÂ´Ă&#x2026;Ă&#x20AC;Ă&#x192;Ă&#x201E; Â˛ÂżÂľ Â&#x20AC;Â˛ÂżÂ˛Â¸ÂśÂžÂśÂżĂ&#x2026; Â&#x2021;ÂśÂ˛Âž Thanawat Pratoomsuwan %JSFDUPS

Kanchana Chakvichitsopon %JSFDUPS "HFÇ° 6OEFSHSBEVBUFÇ°%FHSFFÇ°Ç° &DPOPNJDTÇ°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç° Chiangmai University

"HFÇ° 6OEFSHSBEVBUFÇ°%FHSFFÇ°JOÇ°#VTJOFTTÇ° Management University of the Thai $IBNCFSÇ°PGÇ°$PNNFSDFÇ°Ç° .BTUFSÇ°%FHSFFÇ°JOÇ°1VCMJDÇ°"ENJOJTUSBUJPO /BUJPOBMÇ°*OTUJUVUFÇ°PGÇ°%FWFMPQNFOUÇ° Administration

Current Position of Director / Management in Other Companies ÄťÇ°Ç° Äą1SFTFOUÇ°ÄąÇ°&OFSHZÇ°1FSGFDUÇ°$P Ç°-UE

Current Position of Director / Management in Other Companies ÄťÇ°Ç°ÄťÇ°Ç° Äą1SFTFOUÇ°ÄąÇ°&OFSHZÇ°1FSGFDUÇ°$P Ç°-UE

Working Experience ÄťÇ°Ç° Ç°ÄąÇ°(FOFSBMÇ°.BOBHFS $BTIÇ°.BOBHFNFOU Ç° Ç°Ç°Ç°3PCJOTPOÇ°%FQBSUNFOUÇ°4UPSFÇ°5IBJMBOEÇ° ÄťÇ°Ç° Ç°ÄąÇ°"TTJTUBOUÇ°.BOBHJOHÇ°%JSFDUPS Ç° Ç°Ç°Ç°8JO4UPSFÇ°$P Ç°-UE

Working Experience ÄťÇ°Ç° Ç°ÄąÇ°5FBNÇ°.BOBHFS $SFEJUÇ°$VTUPNFS Ç° Ç°Ç°Ç°,BTJLPSO#BOLÇ°1$-

Nugoon Sri-in %JSFDUPS "HFÇ° Ç° 6OEFSHSBEVBUFÇ°%FHSFFÇ° .FDIBOJDBMÇ°&OHJOFFSJOHÇ°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç° Saint Louis University, Philippines

Suriyaporn Bunchai *OEFQFOEFOUÇ°%JSFDUPSÇ° Ç°"VEJUÇ°$PNNJUUFF

"HFÇ° 6OEFSHSBEVBUFÇ°%FHSFFÇ° #VTJOFTTÇ°.BOBHFNFOUÇ°"DDPVOUJOHÇ°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç°Ç° Ramkhamhaeng University

Current Position of Director / Management in Other Companies ÄťÇ°Ç° ÄąÇ°1SFTFOU - 15Ç°53*Ç°56/(("-Ç°1*53*"5*Ç°$P Ç°-UE Ç°

Current Position of Director / Management in Other Companies ÄťÇ°Ç° 1SFTFOUÇ°ÄąÇ°#VODIBJÇ°/FUÇ°BOEÇ°$PN

Working Experience ÄťÇ°Ç° Ç° Ç°.BJOUFOBODFÇ°.BOBHFS Ç°5IBJÇ°SBZPOÇ°$P Ç°-UE Ç° ÄťÇ°Ç° - Ç° Ç°.BJOUFOBODFÇ°.BOBHFS Ç°11(Ç°4JBNÇ°4JMJDBÇ°$P Ç°-UE Ç° ÄťÇ°Ç° Ç° Ç°.BJOUFOBODFÇ°.BOBHFS Ç°"EWBODFÇ°"HSPÇ°1-$ ÄťÇ°Ç° - Ç°Ç° Ç°#PBSEÇ°PGÇ°%JSFDUPS Ç° Ç°Ç°Ç°#BOHQBLPOHÇ°5SBOTQPSUÇ°$P Ç°-UE ÄťÇ°Ç° -2000Ç° Ç°#PBSEÇ°PGÇ°%JSFDUPS Ç° Ç°Ç°Ç°-FBSEOBQIBÇ°5SBOTQPSUÇ°$P Ç°-UE ÄťÇ°Ç° -2002 Ç°$IJFGÇ°&YFDVUJWFÇ°0GĹłDFS Ç°*OUFSMJOLÇ°-PHJTUJDÇ° Ç°Ç°Ç°BOEÇ°%JTUSJCVUJPOÇ°$P Ç°-UE

Working Experience ÄťÇ°Ç° ÄąÇ°"DDPVOUBOU Ç°5IBJÇ°%BWJEÇ°$P Ç°-UE ÄťÇ°Ç° Ç°ÄąÇ°'JOBODJBMÇ°BOEÇ°"DDPVOUJOHÇ°.BOBHFS Ç° Ç°Ç°Ç°*OUFMMJHFOUÇ°4ZTUFNTÇ°.BOBHFNFOUÇ°$P Ç°-UE

&OFSHZǰ&BSUIǰ"OOVBMǰ3FQPSUǰ

uÀ²Ãµ À· wºÃ¶´ÅÀÃÄ ²¿µ ²¿²¸¶¾¶¿Å ¶²¾ Thongchai Watanasoponwong

Eknarin Thammaraks

*OEFQFOEFOUǰ%JSFDUPSǰ ǰ"VEJUǰ$PNNJUUFF "HFǰ ǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ 6OEFSHSBEVBUFǰ%FHSFFǰǰJOǰǰ&MFDUSJDBMǰ &OHJOFFSJOHǰıǰSIIT, Thammasat University .BTUFSǰ%FHSFFǰJOǰ$PNQVUFSǰ4DJFODFǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ 5IFǰ(FPSHFǰ8BTIJOHUPOǰ6OJWFSTJUZǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ

*OEFQFOEFOUǰ%JSFDUPSǰ ǰ"VEJUǰ$PNNJUUFF-

"HFǰ 6OEFSHSBEVBUFǰ%FHSFFǰ Professional Tennis Management Ferris State University

Current Position of Director / Management in Other Companies Ļǰǰ 1SFTFOUǰıǰ$IVNQPOǰ*DFǰ$P ǰ-UE

Current Position of Director / Management in Other Companies Ļǰǰ 1SFTFOUǰıǰ*OUFSOBUJPOBMǰ5SBWFMǰ$POTVMUBOUTǰ$P ǰ-UE Ļǰǰ 1SFTFOUǰıǰ5IFǰ-FHFOEǰ3FTPSUǰ ǰ4QBǰ$P ǰ-UE Ļǰǰ ǰ1SFTFOUǰıǰ)NPOHǰ)JMMUSJCFǰ-PEHFǰ$P ǰ-UE Ļǰǰ 1SFTFOUǰıǰ-BNQBOHǰ3JWFSǰ-PEHFǰ)PUFMǰ$P ǰ-UE Ļǰǰ 1SFTFOUǰıǰ#FDDPųOPǰ5SBUUPSJBǰ$IJBOHNBJ Ļǰǰ 1SFTFOUǰıǰ.JOJBUVSFǰ(BMMFSZǰ1BSUOFSTIJQǰ-JNJUFE Ļǰǰ 1SFTFOUǰıǰ.JDFNBOǰ$P ǰ-UE

Working Experience Ļǰǰ ıǰ4ZTUFNǰ&OHJOFFS ǰ ǰǰǰ)PQ0OFǰ*OUFSOFUǰ$PSQPSBUJPO Ļǰǰ ǰıǰQ4FSJFTǰ4BMFTǰ4QFDJBMJTU ǰ ǰǰǰ*#.ǰ5IBJMBOEǰ$PNQBOZǰ-JNJUFE Ļǰǰ ǰıǰF4FSWFSǰ.BOBHFS ǰ ǰǰǰ*#.ǰ5IBJMBOEǰ$PNQBOZǰ-JNJUFE Ļǰǰ ǰıǰ$PVOUSZǰ#SBOEǰ.BOBHFS ǰ ǰǰǰ*#.ǰ5IBJMBOEǰ$PNQBOZǰ-JNJUFE

Working Experience Ļǰǰ ǰıǰ"DDPVOUǰ.BOBHFS ǰ##%0ǰ#BOHLPL Ļǰǰ ǰıǰ%FQVUZǰ.BOBHFS ǰ%JFUIFMNǰ5SBWFM

ǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰǰ Paiboon Assawasiriwong "TTJTUBOUǰ.BOBHJOHǰ%JSFDUPS

"HFǰ ǰ 6OEFSHSBEVBUFǰ%FHSFFǰJOǰ#VTJOFTTǰ AdministrationǰıǰThammasat University .BTUFSǰ%FHSFFǰJOǰ#VTJOFTTǰ"ENJOJTUSBUJPOǰ Assumption University

Current Position of Director / Management in Other Companies Ļǰǰ/POFǰǰǰǰǰ Working Experience Ļǰǰ ı ǰıǰ"SFBǰ4BMFTǰ.BOBHFS ǰǰǰ ǰǰǰ5SJǰ1FUDIǰ*TV[Vǰ4BMFTǰ$P ǰ-UE Ļǰǰ ı ǰıǰ(FOFSBMǰ.BOBHFS ǰ8JO4UPSFǰ$P ǰ-UE Ļǰǰ ı ǰıǰ.BOBHJOHǰ%JSFDUPS ǰ7FOUVSFǰ1MVTǰ$P ǰ-UE Ļǰǰ ı ǰǰ-FDUVSFS ǰ#VSBQIBǰ6OJWFSTJUZ Ļǰǰ ǰıǰ"TTJTUBOUǰ.BOBHJOHǰ%JSFDUPSǰ ǰǰǰ&OFSHZǰ1FSGFDUǰ$P ǰ-UE

Energy Earth Annual Report 2013

Financial High hlights Year 2011

(Unit : Million Bath) Year 2012 Year 201

Performance Revenue from Sales

4,685.12

10,451.91

13,509.71

Total Revenue

4,709.28

10,474.21

13,522.15

Gross Profit from Sales

786.45

2,162.81

2,227.17

Net Profit (Loss)

360.65

1,324.40

1,110.60

Financial Ratios Gross Profit Margin

(%)

16.79

20.69

16.49

Net Profit Margin

(%)

19.52

12.64

8.21

Return on Average Equity

(%)

97.03

60.04

30.91

Return on Average Assets

(%)

33.70

20.49

9.94

Total Assets

4,121.68

8,808.29

13,536.60

Total Liabilities

2,566.67

5,951.42

9,206.49

Shareholdersâ&#x20AC;&#x2122; Equity

1,555.01

2,856.87

4,330.11

Energy Earth Annual Report 2013

Awards of Success

Mr. Khajohnpong Kamdee, Managing Director of Energy Earth Public Company Limited (EARTH) has been awarded â&#x20AC;&#x153;The Best Company in mai of the year 2013â&#x20AC;? from General Surayud Chulanont in the event called Money and Banking Awards 2013 arranged by Finance and Banking Magazine.

Energy Earth Annual Report 2013

Policy and Busi iness Overview 1. Policy and Business Overview Vision To be an entrepreneur distributing coal in Thailand and ASEAN completely from upstream to downstream with the new technology, the environmental care and the international standard services by continuously heading to the world market relentlessly. Business Goal From the year 2011, the group has bought the coal mine in Indonesia which has the reserve of 7.4 million tons. In 2012, the company got the mission “5 Years 5 Mines 5 Markets” aiming that within 5 years the company will have at least 5 mines which one of each has the reserve about 30-40 miliion tons. In 2012, for our first mine, The group signed the Joint Operating Agreement with Eaststar Company Limited to do the coal mining in Myanmar with the expected reserve of 40 million tons. Then, in 2013, for our second mine, The group bought the rights to do coal mining as an exclusive coal offtake from PT JHOSWA MAHAKAM MINERAL. This made The group acquiring the reserve of 43.0 million tons, worth at 3,820.65 million baht. This mine is an open pit mine type, located at Kenoban, Desa Teluk Bingkai, Kecamatan Kenoban, Kabupaten, Kutai KArtanegara, Provinsi East Kalimantan with the area of 25,106 rai (around 10,040 Acre). Then, in 2014, for our third mine, The group is waiting for the coal assessment report (JORC) from the independent evaluator in order to use to calculate the exact amount of shares to be swapped with PT. Hary Niaga (“HARY”) to propose for an approval from the shareholders’ meeting. Moreover, it is expected that The group will have 5 mines within 5 years as the mission. Also, The group have another business goal to expand the retail coal business which is successful in Thailand to other countries such as China, India, Cambodia, and Phillipines, totally 5 countries, in order to provide the stability to The group and bring the confidence to customers of the good quality of the coal and the sufficient coal supply to be delivered as committed in the contract.

Energy Earth Annual Report 2013

The group concerns the importance of product delivery to customers by selecting the high standard transportation company and aims to build a good relationship with the transportation companies for the customers getting the product on time and in good condition. The group concerns its customers by setting a goal of servicing a variety of customers in various industry and many customers to reduce the risks of being rely on major customers. The group emphasizes on its product by setting a goal to expand the business with the collaboration with the customers to expand vertically; for example, power plants group or coal users. 2. History of Energy Earth Company Public Limited Energy Earth Public Company Limited, formerly named Advance Paint and Chemical (Thailand) Public Company Limited which was registered in 1992 with the registered capital of 50 million baht and was listed in the Stock Exchange of Thailand in 1996. The company produced and distributed the paints, industrial paints and paint related products under the trade mark “Seven Stars”, “New Confident”,and “Climate Guard”. Currently, the company has sold all the fixed assets including land, building, factory, and , machines related to the paints business to be able to pay the creditors, has stopped the paints production and distribution, and has changed to be a coal producer and a coal distributor to the customers who needs to use the coal in their production. The company was owned at 99.99% shareholding by Energy Perfect Company Limited, an importer of coal from Indonesia. The registered capital is at 3,027,615,570 shares and paid up capital at 2,956,550,376 shares at the amount of 2,956,550,376.00 Baht. The head office is at 889 Thai CC Tower, 12th Floor, 125-128, South Sathorn, Yannawa, Sathorn, Bangkok

Energy Earth Annual Report 2013

History and importance development of the company can be briefly stated as follows: Year 1992

- Estabilshment of Advance Paint and Chemical (Thailand) Company Limited with the registered capital of 50 Million Baht

Year 1995

- The company was converted to the public company on April 28, 1995.

Year 1996

- The company was listed in the Stock Exchange of Thailand with the registered capital of 70 million Baht.

Year 2001

- On October 10, 2001, the company requested to do the business rehabilitation process to the bankruptcy court. - On November 5, 2001, The court ordered the petition for rehabilitation.

Year 2002

- On July 5, 2002, the rehabilitation plan was apprived by the bankruptcy court. The company decreased and increased its capital according to the rehabilitation plan, then the register capital and paid up capital at the amount of 1,674,800,250 Baht, at 167,480,025 shares at par value of 10 Baht.

Year 2004

- The company decreased the capital by reducing the value of the registered capital and paid up capital from par value of 10 Baht with 222,453,175 shares at the amount of 2,224,531,750 Baht to be par value of 1 Baht with 222,453,175 shares at the amount of 222,453,175 Baht. The decreased capital of 2,002,078,575 Baht was compensated with the share discount at 1,970,758,350 Baht and the rest at 31,320,225 Baht was compensated for the company’s retained loss.

Year 2005

- On November 14, 2005, the Stock Exchange of Thailand determined to suspend trading with the symbol “SP” for the company because the Stock Exchange determine to suspend trading to any registered company in the rehabco group at once the registered company has the shareholding less than 0 or the company’s performance shows net loss after revenue adjustment and expenses of normal business. It is the fact that the company’s performance as the financial statements at September 30, 2005 represented net loss. Then, the Stock Exchange determined to suspended trading or use the symbol “SP” until the company’s account was cancelled and move back to the normal

Energy Earth Annual Report 2013

trading. Year 2006

- On July 3, 2006, the Stock Exchange cancelled the rehabco group and delisted the company out of the board and move to the Non-Performing Group. (NPG)

Year 2010

- The company proceeded to remove the clauses of the Stock Exchange delisting by attempting to improve the business of production and distribution of paints which is the orginal business. But, it was not successful. The company therefore use the improvement methods of the financial status and business performance by acquiring the shares of Energy Perfect Company Limited (EPCL) and change the authority of the company. This is actually the back door listing, this caused the company to request the Stock Exchange to approve it to re-apply. - On December 2. 2010, the Extraordinary General Meeting of shareholders’ meeting has important resolutions described as follows: 1. It was approved to acquire the common shares of EPCL of 2,000,000 shares at the par value of 10 Baht by share swapping method. 2. There was the capital increase of 2,000,000,000 shares to be allocated to EPCL’s shareholders at the price of 0.10 Baht as the agreement to acquire the common shares of EPCL of 2,000,000 shares, by using a swap ratio of 1 share of EPCL to 100 new shares of the company. This made the company have registered capital and paid up capital of 2,222,712,675 shares at the par value of 1 Baht and the company has become the shareholder of EPCL with 99.99%. 3. It was approved to transfer all the fixed assets such as land, factory, building, machine, and equipment to pay one of the creditors of the company.

As of December 13, 2010, the company has complied with the resolutions of the shareholders' meeting completely. Then, the company’s structure has changed as follows:

Energy Earth Annual Report 2013

Structure (After December 8, 2010)

Before Restructuring

Company’s Existing Shareholders

EPCL’s Existing Sharedolders

ř0 Ř2% řŘŘ ŘŘ%

89 98%

Energy Earth Public Company Limited (EARTH)

Advance Paint and Chemical (Thailand) Company Limited (APC)

% Energy Perfect Public Company Limited (EPCL)

Year 2011

- On May 18, 2011, the Stock Exchange approved EARTH to be able to trade in the Market for Alternative Investment (MAI). - On September 2011, the Extraordinary General Meeting of Shareholders approved the capital increase as the registered capital from 2,222,712,675 Baht to be 3,027,615,570 Baht, which the increased capital of 804,902,895 Baht was increased by issuing the new common shares of 804,902,895 shares at the par value of 1 Baht per share, and approved to allocate the shares as follows: 1. 444,542,535 shares (Four hundred forty-four million five hundred forty-two thousand five hundred thirty-five shares) for the rights to exercise the warrants of the company. 2. 331,457,770 shares (Three hundred and thirty-one million four hundred fifty-seven thousand seven hundred seventy shares) for the private placement , which is the shareholders of PT TRI TUNGGAL PITRIATI 3. 28,902,590 shares (Twenty-eight million nine hundred ninety-two thousand five hundred shares) for the rights to exercise the warrants of the company, of which the adjustment of the rights to exercise the future warrants. As a result, the structure of the company as follows:

Energy Earth Annual Report 2013

November 2011 Existing shareholder of EARTH

Existing shareholder of TTPL

Energy Earth Public Company Limited (EARTH) % PT TRI TUNGGAL PITRIATI (TTPL)

Energy Perfect Company Limited (EPCL)

On October 17, 2011, the warrants to buy common shares (EARTH-W3) of 444,519,122 units was started to be traded in the Market for Alternative Investment (mai), which details are as follows: Exercise Price per 1 common share (Baht) 1.466 Exercise Ratio (warrant : share) 1 : 1.023 Date First Exercise : March 15, 2012 Date Last Exercise : March 15, 2016

Year 2012

- Energy Earth Public Company Limited signed the Joint Operating Agreement with Eaststar Company Limited to do the coal mining in Myanmar with the expected reserve of not less than 40 million tons and expected to start the production in 2013. - On December 21, 2013, the Board of Directorsâ&#x20AC;&#x2122; Meeting has the resolution to approve and to propose to the Extraordinary General Meeting of Shareholders No. 1/ 2013 on August 30, 2013 to consider as follows: x Approved to acquire all the common shares of PT. Hary Niaga (â&#x20AC;&#x153;HARYâ&#x20AC;?) which is the company, in Indonesia, having the concession typed Izin Usaha Pertambanhan Eksplorasi (â&#x20AC;&#x153;IUP Explorationâ&#x20AC;?) from the govern-

Energy Earth Annual Report 2013

Year 2013

ment, to be able to do coal mining in Indonesia, by share swapping. Approved to issue and allocate the warrants to buy common shares of the company (EARTH-W4) to the existing shareholders at the ratio of 3 common shares per 1 unit of warrant with no offering price. Also, 1 warrant can be exercised to buy 1 common share at the price of 8.13 Baht per share, not later than 2 years from the issuance date. Approved to increase the capital of the company from the registered captal of 3,027,615,570 Baht and the paid up capital of 2,605,495,683 Baht to be the registered capital of not more than 4,500,000,000 Baht by issuing the new common shares not more than 4,500,000,000 shares at the par value of 1 Baht for offering to the private placement in order for the company to be able to acquire the common shares of HARY by not paying in cash and for the rights to exercise the warrants of the company.

- In February, the company has been listed in the Frankfurt Stock Exchange/Frankfurter Wertpapierbörse (FWB®) as being listed in two markets (Secondary Listing) - On June 7, 2013, the Board of Directors’ Meeting No. 4/2013 has a resolution for the company to invest in the subsidiary named Earth Power Plants Company Limited (EPPL) with the purpose of the project investing in the power plants by having the registered capital of 10,000,000 Baht, divided into 10,000,000 shares with a par value of 1 Baht. The company has become the shareholder of Earth Power Plants Company Limited with 99.00%. On December 21, 2013, the Board of Directors’ Meeitng of the Energy Earth Public Company Limited No. 7/2013 has approved that PT. TRI TUNGGAL PITRIATI, which owned by the company 99.99%, buy the Exclusive Coal Offtake from PT. JHOSWA MAHAKAM MINERAL. This made the company getting the coal reserve of 43,000,000 tons at the value of USD 2.75 per ton, totally of USD 118,250,000 (or 3,820,657,500 Baht, at the 15 days average exchange rate before this meeting date, according to the Bank of Thailand’s announcement, equal to 32.31 THB/USD). The mine is open pit mine type and located at Kenoban,Desa Teluk Bingkai,Kecamatan Kenoban,Kabupaten Kutai Kartanegara,Provinsi East Kalimantan with the area of 25,106 rai.

Energy Earth Annual Report 2013

History of Energy Perfect Company Limited Energy Perfect Company Limited (EPCL) was registered on January 5, 2007 with the registered capital of 20 million Baht, as an importer, sizing, and distributing bituminous coal to both domestic and foreign coal users by direct importing from the coal mines in Indonesia. Currently, EPCL has a registered and paid up capital of 200 million Baht, having a factory to store, crush, and screen coal at Sriracha district, Chonburi province. EPCL provides size screening and also taking care of distribution for domestic customers for Energy Earth Public Company Limited, and sells coal to both domestic and foreign customers. History and the important development of EPCL can be summarized as follows: Year 2007

- Year 2007, On January 5, 2007, It was established to do the business of importing, distributing coal with the registered capital of 20 million Baht. - April 2007, it was the time to start the operations at the factory to do size screening at Sriracha district, Cholburi province.

Year 2008

- In September 2008, EPCL has increased the registered capital from 20 million Baht to 160 million Baht.

Year 2010

- On February 18, 2010, EPCL has increased the registered capital again to be 200 milion Baht. - On December 13, 2010, the shareholders of EPCL has sold 99.99% shares to Energy Earth Public Company Limited, formerly named Advance Paint and Chemical (Thailand) Company Limited by share swapping. This made EPCL become the subsidiary of EARTH with EARTHâ&#x20AC;&#x2122;s ownership of 99.99% and made the change of authority to control internally. This transaction can be the indirect registration with the Stock Exchange (Back Door Listing).

History of PT TRI TUNGGAL PITRIATI (TTP) PT TRI TUNGGAL PITRIATI was registered and located in Indonesia on December 17, 2007 under the name CV Tri Tunggal Mandiri (partnership). Then, itâ&#x20AC;&#x2122;s status was changed from the partnership to be the company on December 27, 2010 and was named as PT TRI TUNGGAL PITRIATI.

Energy Earth Annual Report 2013

Currently, PT TRI TUNGGAL PITRIATI has the registered and paid up capital of USD 1,000,000 (approximately 29.81 million Baht), owned by Energy Earth Public Company Limited 99.99%, owning the coal concession of 1 site with the reserve of 1.80 million tons and the rights to do coal mining in another 1 site with the reserve of 5.60 million tons, the total reserve of 7.40 million tons. Its office is located in Banjarmasin, Sount Kalimantan, Indonesia. On December 21, 2010, PT TRI TUNGGAL PITRIATI has owned the rights to do coal mining in another 1 site with the reserve of 43.0 million tons, which is open pit type, located at Kenoban,Desa Teluk Bingkai,Kecamatan Kenoban,Kabupaten Kutai Kartanegara,Provinsi East Kalimantan, with the area of 25,106 rai, totally 3 mines. History of Earth Power Plants Company Limited Earth Power Plants Company Limited was registered on July 24, 2013 with the registed capital of 10 million Baht, doing the business of producing and distributing the electricity, ashes, and all kinds of ash- related products. 3. Shareholding Structure of the company and its subsidiaries The group has operated the business of bituminous coal distribution to both domestic and foreign customers as a core business by having coal mines based in Indonesia. The coal in Indonesia from our mines was purchased by TTP which is 99.99% owned by the company. Also, the coal from other mines in Indonesia was purchased by TTP and EPCL which is 99.99% owned by the company. The coal is delivered to foreign via shipping directly from Indonesia, while some coal is delivered to the factory for size screening as per domestic customersâ&#x20AC;&#x2122; requests and needs. Domestic Coal Business The company imported coal from TTPâ&#x20AC;&#x2122;s mines and from other sources in Indonesia to distribute to domestic customers by direct sale and delivery to customers and by keeping as stock at the screening factory at Sriracha district, Chonburi province which has the area of 29 rai 33 sqaure wa and at the rented space at Nakornluang district, Ayudhaya province. Domestic coal using in 2013 mainly used in the industry of cement producer as 80% and other industries as 20%. It is expected that coal using, with the price per unit of heating value less than other fuel, will expand continuously in the future because the oil price has

Energy Earth Annual Report 2013

been increased continuously, resulted in the industrial customers using coal, due to the lower cost. Foreign Coal Business The company invested in coal mines in Indonesia by importing the coal from TTP’s mines in Indonesia and distributing to domestic customers and to customers in other countries, especially in China mainly to the Chinese government’s big power plants (End Users). Some coal was distributed via traders in foreign countries and India. The coal which the company produced to distribute is in good quality and reliable to both domestic and foreign customers. The overview of shareholding structure and business of the Group Energy Earth Public Company Limited Sourcing and distributing to both domestic and foreign customers

99.99%

Energy Perfect Company Limited x Size screening, Inventory management, and Delivery to domestic customers for EARTH x Sourcing and distributing to both domestic and foreign customers

99.99%

PT TRI TUNGGAL PITRIATI

Earth Power Plants Company Limited

Coal Ming, Exporting, and Distributing to EARTH and EPCL

Producing and Distributing electricity

The current business structure of the group can be explained that the group purchases coal from Indonesia by EARTH as a distributor of coal in both domestic and foreign countries. EPCL works as a service provider to do size screening as per each customer’s request and to deliver coal to domestic customers, selling coal to both domestic and foreign customers. TTP does coal mining and distributing to EARTH and EPCL.

Energy Earth Annual Report 2013

The Operations of Each The Revenue Structure of Coal Selling The Revenue Structure of Coal Selling in the past can be shown as follows: Type of Revenue

Operated % 2011 By ownership Million % of the Baht company 1.1 Revenue from Coal Selling Domestic EECL,EPCL 99.99 926.65 19.68% Foreign EECL,EPCL 99.99 3,758.47 79.80% 1.2 Other Revenue Other EECL,EPCL 99.99 24.27 0.52% Revenue

Total

2012 Million % Baht

2013 Million % Baht

1,867.79 8,584.12

17.83% 81.96%

3,624.13 9,885.58

26.80% 73.11%

22.30

0.21%

12.44

0.09%

4,709.39 100.00% 10,474.21 100.00% 13,522.15 100.00%

In 2011, the company’s revenue was from domestic coal selling of 926.65 million Baht, calculated as 19.68%. The revenue from foreign coal selling of 3,758.47 million Baht, calculated as 79.80%. Also, the other revenue of 24.27 million Baht, calculated as 0.52%. In 2012, the company’s revenue was from domestic coal selling of 1,867.79 million Baht, calculated as 17.83%. The revenue from foreign coal selling of 8,584.12 million Baht, calculated as 81.96%. Also, the other revenue of 22.30 million Baht, calculated as 0.21%. In 2013, the company’s revenue was from domestic coal selling of 3,624.13 million Baht, calculated as 26.80%. The revenue from foreign coal selling of 9,885.58 million Baht, calculated as 73.11%. Also, the other revenue of 12.44 million Baht, calculated as 0.09%. The revenue from domestic coal selling has been increased from the year 2012 because the group was successful in expanding the new domestic customer base by having customers in all over the country and was able to expand to sell to the cement industry. Also, the company can still maintain the existing customer base.

Energy Earth Annual Report 2013

1. Characteristics of Products and Services Coal is a sedimentary rock that can be ignited, mainly composed of carbon of not less than 50% by weight or 70% by quantity. Coal is made up from the deposition of dead plants and decayed in the area of water basins many million years ago. Changes occur naturally on earth; for example, earthquakes, volcanic eruptions or sediment caused by the deposition of plants, resulting in more pressure, combined with the heat from inside the earth's surface, the deposition making changes into coal types. The physical characteristics of coal is in the solid state, formless and with colors ranging from brown to black with the properties of coal of being able to be ignited, to be used as an energy source for industrial and power plants. Many ways to classify coal are different as the purpose of use. However, the current popular way to classify is American Society for Testing and Materials (ASTM) by clasiifying into 4 types based on the amount of carbon from most to least such as Anthracite, Bituminous, Sub-Bituminous, and Lignite. Genereal characteristics of each coal type are as follows:

Anthracite is the highest quality black and shiny coal, composed of carbon with more than 90%, very low moisture, high heating value, and the ignition temperature is high. Mostly, it is used as a fuel source for the glass industry, chemical Industry, and steel industry.

Bituminous is the black shiny coal, composed of approximately 80% - 90% car-

bon. This coal type is used to be fuel, as an alternatives to fuel oil for boilers in many industrial factories; for example, food production industry, paper industry. Sub-Bituminous is the coal colored range from dark brown to black. The coal

texture is soft like wax, composed of approximately 71% - 77% carbon, with the moiseture of 10% - 20% (World Coal Institute. 2004b. On-line). This coal type is mostly used in producing electricity. Lignite is the coal still remaining plants with colored range from dark brown to

black, composed of very low quantity of carbon, with the high moisture. It can be used as the fuel for industries, but it is not popular because of low heating value and high sulfer, which has an impact on the environment.

Energy Earth Annual Report 2013

Table of a comparison of each coal type Coal 1. Anthracite 2. Bituminous 3. SubBituminous 4. Lignite

Heating Value High High Medium - High

Moisture Low Low Medium

Ash Low Low Medium

Sulfur Low Low Medium

Low – Medium

High

Low – High

The coal type that the group imports to distribute is Bituminous which is the coal type with the high heating value, low moisture, low ash, and low sulfur. This has a little impact on the environmental and together with the continuous increasing price trend of fuel oil and natural gas, making the industrial change to use coal instead of alternative fuel. 2. The Marketing and the Competition 2.1 The Marketing Policy of the Products Distribution and Channel of Distribution The current market share of the group is to sell to both domestic and foreign customers, with the proportion of domestic and foreign customers is at 27:73% Foreign distribution channel can be divided into: • Selling to the middleman who sells coal directly to the end users in foreign countries. The group has been selling to the government’s big power plants in China and the power plants and paper industry in India (End User). • Domestic customers mostly are bituminous coal users to use in generating energy in their production line such as small industrial factories to big ones and in various industries; for example, cement industry, paper industry, food industry, dyeing industry, etc. which is located nationwide. Target Customers Main Target Customers can be divided into two groups as follows: 1. Direct Coal Users (End User) The group sells coal to domestic customers who is the producers in various industries such as cement industry, paper industry, dyeing industry and food industry. Selling coal to these customers, the group much import big sized coal and do size screening as per each customer’s request. For the foreign customers, currently, the group sells coal directly to the government’s big power plants in China and the company has a project to expand to other industries of the end users; for example, Cement industry, paper industry, etc., and has a plan to expand to other countries like South Korea, Taiwan, Japan.

Energy Earth Annual Report 2013

2. Middleman (Trading Arm) The group has an end user customers who work as middlemen located in foreign country by selling directly from the port of origin in Indonesia, no need to do size screening at all. 2.2 Market Conditions and Competition Global economic growth and expansion has increased has caused the increase of the price of oil and natural gas. Industrial factories have switched to use boilers which can use coal as fuel instead because coal is a substitute material that can be used to heat even close to oil or natural gas. Also , the price is cheaper when compared to the price per the amount of heat. (Baht per kilocalories) . Domestic Coal Industry Outlook No.

1 2 3 4 5

Country

Indonesia Australia Philippines Vietnam Laos

Table of Thailandâ&#x20AC;&#x2122;s quantity of coal imported Amount Growth (%) (Million Baht) 2012 2013 2012 2013 36,082.97 30,438.45 16.56 -15.64 7,411.70 8,697.67 21.38 17.35 166.94 596.57 12.98 257.35 742.57 485.25 -45.04 -34.65 434.94 358.35 14.94 -17.61

Proportion (%) 2012 78.34 16.09 0.36 1.61 0.94

2013 73.83 21.10 1.45 1.18 0.87

Source: Customs Department

The coal demand both from domestic and foreign markets and even the world market has the continuously increasing growth based upon the economic recovery and the increasing price of oil. Currently, Thailand has total industrial factories of approximately 7,000 factories. Therefore, if the price of oil and natural gas still maintains in high level, it is likely that the industrial factories turn to use coal as a source of energy, which results in continuously expanding the domestic coal industry.

Energy Earth Annual Report 2013

World Coal Industry Outlook Top Coal Exporters in the World юѨ 2014 2555

юѨ 2013 2554

383 309

301

284

134 124

114

82 75

74 72 35 34

Indonesia

Australia

Russia

USA

Colombia

South Africa

Canada

Source: Data from World Coal Association (2012 in Million Tons)

Export volume of coal in the world market is still likely to rise steadily in 2012. Indonesia became the world's largest exporter with the export volume of 383 million tons. The second largest is Australia, with the export volume of 301 million tones. The next exporter are Russia and the U.S. The group has coal mines in Indonesia, which is a base to sell and distribute coal to China and India. Top Coal Importers in the World юѨ 2014 2555

юѨ 2013 2554

289

190

184

175

160 129

125 105 64 66 45 41

China

Japan

India

South Korea

Taiwan

Germany

Energy Earth Annual Report 2013

Source: Data from World Coal Association (2012 in Million Tons)

Import volume of coal in the world market is increasing steadily by the year 2012. China is the world's # 1 importer, with the import volume of 289 million tons, The next one is Japan, with the import volume of 184 million tons, The next ones are India and South Korea. The Group has sold coal to China as # 1 and followed by India. For Japan and South Korea, they are in the goals in expanding the international markets for the group in the future. 2.3 Product Sourcing Finding the products The group emphasizes on selecting mainly on bituminous coal mines because it is the type which meets the customersâ&#x20AC;&#x2122; needs. Moreover, the location of the shipping port of coal will be the primary criteria in the selection process; that is, the location of the coal shipping ports will be located not far from the port of receiving in Thailand, in order to save on shipping costs. When the group selects the coal mine to meet the above criteria, the group will send experts to inspect coal mines to collect samples of each mine, to measure the quality of the coal in the laboratory, Including monitoring the performance of extraction and storage of coal additives whether there is a lot of sand, rock, or soil additives or not. Procedures of coal sourcing and delivery are as follows: 1. The group will send the team to work in the coal mine and the shipping port in Indonesia in order to take care and control the quality of coal transportation from the warehouse in the mine to the shipping port in Kalimantan Island, Indonesia. 2. Coal will be transported via conveyor or may be using a tractor to transport the coal to the Barge (ships with the capacity approximately 8,000 - 10,000 tons per ship per trip) until a ship fulled or loading to the Vessel (ship with the capacity approximately 30,000-100,000 tons), which mostly used to deliver to the end user in China. 3. Ships transporting coal will spend the total journey time from Indonesian port to the port of Sriracha about 14 days (if the Vessel, takes about 7 days or 8-10 days for China and India). The group emphasizes on owning the coal mines in order to change the status from trading firm to be miner.

Energy Earth Annual Report 2013

In 2011, the group has increased the specific registered capital to invest in acquiring the coal mine in Indonesia. Such mine has the coal reserve of totally 7.4 million tons. Also, the coal reserve of this mine has already had the purchase order with gradually delivery as the time in the contract. Currently, the existing reserve in this mine is 2.06 million tons. In 2012, the group has sourced for additional coal mines as follows: 1. On November 23, 2012, Energy Earth Public Company Limited has signed the Join Operating Agreement with Eaststar Company Limited, which has details as follows: 1.1 Concession: Eaststar Company Limited is the one who get the coal concession in the ares of 1,262 rai at Dawei, Myanmar. 1.2 The mining and distribution: Energy Earth Public Company Limited is the one who operates the mining and distribution of coal. 1.3 Investment: Energy Earth Public Company Limited is the one who sourcing the investment fund for mining. 1.4 The Coal Reserve: The preliminary estimated coal reserves of not less than 40 million tonnes, which Energy Earth Public Company Limited will hire the third party to survey by drilling coal reserves (Joint Ore Reserves Committee: JORC). If the survey reveals that coal reserves are less than 40 million tons, Eaststar Company Limited will find more concessions to get the coal reserves of not less than 40 million tons. 1.5 This coal mining is a Joint Operating Agreement which the company will not pay any compensation to Eaststar Company Limited. However, in terms of operating together, the company will be responsible for all costs of operations. The profit sharing percentage is 70% for Energy Earth Public Company Limited and 30% for Eaststar Co., Ltd. 2. On December 21, 2012, Energy Earth Public Company Limited’s Board of Directors’ Meeting No.5/2012 has a resolution in order for the Company to enter into the acquisition of assets through the acquisition of all shares of PT. Hary Niaga ("HARY"), totally not more than 1,000 shares at not more than 3,694,800 Baht per share, at the total purchase amount of PT.HaryNiaga’s common shares not more than 3,694,800,000 Baht. The Company will make the payment by means of issuance of not more than 454,464,945 shares with a par value of Baht 1.00 per share, offering at THB 8.13 per share on the private placement basis. This made the company have the coal reserve of 40 million tons in East Kalimantan, Indonesia by share swapping. EARTH issued the shares to offer to Hary at the value of the estimated coal reserve value by an independent valuer. It was expected that JORC report would represent the final purchase value. However, the company needed to increase its capital. Then, the Extraoridary General Meeting of shareholders needed to be held in order to get an approval from the shareholders to increase the capital to acquire a mine. Current-

Energy Earth Annual Report 2013

ly, it is on process of waiting for the assessment of the coal reserve (JORC) from an independent valuer in order to calculate the exact number of shares to be swapped with PT.HaryNiaga (“HARY”) and then to get an approval from the shareholders’ meeting later. In 2013, the group has provided the additional reserves as follows: 1. On December 21, 2013, Energy Earth Public Company Limited’s Board of Directors’ Meeting No.7/2013 has approved d PT. TRI TUNGGAL PITRIATI (“TPP”), which the Company owns 99.90% shares, to buy the mining rights (Exclusive Coal Off-Take) from PT. JHOSWA MAHAKAM MINERAL with the coal reserve of 43,000,000 tons at the value of USD 2.75 per ton, totally of USD 118,250,000 (or 3,820,657,500 Baht, calculated by using the Bank of Thailand’s average exchange rates of 15 days before this meeting date of EARTH, which is equal to 32.31 THB/USD). This mine is open pit typed, located at Kenoban,Desa Teluk Bingkai,Kecamatan Kenoban,Kabupaten Kutai Kartanegara,Provinsi East Kalimantan, with the area of 25,106 rai. Providing the additional mine this time can ensure the customers that the group have enough supply to be deliver to customers on time and as per conditions in the contracts. For trading part, the group purchases coal from other mines by doing a survey of the coal quality from each mine by hiring the expert to verify the coal quality in such areas as the amount of carbon, moisture, ash, and sulfur dioxide and also the coal reserve of each mine. If the survey results meet the criteria, the group will then agree to purchase from the mine. Significant Summary of the Contracts relating to the Operations 1. Purchase Contract from Coal Mines : Mine Owner, who is not related to the group (The owner of the license to be coal miner in Indonesia) Summary of Contracts : To purchase coal from the contract party in the quantity specified in the contract. The Contract Period : Ended when the group purchase the coal until the quantity specified in the contract. Pricing Method : The price agreed in the contract could be varied according to Indonesian Coal Index.

Contract Parties

Energy Earth Annual Report 2013

2) Sales Contract for Customers Contract Parties Summary of the Contract The Contract Period Pricing Method Contract Parties Summary of the Contract The Contract Period Pricing Method Contract Parties Summary of Contracts The Contract Period Pricing Method Contract Parties Summary of Contracts The Contract Period Pricing Method Contract Parties Summary of Contracts The Contract Period

: The main buyer in China who is not related to anyone relating to the group : To buy coal from the contract party in the quanity of 110,000 million tons per month, totally 12 months : Ended when the group orders coal until the quantity specified in the contract : Agreed price in the contract can be varied according to Indonesian Coal Index : The main buyer in Thailand who is not related to anyone relating to the group : To buy coal from the contract party in the quanity of 0.6 million tons : Within 6 months from the contract date : Agreed price in the contract : The main buyer in Thailand who is not related to anyone relating to the group : To buy coal from the contract party in the quanity of 50,000 tons : Within 1 month from the contract date : Agreed price in the contract : The main buyer in Thailand who is not related to anyone relating to the group : To buy coal from the contract party in the quanity of 200,000 tons : Within 12 month from the contract date : Agreed price in the contract : The main buyer in India who is not related to anyone relating to the group : To buy coal from the contract party in the quanity of 100,000 tons : Within 3 month from the contract date

Energy Earth Annual Report 2013

3) Frieght Contract Contract Parties Summary of Contracts The Contract Period Pricing Method

The cause of suspension or cancellation of the contract

: A freight contractors who is not related to anyone relating to the group : Hiring to transport coal around 3,000 - 5,000 tons per month : Within 1 year from the contract date : Both parties agreed on the appropriate pricing at the delivery time. But, if the oil price is fluctuated very much, both parties have a rights to request for an adjustment appropriately. : Canceling the contract can be done by both partiesâ&#x20AC;&#x2122; agreement or any party cannot perform under this agreement. Another party has the rights to cancel the contract by informing the other party in advance not less than 30 days.

Environmental Effect Sorting operations and coal storage of the group may cause the dust spreading out around the factory. Thus, the group recognizes significantly in taking care of the environment around the plant as well by having the preventive plan as follows: 1. Build 10 metre screens and planting high trees around the plant 2. Provide water spray curtains and sprinklers at various locations in the plant to trap the dust. 3. Build a puddle to clear the lower wheels of every truck before leaving the coal screening plant. 4. Make canal around the plant in order to screen the coal dust. 5. Provide staffs to clean up the plant including the front road of the plant and its neighbored area.

Energy Earth Annual Report 2013

Risk Factors Risk factors and other detailed information appeared on this report does not cover all the risks that could happen. So, there may be other risks not expected. Moreover, the information in this report does not cover the expected risks that is no impact significantly to the group at this current moment, which could be am impact to the group in the future. 1. Risks from doing business The group has been the coal distributor, selling to the coal users both in domestic and foreign countries. The coal, which the group distributes, mainly is from foreign country. So, the risk from doing this business is the risks related to the coal business. 1.1 Risks of the coal supply to be distributed In the coal business, the most important factor is the ability to find the coal supply to be distributed, which the related risks are as follows: (1) Risks of buying coal only from Indonesia as one source Last year, the group has sold coal totally of 8.045 million tons, some of which was from its own mine. The group ordered coal from the coal mines in Kalimantan island or Borneo island, Indonesia, only one source because it is the source having a lot of the bituminous typed coal reserve, can be excavated for many years. Moreover, Kalimantan island is located not far from Thailand, resulted in the cost of coal of the group can be in the competitive level. Due to a lot of Indonesiaâ&#x20AC;&#x2122;s natural disaster, the group may be impacted on not being able to buy enough coal to supply during that event. Since the group started to do the coal business in 2007, Kalimantan island has never been faced with the natural disaster, which has a severely effect causes the mine closed more than 2 weeks. The area of Kalimantan island in Indonesia is very huge up to 0.58 million square kilometers. (Thailand has an area of 0.51 million square kilometers.) Therefore, there will be very few opportunity that the natural disaster happened covering all the island. In November 2012, the group has signed Joint Operating Agreement with Eaststar Company Limited to jointly invest in bituminous coal mining in Dewei, Myanmar, in order to deliver the good quality of coal to distribute in domestic. There is a plan to export to India in the future because its location can help cost saving, starting to deliver since the second quarter of 2013. This is the key factor in the diversification of buying coal from Indonesia, only a single source.

Energy Earth Annual Report 2013

(2) Risks of having a few distributors In general, coal trading in Indonesia are both trading via brokers or traders and buying directly from mine owners. Buying via brohers or traders mostly appears higher price than buying directly from mine owners. However, there is a positive point that trading via brokers not giving credit term but accepting a Letter of Credit (L/C) while buying directly from mine owners need to pay in cash. To minimize the above risks, the group has bought a mine in Indonesia in 2011 by share swapping with PT.TRI TUNGGAL PITRIATI, 99.99% owned by the company. This mine has the coal reserve of 7.4 million tons. In 2012, the group has signed the Joint Operating Agreement with Eaststar Company Limited to do mining in Myanmar, which has the coal reserve of 40.0 million tons. In 2013, the company minimized this risk. On December 21, 2013, the Board of Directors’ Meeting of Energy Earth Public Company Limited No. 7/2013 approved PT.TRI TUNGGAL PITRIATI, which 99.99% owned by the company, to buy the mining rights (Exclusive Coal Offtake) from PT. JHOSWA MAHAKAM MINERAL. Then, the company has another 43 million tons of coal reserve at the value of USD 2.75 per ton, totally of USD 118,250,000 (or 3,820,657,500 Baht). This mine is open pit type, located at Kenoban, Desa Teluk Bingkai, Kecamatan Kenoban, Kabupaten Kutai Kartanegara, Provinsi East Kalimantan with the area of 25,106 rai. The total coal reserve is around 70-80 million tons or can accommodate the purchase order till 10 years. Also, in the next years, the group has a plan to buy the additional mines up to 5 mines as stated in the Mission “5 Years 5 Mines 5 Markets” (3) The Risks from the Operations of transporting coal through the vessel The group imported the coal from Indonesia and needed to transport coal to the vessel. Transporting goods by ship has some risks; for example, the number of ships is not adequate to meet the demand, facing the natural disaster or the delayed unloading coal, which has an impact on the coal loss, due to the shipping port is not standard. The occurrence of natural disasters by sea is difficult to predict. When it happens, it affects the delayed coal transportation. Moreover, if facing with such a large hurricane, it could damage the vessels that transport coal. Therefore, to prevent this kind of cir-

Energy Earth Annual Report 2013

cumstance, the group impose strict inspection rules to measure the quality and strength of the vessel, as well as an insurance policy to cover damage from natural disasters during shipping. Currently, the group has provided the insurance policy to cover the damage that may occur to every boat trip. The standard of the shipping port is very important for the marine transportation. The group emphasizes on every steps of transporting coal both from the port of origin and destination, by selecting the shipping port which is efficient and standard as well as sending its staff to be at the port of origin and destination to control closely the efficiency and the timing of coal transportation. Facing the problem of marine transportation as stated above may cause having not enough coal to distribute. So, to prevent this problem, the group has a policy of the yearly advanced coal purchase plan including the analysis and reviewing the purchase order quantity and storing coal in the warehouse every month in order to have enough coal to meet customersâ&#x20AC;&#x2122; demand. (4) Risk of domestic transportation The business of domestic coal distribution needs to reply on the transportation by trucks, while the group has not own trucks. However, the company has a strategy in managing the cost of transportation and the continuity of transportation. Since the company has enough quantity to be delivered, it can select the potential transportation company with timely delivery. The company also do cost saving efficiently by providing gas for the selected transportation company, registered as its supplier. (5) Risk of political and legal in Indonesia In 2011, the group has bought a mine in Indonesia by share swapping with PT.TRI TUNGGAL PITRIATI which is the foreign company registered in Indonesia, requested to act as the new law about the New Indonesian Mining Law No. 4/2009 article 43. It is said that domestic coal producers have to distribute coal domesticly in proportion with the total production plan to serve sufficiently to the domestic demand (Domestic Market Obligation), announced on December 31, 2009. This also defines the quota of any mines in Indonesia having to the specific ratio of domestic coal distribution and foreign coal distribution. However, the law does not impact on the company at all because the domestic selling price is market

Energy Earth Annual Report 2013

price. Since the company has a good relationship with local people in Indonesia, the company can adjust itself to comply the new law immediately. So, there is no effect on normal business operations. And, the new law about the mineral and mining business, Government Regulation of the Republic of Indonesia, dated on November 24, 2012, article 97, assigned the foreign investors who get the concession of coal mining that within 5 years after the production starts the foreign company needs to distribute shares to Indonesian as follows: Year 6 Need to distribute not less than 20% of the total registered capital Year 7 Need to distribute not less than 30% of the total registered capital Year 8 Need to distribute not less than 37% of the total registered capital Year 9 Need to distribute not less than 44% of the total registered capital Year 10 Need to distribute not less than 51% of the total registered capital It can be seen that within 10 years, the foreign company will have to own not more than 49% shares. The company then has a strategy to provide a mine with the coal reserve around 40 million tons per mine in order to finish mining within 10 years before reducing the shareholding percentage to not more than 49%. 1.2 Risk of entering of a new entrepreneur The importer and distributor of coal has been expected to increase in the future, as upon the business trend, which is likely to grow as the price of oil and natural gas, expected continuously increasing. The increase of the entrepreneur makes more severe business competition, affecting the groupâ&#x20AC;&#x2122;s business operations. Although there is an increase of entrepreneurs interesting in coal business in the future, being successful still needs significant factors supporting the business; for example, the ability to provide coal in good quality needs experiences, specialization of the entrepreneur, and the good relationship with mine owners. This can be the important barrier to the new entrepreneurâ&#x20AC;&#x2122;s operations. In the past, many coal entrepreneurs occur but not successful because of no experience in the business and not being able to provide coal to be delivered. Or, to provide coal to be delivered mostly is the contract with the brokers causing the

Energy Earth Annual Report 2013

higher price when compared to other competitors. Also, there is no ability to control the coal quality as requested. The new entrepreneurs have to compete with the old entrepreneurs by grabbing the market share. The good relationship and trust between coal users and coal distributors, created long time, can be a significant barrier to convince the coal users changing to buy from the new entrepreneurs. The strategy to sell at a lower price to grab a market share may be hard to do because the new entrepreneurs always get the higher cost of coal than the old entrepreneurs. This is because of having the trading contract with brokers. Currently, the group got its own mines to minimize the risk of entering of the new entrepreneurs. 1.3

Risks from the coal price varied upon world market price

Indonesia Coal Report 2013 US$/T

78 76 74 72 70 68 66 64 62

JAN

FEB

MAR

APR

MAY

JUN

JUL

AUG

SEP

OCT

NOV

DEC

US$/T 74.38 75.85 76.06 74.16 74.61 73.01 70.27 69.53 68.29 67.59 68.49 70.27

According to the coal price information in 2013, it represents the gradually decreasing coal price and sharply fell in quarter 3 of 2013. This sharply fell of coal price resulted in pricing the coal to align with the change of the coal price in world market. Therefore, the group has a policy to define the coal price by calculating the cost of coal plus the desired profit. This policy helps minimize the risk of fluctuating coal price in the world market. The company has a policy to keep the stock not more than 4 months. However, since the demand of coal is likely to increase steadily due to the economic expansion. The demand of coal is more than the supply. Then, if the coal price in the world market is decreasing, the group is not be able to plus the profit as much as when the coal price in the world market is increasing, Therefore, the company approved to buy the mining rights (Exclusive Coal Offtake) from PT.JHOSWA MAHAKAM MINERAL, who owns the coal concession in Indonesia, in order to ensure the enough coal reserve. 34

Energy Earth Annual Report 2013

1.4 Risk of Environmental Impact and Resistance from the Community (1) The effect on community around the industrial factory or the power plants using coal The coal, that is used as fuel in the process of generating heat, can be defined in 4 types such as Anthracite, bituminous, sub bituminous, and lignite. All this 4 types have different carbon and sulfur as follows: Coal

Heating Value

Moisture

Ash

Sulfur

Anthracite High Bituminous High Sub Bituminous Medium-High Lignite Low-Medium Source : www.energy.go.th

Low Low Medium High

Low Low Medium Lowâ&#x20AC;&#x201C;High

When coal burns, the reaction of the oxygen in the air with sulfur in the coal creates sulfurdioxide, which is toxic gas to human body. As shown in the above table, lignite is the coal with high sulfur, not being popular to be used in the industrial factory. However, the coal that the group distributes is bituminous type, creating low sulfurdioxide and also the boiler that uses coal can efficiently trap the toxic gas from the combustion. This results in expecting low environmental effect and low resistance of the community around the industrial factory or the power plants using bituminous. (2) The effect on the community around the sorting plants of the group Sorting and storage coal at the sorting plant of the group may impact the environment nearby. The group has laid down measures to control and solve this problem, by building high screen around the plant, by storing coal in the warehouse, and also watering the area around the plant to reduce coal dust. Moreover, the group also has a policy of building a good relationship with the community nearby, by hiring workers from the community nearby and paying attention to the problems of the communities arising from the business operations of the group urgently. The operations of the sorting plant needs to get an approval from the government, with renewing yearly. The groupâ&#x20AC;&#x2122;s sorting plant has got the license to operate the business that is harmful to the health from Praya Surasak Municipality since 2007, when the sorting plant was started the operations. In 2013, the group has already been approved to renew the license. 35

Energy Earth Annual Report 2013

2. Financial Risks 2.1 Risk of the fluctutation of the foreign exchange rate Buying and selling coal in foreign country has been done by using US dollar in order to prevent the risk from the exchange rate by natural hedge. The gain and loss on the exchange rate shown in the financial statements is caused by closing account by using the exchange rate at the end of the period in order to close the account as required by accounting standards only. Currently, the group has a credit line of preventing the risk from the exchange rate with the financial institution. However, in the past, the group has never used the credit line because the proportion of foreign sales, in US dollar, which can compensate with the fluctuation of the exchange rate and the cost of coal, in also US dollar, is high. This results in the company being able to efficiently manage the fluctutation of exchange rate. The companyâ&#x20AC;&#x2122;s gain on exchange rate continued throughout the three years. However, as the proportion of domestic sales is increasing in the future, the group has set a measure to prevent the risk by using forward foreign exchange contract in an appropriate proportion. Also, the management of the group follows the news and the movement of the exchange rate with the financial institutes, who support the group. 2.2 Risk from giving customersâ&#x20AC;&#x2122; credit The company sells coal to customers mainly in credit, by considering to give credit only to the customers with quality. Moreover, the company considers the financial history of the customers and screens and focus only on sales with quality. The company has customer base including large companies. Also, the company has considered and set the reserve for doubtful accounts by considering the quality and ourstanding aging every the end of the year.

Energy Earth Annual Report 2013

3. Risk that affects the rights or the investment of securities holders Risk from the company having major shareholders >50% On December 23, 2013, the Phihakendr group has the company’s shares of 1,939,537,607 shares, as 65.60% of the total issued shares of the company (Details are in No 7.2). Then, the phihakendr group can almost control the resolutions of the shareholders’ meeting not only directors’ appointment but also other matters that required the majority of the vote of the shareholders’ meeting. Exception of enforcing its laws or regulations requiring it to be a 3 out of 4 of the shareholders’ meeting. So, other shareholders may not have enough votes to check and balance on the major shareholder offer.

Energy Earth Annual Report 2013

General and Other General Information 1. Company’s Details Thai Company Name : ïøĉþĆìǰđĂĘîđîĂøŤ÷ĊęǰđĂĉøŤíǰÝĞćÖĆéǰ öĀćßî

English Company Name: Energy Earth Public Company Limited (“EARTH”) Head office : 889 Thai CC Tower 12th Floor, Room No.125-128, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120 Telephone : +66 (0) 2673-9631-3 Fax : +66 (0) 2673-9634 Website : www.energyearth.co.th Business Type : Coal Miner and coal distributor by providing from own mines and importing from foreign country to distribute to domestic and foreign customers. Company Registration No : 0107538000240 Registered Capital : 3,027,615,570 shares at the par value of 1 Baht, totally of 3,027,615,570.00 Baht (Three thousand twenty seven million six hundread fifteen thousand five hundred seventy Baht only) Paid-Up Capital : 2,956,550,376 shares at the par value of 1 Baht, totally of 2,956,550,376.00 Baht (Two thousand nine hundred fifty six million five hundred fifty thousand three hundred seventy six Baht only) as of December 31, 2013 Investor Relations : Thanawat Pratoomsuwan Email Address : thanawat@energyearth.co.th : Thanyakamol Tritrakarn Email Address : thanyakamol@energyearth.co.th

Energy Earth Annual Report 2013

2. Details of the entity which the company holds 10 percent or more of the total shares sold. 2.1 Energy Perfect Company Limited Thai Company Name : ïøĉþĆìǰđĂĘîđîĂøŤ÷ĊęǰđóĂøŤđôÙǰÝĞćÖĆéǰ Englishi Company Name : Energy Perfect Company Limited (“EPCL”) Location : Branch Office at 706/4 Moo 1, Nong Kham, Sriracha, Cholburi Telephone: +66 (0) 2673-9631-3 Fax: +66 (0) 2673-9634 Business Type : Provide a service of coal sorting including coal transportation to domestic customers for Energy Earth Public Company Limited and distributing coal to both domestic and foreign customers Company Registration No :0105550001003 Registered Capital : 20,000,000 shares at the par value of 10 Baht, totally of 200,000,000 Baht Paid-Up Capital : 200,000,000 Baht (Two hundred million Baht only) Shareholding Percentage : Energy Earth Public Company Limited (“EARTH”) holds the shares of 99.99% 2.2 PT TRI TUNGGAL PITRIATI (“TTP”) English Company Name : PT TRI TUNGGAL PITRIATI (“TTP”) Location : GEDUNG KALIMANTAN POST LT.2, JL. DI PANJAITAN NO.67, BANJARMASIN 70115,KALIMANTAN SELATAN, INDONESIA Telephone: +62 511 3372 112 Fax: +62 511 33572 112 Business Type : Having the concession from the government to do coal mining in Indonesia Company Registration No: 01673/1/PPM/PMA/2011 Registered Capital : Rp.8,521,000,000, equivalent to USD 1,000,000 (Approximately 29.81 Million Baht) Paid-Up Capital : Rp.8,521,000,000, equivalent to USD 1,000,000 (Approximately 29.81 Million Baht) Shareholding Percentage : Energy Earth Public Company Limited (“EARTH”) holds the shares of 99.99%

Energy Earth Annual Report 2013

2.3 Earth Power Plants Company Limited (Currently not operated) Thai Company Name : ïøĉþĆì đĂĉøŤíǰóćüđüĂøŤǰĒóúîìŤÿǰÝĞćÖĆé English Company Name : Earth Power Plants Company Limited (“EPPL”) Location : 889 Thai CC Tower 12th Floor, Room No.125-128, South Sathorn Road, Yannawa, Sathorn, Bangkok 10120 Telephone : +66 (0) 2673-9631-3 Fax : +66 (0) 2673-9634 Business Type : Power Plant Company Registration No : 0105556116953 Registered Capital : 1,000,000 shares at the par value of 10 Baht, totally of 10,000,000 Baht Paid-Up Capital : 3,250,000 Baht (Three Million two hundred fifty thousand Baht only) Shareholding Percentage : Energy Earth Public Company Limited (“EARTH”) holds the shares of 99.99% 3. Details of Reference Securities Registrar : Thailand Securities Depository Company Limited Registrar of Securities Department, 7th Floor, the Stock Exchange of Thailand Building, 62 Ratchadapisek Road, Klongtoey, Bangkok 10110 Telephone : +66 (0) 2229-2000 Fax : +66 (0) 2654-5642 Auditor : Mr. Boonlert Kaewpunpruek Certified Public Accountant Registration No. 4165 B.P.R. Audit and Advisory Company Limited 152 Chartered Square, 12A Floor, Suite 08, North-Sathorn Rd., Silom, Bangkok 10500 Telephone: +66 (0) 2634-5398 Fax: +66 (0) 2634-5399 Email Address: boonlert@bpraudit.co.th Other Important Information Not any.

Energy Earth Annual Report 2013

Securities and Shareholder 1. Registered and Paid-Up Capital The company’s registered capital of 3,027,615,570.00 Baht is all the common shares and has been paid-up of 2,956,550,376.00 Baht at the par value of 1 Baht. In February 2013, the company listed in the Frankfurter Wertpapierbörse (FWB ®, the Frankfurt Stock Exchange) was registered in the two markets (Secondary listing).. 2. Shareholder Group Name of Major Shareholders Top 10 major shareholder groups As appeared on the share register book as of December 23, 2013 as follows: Name No of PercentShares age 1/ 1. Phihakendr Family Group 1,939,537,607 65.60 2. Dr. Yanyong Panwongklom 75,896,500 2.57 3. Mr. Kritsakorn Techawiboon 66,712,600 2.26 4. Ms. Varaporn Panwongklom 49,272,312 1.67 5. Mr. Maetha Rungsiyawaranont 41,329,526 1.40 6. Thai NVDR Company Limited 36,327,356 1.23 7. Thailand Securities Depository Co., Ltd. 31,607,900 1.07 8. Ms. Kanchana Ittiwittayathorn 26,745,400 0.90 9. Ms. Pantaree Laowakul 23,421,320 0.79 10. Trinity Securities Co., Ltd. 19,900,000 0.67 11. Other Shareholders 645,799,855 21.84 Total 2.956,550,376 100.00 Source:

Thailand Securities Depository Co., Ltd.

Energy Earth Annual Report 2013

Phihakendr Group 1/ includes: Name 1. 2. 3. 4. 5. 6. 7. 8. 9.

Mr. Khajohnpong Khamdee Mr.Phipat Phihakendr Mr. Phiroon Phihakendr Mr. Phiboon Phihakendr Mr. Phisudhi Phihakendr Mrs. Voranuj Phihakendr Ms. Kanchana Chakvichitsopon Mr. Thanawat Pratoomsuwan Mr. Seni Hongsubchart Total

No of Shares

Percentage

391,538,202 385,038,202 365,038,202 365,038,202 239,019,099 182,519,200 6,000,000 4,204,600 1,141,900 1,939,537,607

13.24 13.02 12.35 12.35 8.08 6.17 0.20 0.14 0.04 65.60

Remarks: Phihakendr Group means that the persons who has intentions to the office that they are the same ones who acquire or dispose to act under Section 246 and Section 247.

3. The Issuance of Other Securities The warrant No. 3 (EARTH-W3) issued for the existing shareholders of 444,519,122 units, expired on September 15, 2016, which can be exercises every 15th of March and 15th of September of each year thtoughout the term of the warrant. The first and the last to exercise date are March 15, 2012 and September 15, 2016. Exercise Price per 1 common share 1.466 Baht Exercise Ratio 1 unit of warrant per 1.023 shares The number of units not exercised 51,185,830 units (as of December 31, 2013) 4. Dividend Policy The company has a policy to pay dividend at the rate of not less than 40% of the net profit shown in the financial statements after deducting the reserve as per the law and the other reserves except the case that the company invests in other assets. However, dividend payment also needs to be upon the companyâ&#x20AC;&#x2122;s cash flow. For the subsidiaries or the joint venture of the company has a policy to pay dividend to the shareholders with accordance to the company, by the Board of Directors of the subsidiaries ot the joint venture consider to pay dividend upon the performance, investment plan, the need and other appropriateness, as upon the the Board of Directors of the subsidiaries ot the joint ventureâ&#x20AC;&#x2122;s agreement.

Energy Earth Annual Report 2013

Table of the comparison of dividend payment for the end of the year as on December 31, 2011-2013 Details of Dividend Dividend Amount (Baht) Dividend per share (Baht) Dividend Pay Out Ratio** Number of Shares entitled to receive dividend

Year 2013 100,522,712.78 0.034 9.13% 2,956,550,376

Year 2012 260,549,568.30 0.10 15.36% 2,605,495,683

Year 2011 No No No No

** Calculated by net profit of the company from the consolidated financial statements for the year ended on December 31, 2012 Remarks: The Board of Directorsâ&#x20AC;&#x2122; meeting No.1/2014 on February 28, 2014 has a resolution to pay dividend for the year ended on December 31, 2013 as shown in the above table, and will propose to the Annual General Meeting of shareholders of 2014 on April 30, 2014.

Energy Earth Annual Report 2013

Management Organization 1. The Board of Directors The Board of Directors consists of 13 people, 5 of which are independent directors of the company, representing 39% of the total directors. The directorsâ&#x20AC;&#x2122; name list are as follows: Name Position Shareholding Percentage Mr. Phisudhi Phihakendr Chairman 14.26 Mr. Parada Bunnag Vice Chairman and Independent Director Mr. Khajohnpong Kamdee Director 13.24 Mr. Phiroon Phihakendr Director 12.35 Mr. Phipat Phihakendr Director 13.02 Mr. Phiboon Phihakendr Director 12.35 Ms. Kanchana Director 0.20 Chakvichitsopon Mr. Thanawat PraDirector 0.14 toomsuwan Mr. Nugoon Sri-In Director 0.10 Mr. Somkiat Sukdhewa Independent Director and Chairman of the Audit Committee Mr. Suriyaporn Bunchai Independent Director Audit Committee Mr. Eknarin Thammarak Independent Director Audit Committee Mr. Thongchai Independent Director Audit Wattanasoponwong Committee Mr. Suriyaporn Bunchai is the director who has knowledge and experience on auditing the financial statements of the company.

Energy Earth Annual Report 2013

Directors who have authority as in the company certificate. â&#x20AC;&#x153;Mr. Khajohnpong Kamdee, Mr. Phiroon Phihakendr, Mr. Phipat Phihakendr, Mr. Phisudhi Phihakendr, Mr. Phiboon Phihakendr, Ms. Kanchana Chakvichitsopon, Mr. Thanawat Pratoomsuwan, Mr. Nugoon Sri-In Two out of Eight directors signed with the company seal.â&#x20AC;? In 2013, the company arranged meetings which the summary of each meeting are as follows: Directors Meeting Annual The Board The Audit The General of Directors Committee Executive Meeting of Committee Shareholders 2013 The number of attendance / the number of meeting in 2013

Mr. Phisudhi Phihakendr Mr. Parada Bunnag Mr. Khajohnpong Kamdee Mr. Phiroon Phihakendr Mr. Phipat Phihakendr Mr. Phiboon Phihakendr Ms. Kanchana Chakvichitsopon Mr. Thanawat Pratoomsuwan Mr. Nugoon Sri-In Mr. Somkiat Sukdhewa Mr. Suriyaporn Bunchai Mr. Eknarin Thammarak Mr. Thongchai Wattanasoponwong

1/1 1/1 1/1

7/7 7/7 7/7

7/7 7/7

1/1 1/1 1/1 1/1

6/7 7/7 6/7 7/7

7/7 7/7 7/7 7/7

1/1

7/7

1/1 1/1 1/1 1/1 1/1

5/7 7/7 7/7 7/7 5/7

4/4 4/4 4/4 3/4

Remarks: Directors did not attend the meeting because of travelling abroad.

Energy Earth Annual Report 2013

2. Management

Board of Directors Audit Committee Executive Director

Managing Director Internal Audit Office

Deputy Managing Director Assistant Managing Director Production

Assistant Managing Director Sales and International

Assistant Managing Director Finance

The Management of the company consists of 5 persons as follows: Mr. Mr. Mr. Mr.

Name Khajohnpong Kamdee Phiroon Phihakendr Nugoon Sri-In Paiboon Assawasiriwong

Mr. Thanawat Pratoomsuwan

Position Managing Director Deputy Managing Director Assistant Managing Director – Production Assistant Managing Director – Sales and International Assistant Managing Director – Finance

(The profile of the Management as in the attachment 1)

Age (Yr)

First Name - Last Name /Position

1.Mr. Phisudhi Phihakendr Chairman/ Chairman of the Executive Committee (Authorized Director)

Undergraduate Business Administration University of Memphis Training Ļǰ%JSFDUPSǰ Accreditation Program (DAP) Class of 86/2010 from Thai Institute of Directors Association (IOD)

Education

Sharehold- Relationship ing Peramong mancentage agement team (%) 14.26 Father of Mr. Phiroon Phihakendr Mr. Phipat Phihakendr Mr. Phiboon Phihakendr Chairman Chairman Chairman Chairman Chairman Chairman / Chairman of the Executive Committee Chairman Chairman Director

2013 – Present 2013 – Present 2013 – Present 2011 – Present 2011 – Present 2010 – Present

2007 – Present 2007 – Present 2006 – Present

Chairman

Position

2013 – Present

Period of Time

Energy Perfect Company Limited Energy Mining Company Limited Snack Shack Company Limited

WTEC Company Limited, Currently named as PartnerLink Network Company Limited Energy Earth Public Company Limited

Earth Power Plants Company Limited PT TRI TUNGGAL PITRIATI

Fly Entertainment Company Limited Ploenjit Media Company Limited

Fly Digital Media Company Limited

Organization/Company

5 Year Work Experience

Attachment 1 No.1.1: Details of Directors Management and the authorized person and the company secretary on December 23, 2013

Energy Earth Annual Report 2013

Age (Yr)

First Name - Last Name /Position

2. Mr. Parada Bunnag Vice Chairman/ Independent Director

3. Mr. Khajohnpong Kamdee Director/ Executive Director/ Managing Director (Authorized Director)

Energy Earth Annual Report 2013

Director Director Director Director Director Director/ Executive Director/ Managing Director Director

2013– Present 2013– Present 2011– Present 2010– Present

2008– Present

Vice Chairman/Independ ent Director Director/ Managing Director Director/ Managing Director

Position

WTEC Company Limited, Currently named as PartnerLink Network Company Limited

Fly Digital Media Company Limited Fly Entertainment Company Limited Ploenjit Media Company Limited Earth Power Plants Company Limited PT TRI TUNGGAL PITRIATI Energy Earth Public Company Limited

D. Bunnag Chromium Company Limited Brother Auto Parts and Engineering Company Limited

Energy Earth Public Company Limited

Organization/Company

5 Year Work Experience

2013– Present 2013– Present

1993 – Present

Sharehold- Relationship ing Peramong manPeriod of centage agement team Time (%) 2010 – Present

Undergraduate Business Administration Western Michigan Univers ty Training Ļǰ%JSFDUPSǰ"DDSFEitation Program (DAP) Class of 86/2010 from Thai Institut of Directors Association (IOD) 13.24 Undergraduate Management-Accounting Rajabhat Rajanagarindra University Training Ļǰ%JSFDUPSǰ"DDSFEitation Program (DAP) Class of 86/2010 from Thai Institute of Directors Associa tion(IOD)

Education

Age (Yr)

First Name - Last Name /Position

4. Mr. Phiroon Phihakendr Director/ Executive Director (Authorized Director)

5. Mr. Phipat Phihakendr Director/ Executive Director

Graduate Management University of Southern California

Graduate Computer Science, New York University Undergraduate Computer Science, New York University Training Ļ Director Accreditation Program (DAP) Class of 86/2010 from Thai Institute of Directors Association (IOD)

Education

Son of Mr. Phisudhi Phihakendr

13.02

Son of Mr. Phisudhi Phihakendr

12.35

Sharehold- Relationship ing Peramong mancentage agement team (%) Director/ Managing Director Director

2007– Present

2003– Present

Director

2008– Present 2007– Present 2007– Present 2005– Present

2013– Present

Director / Executive Director Director Director Director Director

2010– Present

Director Director

2013– Present 2013– Present

Director Director

2013– Present 2013– Present

2007– Present

Position

Period of Time

Fly Digital Media Company Limited Fly Entertainment Company Limited Ploenjit Media Company Limited Earth Power Plants Company Limited Energy Earth Public Company Limited MM Alliance Company Limited Energy Perfect Company Limited Energy Mining Company Limited Bangkok Beer and Beverage Company Limited WTEC Company Limited, Currently named as PartnerLink Network Company Limited Fly Digital Media Company Limited Fly Entertainment Company Limited Ploenjit Media Company Limited

Energy Mining Company Limited

Energy Perfect Company Limited

Organization/Company

5 Year Work Experience

Energy Earth Annual Report 2013

6. Mr. Phiboon Phihakendr Director/ Executive Director (Authorized Director)

(Authorized Director)

First Name - Last Name /Position

Energy Earth Annual Report 2013

Age (Yr)

Graduate Linguistics Fudan University Undergraduate Music Composition California Institute of the Arts Training Ļǰ%JSFDUPSǰ Accreditation Program (DAP) Class of 86/2010 from Thai In-

Training Ļǰ%JSFDUPSǰ Accreditation Program (DAP) Class of 86/2010 from Thai Institute of Directors Association (IOD)

Undergraduate Music Industry University of Southern California

Education

12.35

Son of Mr. Phisudhi Phihakendr

Sharehold- Relationship ing Peramong mancentage agement team (%) Director Director/ Executive Director Director Director Director

2011– Present 2010– Present

Market Development Manager Director Director Director Director Director Director Director/

2013– Present 2013– Present 2013– Present 2013– Present 2013– Present 2011– Present 2010– Present

2008-2010

2007– Present 2007– Present 2003– Present

Director

Position

2013– Present

Period of Time

Fly Digital Media Company Limited Fly Entertainment Company Limited Ploenjit Media Company Limited Earth Power Plants Company Limited WTEC Company Limited, Currently named as PartnerLink Network Company Limited Energy Perfect Company Limited Energy Earth Public Company

Earth Power Plants Company Limited PT TRI TUNGGAL PITRIATI Energy Earth Public Company Limited Energy Perfect Company Limited Energy Mining Company Limited WTEC Company Limited, Currently named as PartnerLink Network Company Limited Coca-Cola (Thailand) Ltd

Organization/Company

5 Year Work Experience

Age (Yr)

First Name - Last Name /Position

7. Ms. Kanchana Chakvichitsopon Director/ Executive Director/ Company Secretary (Authorized Director) Director

2007-Present

Director/ Exectuive Director/ Company Secretary Management

2010– Present

0.20

Position

Undergraduate Economics, Chiangmai University Training Ļǰ%JSFDUPSǰ Accreditation Program (DAP) Class of 86/2010 from Thai Institute of Directors Association (IOD) Ļ Foundation of Law and regulations related to the listed company from Thai Company Secretary Club

Period of Time

Energy Perfect Company Limited

Energy Earth Public Company Limited

Limited

Organization/Company

5 Year Work Experience

Executive Director

Sharehold- Relationship ing Peramong mancentage agement team (%)

stitute of Directors Association (IOD)

Education

Energy Earth Annual Report 2013

Age (Yr)

First Name - Last Name /Position

8. Mr. Thanawat Pratoomsuwan Director (Authorized Director)

Energy Earth Annual Report 2013

Graduate Public Administration The National Institute of Development Administration Undergraduate Business Administration University of the Thai Chamber of Commerce Training Ļǰ%JSFDUPSǰ Accreditation Program (DAP) Class of 86/2010 from Thai Institute of Directors Association (IOD)

Education

1994-2010

Sharehold- Relationship ing Peramong manPeriod of centage agement team Time (%) 2012– Present 0.14 2010– Present Team Manager

Director Director

Position

Energy Perfect Company Limited Energy Earth Public Company Limited Kasikorn Bank Public Company Limited

Organization/Company

5 Year Work Experience

Age (Yr)

First Name - Last Name /Position

9. Mr. Nugoon Sri-In Director (Authorized Director)

Undergraduate Mechanical Engineer Saint Louis University, Phillippines Training Ļ%JSFDUPSǰ"DDSFditation Program(DAP)Class of 97/2012 from Thai Institute of Directors Association (IOD)

Education

Director

2011– Present

Director

PT TRI TUNGGAL PITRIATI

Energy Earth Public Company

Organization/Company

5 Year Work Experience Position

Sharehold- Relationship ing Peramong manPeriod of centage agement team Time (%) 0.10 2011– Present

Energy Earth Annual Report 2013

Age (Yr)

First Name - Last Name /Position

10. Mr. Somkiat Sukdheva Chairman of Audit Committee/ Independent Director

Energy Earth Annual Report 2013

Graduate Business Administration, Sasin Graduate Institute of Business Administration of Chulalongkorn University Undergraduate Economics Thammasat University Training Sloan School M.I.T., USA Ļǰ4FOJPSǰ&Yecutive Program (SEP) Thai Institute of Director Ļǰ1SPKFDUǰUPǰTVrvey the compensation for directors of listed company

Education

2003– Present

Sharehold- Relationship ing Peramong manPeriod of centage agement team Time (%) 2011– Present

Chairman

Chairman of the Audit Committee/ Independent Director

Position

Korvac (Thailand) Company Limited

Energy Earth Public Company Limited

Organization/Company

5 Year Work Experience

First Name - Last Name /Position

Age (Yr)

for the year 2012 Ļǰ5IFǰ#PBSEǰPGǰ Directors’ Role in the new era with the value creator and being sustainable organization Ļǰ'JOBODJBM Statements and Corruptions in the Capital Market Ļǰ$FSUJGJDBUFǰPGǰ Advance Audit Committee Program (AACP) Class of 7/2012 Ļǰ$FSUJGJDBUFǰPG Monitoring the System of Internal Control and Risk Management (MIR) Class of 12/2012 Ļǰ$FSUJGJDBUFǰPGǰ Role of The Nomination and

Education

Sharehold- Relationship ing Peramong mancentage agement team (%)

2006-2009

2002 – Present

Period of Time Chairman of the Nomination and Remuneration Committee/Audit Committee/ Risk Management Committee (Appointed at the end of 2013) Chairman

Position

Mart Land Company Limited (Currently named as

Thanachart Capital Public Company Limited

Organization/Company

5 Year Work Experience

Energy Earth Annual Report 2013

First Name - Last Name /Position

Energy Earth Annual Report 2013

Age (Yr)

Governance Committee (RNG) Class of 1/2011 Ļǰ$FSUJGJDBUFǰPGǰ Financial Institutions Governance Program (FGP) Class of 3/2011 Ļǰ$FSUJGJDBUFǰPGǰ Monitoring Fraud Risk Management (MFM) Class of 6/2011 Ļǰ$FSUJGJDBUFǰPGǰ Monitoring the Internal Audit Function (MIA)

Education

Sharehold- Relationship ing Peramong mancentage agement team (%) Period of Time

Position

Thai Mart Retail Group Company Limited)

Organization/Company

5 Year Work Experience

First Name - Last Name /Position

Age (Yr)

Class of 11/2011 Ļǰ$FSUJGJDBUFǰPGǰ Monitoring the Quality of Financial Reporting (MFR) Class of 13/2011 Ļǰ$FSUJGJDBUFǰPGǰ Role of the Chairman Program (RCP) Class of 25/2011 Ļǰ$FSUJGJDBUFǰPGǰ3PMFǰPGǰ The Compensation Committee (RCC) Class of 6/2008 Capital Market Academy, the Stock Exchange of Thailand Ļǰ$FSUJGJDBUFǰPGǰ5PQǰ.Bnagement Course Class of 6/2008 Ļǰ$FSUJGJDBUFǰPG Audit Committee Program (ACP) Class of 3/2004 Ļǰ$FSUJGJDBUFǰPG Director Certification Program (DCP) Class of 40/2004

Education

Sharehold- Relationship ing Peramong mancentage agement team (%) 2002-2008

Period of Time Chairman of the Audit Committee/ Executive Director

Position

Siam City Bank Public Company Limite (Currently named as SCIB Public Company Limited)

Organization/Company

5 Year Work Experience

Energy Earth Annual Report 2013

Age (Yr)

First Name - Last Name /Position

11. Mr. Suriyaporn Bunchai Audit Committee/ Independent Director

12. Mr. Eknarin Thammarak Audit Committee/ Independent Director

Energy Earth Annual Report 2013

Undergraduate Business Science, Ferris State University

Undergraduate Accounting Ramkhamhaeng University Training Ļǰ%JSFDUPSǰ Accreditation Program (DAP) Class of 86/2010 from Thai Institute of Directors Association (IOD)

Education

Sharehold- Relationship ing Peramong mancentage agement team (%)

Director Director Audit Committee/ Independent Director

2011– Present 2010– Present

Audit Committee and Independent Director Shop Owner

Position

2011– Present

2005– Present

2010– Present

Period of Time

Energy Earth Public Company Limited

Miniature Gallery Partnership

Mice Man Company Limited

Boonchai Net and Com Shop

Energy Earth Public Company Limited

Organization/Company

5 Year Work Experience

First Name - Last Name /Position

Age (Yr)

Training Ļǰ%JSFDUPSǰ Accreditation Program (DAP) Class of 86/2010 from Thai Institute of Directors Association (IOD)

Education

Sharehold- Relationship ing Peramong mancentage agement team (%)

Beccofino Trattoria (Chiangmai) Company Limited

International Travel Consultant Company Limited Lampang River Lodge Company Limited Mhong Hilltribe Lodge Company Limited

Director

2007– Present

Organization/Company

Director

Position

2010– Present

Period of Time

5 Year Work Experience

Energy Earth Annual Report 2013

Age (Yr)

First Name - Last Name /Position

13. Mr. Thongchai Wattanasoponwong Audit Committee/ Independent Director

14. Mr. Paiboon Assawasiriwong Assistant Managing Director

Energy Earth Annual Report 2013

Undergraduate Business Administration Thammasat

Graduate Business Administration, Assumption University

Graduate Computer Science, The George Washington University Undergraduate Electrical Engineering Sirindhorn International Institute of Technology, Thammasat University Training Director Accreditation Program (DAP) Class of 86/2010 from Thai Institute of Directors Association (IOD)

Education

0.07

Director Director

2005– Present 2005– Present

2007–2008 2003–2007

2008–2010

Assistant Managing Director Assistant Managing Director Lecturer Managing Director

Audit Committee /Independent Director Director

Position

Burapa University Venture Plus Company Limited

Energy Earth Public Company Limited Energy Perfect Company Limited

Chumporn Ice Company Limited

Energy Earth Public Company Limited

Organization/Company

5 Year Work Experience

2010– Present

Sharehold- Relationship ing Peramong manPeriod of centage agement team Time (%) 2010– Present

Age (Yr)

University

Education

Sharehold- Relationship ing Peramong mancentage agement team (%) Director

General Manager Area Sales Manager

2000–2003 2538–2000

Position

Tri Petch Isuzu Sales Company Limited

WinStore Company Limited

The Legend Resorts and Spas Company Limited

Organization/Company

5 Year Work Experience

2005– Present

Period of Time

Remarks: The shareholding percentage includes the shares owned by spouse and child.

First Name - Last Name /Position

Energy Earth Annual Report 2013

Ms.

Company Name Name Phisudhi Phihakendr Khajohnpong Kamdee Phiroon Phihakendr Phipat Phihakendr Phiboon Phihakendr Thanawat Pratoomsuwan Kanchana Chakvichitsopon Nugoon Sri-In Paiboon Assawasiriwong

/, //

Company EARTH X, XX /, //, /// /, // /, // /, // /, ////

EPCL X /, /// / / / / /

Subsidiary TTPL X / EPPL X / / / /

PLNK X / / / /

Associated Company PJML FLYE X X / / / / / / / /

FLYD X / / / /

8. Mr. / /, /// 9. Mr. //// //// / Remarks: X Chairman / Director XX Chairman of the Executive Committee // Executive Director /// Managing Director //// Management

Mr. Mr. Mr. Mr. Mr. Mr.

1. 2. 3. 4. 5. 6.

Attachment 1 No.2: Director management and the authorized person to control being a director or management team in the subsidiaries, associated companies, and related companies.

The Board of Directors has a resolution to appoint Ms. Kanchana Chakvichitsopon to be the company secretary since December 24, 2010, which the criteria of one who take a position of the company secretary shown in the attachment 1.

3. Company Secretary

Energy Earth Annual Report 2013

Phisudhi Phihakendr Khajohnpong Kamdee Phiroon Phihakendr Phipat Phihakendr Phiboon Phihakendr Thanawat Pratoomsuwan Mr. Nugoon Sri-In Mr. Paiboon Assawasiriwong Mr. Amnuai Kamdee Mr. Haji Taufik Effendie

Mr. Mr. Mr. Mr. Mr. Mr.

EPCL X /, /// / / / / /, /// / / /

Subsidiaries TTPL X /

EPPL X / / / /

EPCL Energy Perfect Company Limited TTPL PT TRI TUNGGAL PITRIATI

Remarks: X Chairman / Director XX Chairman of the Executive Committee // Executive Director /// Managing Director //// Management

7. 8. 9. 10.

1. 2. 3. 4. 5. 6.

Attachment 2: Name List of Directors of Subsidiaries No Name-Last Name/ Position

EARTH Energy Earth Public Company Limited EPCL Energy Perfect Company Limited PLNK PartnerLink Network Company Limited TTPL PT TRI TUNGGAL PITRIATI PJML Ploenjit Media Company Limited EPPL Earth Power Plants Company Limited FLYE Fly Entertainment Company Limited FLYD Fly Digital Media Company Limited

Energy Earth Annual Report 2013

EPPL Earth Power Plants Company Limited Subsidiaries means that the significant subsidiaries such as having the revenue more than 10% of the revenue shown in the profit and loss statement of the latest accounting year. 4. Remuneration for Directors and Management 4.1 Monetory Remuneration (a) Remuneration for the directors includes meeting allowance, gratuity, according to the financial statements of 2013, is totally at 4,136,000; as follows: Directors

Position

Director Remuneration (Baht) Board of Directors

Audit Committee

Total

Mr. Phisudhi Phihakendr Chairman Vice Chairman Mr. Parada Bunnag

410,000 586,000

Mr. Khajohnpong Kamdee Mr. Phiroon Phihakendr Mr. Phipat Phihakendr Mr. Phiboon Phihakendr Mr. Thanawat Pratoomsuwan Mr. Nugoon Sri-In Ms. Kanchana Chakvichitsopon Mr. Somkiat Sukdhewa

Director

110,000

Director Director Director Director

100,000 110,000 100,000 110,000

90,000 180,000

And Independent Director

Director Director and Company Secretary Chairman of Audit Committee and Independent Director Mr. Suriyaporn Bunchai Audit Committee and Independent Director Mr. Eknarin Thammarak Audit Committee and Independent Director Mr. Thongchai Audit Committee and Wattanasoponwong Independent Director Total

780,000

280,000

1,060,000

345,000

140,000

485,000

295,000

140,000

435,000

255,000

105,000

360,000

3,471,000

665,000

4,136,000

(b) The remuneration for 6 executive directors and 5 Managements as shown in the financial statements of 2013 is totally at 9,860,000 Baht as follows: Executive Directors and Remuneration Managements executive directors Meeting Allowance Managements Salary and Bonus Total

Year 2013 Amount (Baht) 1,440,000 8,420,000 9,860,000

4.2. Other compensation for the management The company set up the provident fund for the management, which the company contributes 4%-5% of salary of the year 2013. The company paid to contribute to the provident fund for the 5 managements, totally at 388,100 Baht on December 31, 2013. 5. Personnel The company has total employees of 111 persons. In 2013, the company paid the compensation to the employees, totally of 56,347,035.57 Baht, including salary, overtime, living allowance, bonus, special allowance, social security, and provident fund. Moreover, the subsidiaries paid the compensation for the same items, totally of 12,391,638.89 Baht. The number of employees and compensation as at December 31, 2013 as follows: Year 2013

Energy Earth Public Company Limited 42

Energy Perfect Company Limited

PT TRI TUNGGAL PITRIATI (“TTP”)

Employee – Operations and 34 6 Services (person) Employee - Management 5 2 5 (person) Employee – Head Office (person) 64 3 5 Total (Person) 111 39 16 Compensation (Baht) 56,347,035.57 7,601,156.37 4,790,482.521/ Remarks: the employees’ compensation (Baht) for the year 2013 of PT TRI TUNGGAL PITRIATI (“TTP”) is the amount of IDR 1,662,150,000 or 4,790,482.52 Baht, calculating to Thai Baht by using the exchange rate at December 27, 2013 of the Bank of Thailand, equivalent to 2.8821 Baht per 1,000 IDR.

Energy Earth Annual Report 2013

Policy of Employee Development The group has a policy to arrange employee training at least once a year in order to do personnel development and build the stability to the group. Attachment 1 No. 1.2: Responsibilties of the company’s secretary The company’s secretary has to perform the duties as defined in the clause 89/15 and clause 89/16 of the Securities and Exchange Act (4th Edition) Year 2008, effective on August 31, 2008, with responsibility and carefulness and honest as well as performing duties as defined in law, purpose, company’s regulations, the resolution of the Board of Directors, and also the resolution of the shareholders’ meeting. In details, the duties as defined in law of the company’s secretary are as follows: 1. Storing and keeping the documents as follows: a. Directors’ registration b. The invitation to the Board of Directors’ Meeting, the minutes of the Board of Directors’ Meeting, and annual report of the company c. The invitation to the shareholders’ meeting and the minutes of the shareholders’ meeting 2. Keeping the report of the conflicts of interest field by director and the management and delivering a copy of the report of the conflicts of interest field as the clause 89/14 to the chairman of the Board of Directors and the chairman of the audit committee within 7 official days from the date the company receive the report. 3. Operating other activities according to Capital Market Supervisory Board’s announcement; moreover, the company secretary has other duties as assigned by the Board of Directors of the company

Energy Earth Annual Report 2013

Corporate Governance 9. Corporate Governance 1. Corporate Governance Policy The Board of Directors Meeting No.3/2011 on February 10, 2011 set up a policy to apply the principle and code of best practices as the company’s operations in order to benefit the company’s operations and strengthen the transparency in the operations, as well as to increase the efficiency of the management. This results in the confidence of shareholders, investors, and every related party, which the good corporate governance of the company includes 5 principles as follows: 1.1 The Rights of Shareholders and Roles of Stakeholders The Rights of Shareholders The company awares and emphasizes on the rights of shareholders, by not only taking any action that violate or lessen the rights of shareholders but also encouraging the shareholders to us their rights. The basic rights of shareholders are the rights to trade or to transfer the shares, the rights to get sufficient company news and information, the rights to share the profit of the business, the rights to vote and remove the subcommittee and to agree with the independent auditor appointment, the rights to attend and vote in the shareholders’ meeting in order to make a decision in such issues of the company. For example, dividend payment, defining or revising the company regulations and memorandum, capital decrease or increase, and special approvement. Apart from the above basic rights, the company has a policy to support and facilitate for using the rights of shareholders as follows: x The company arranges the Annual General Meeting of Shareholders every year within 4 months from the ending date of the fiscal year for each year by sending the invitation and information for the meeting’s agendas to shareholders 7 days before the meeting date. x The company distributes the information for the meeting’s agendas in advance on the web site of the company and also inform the rights of the shareholders to attend the meeting and their vote for the resolution. x In case that the shareholders cannot attend the meeting by themselves, the company gives a chance to the shareholder to give a proxy to any independent director or anyone to attend the meeting on their behalf, in order to support the

Energy Earth Annual Report 2013

rights of the shareholders by using any kind of proxy that the company sends out with the invitation for the meeting. x Before the meeting, the company allow the shareholders to send opinions, suggestions, questions in advance before the meeting date via email address of Investor Relations and email address of the company secretary. x In the meeting, the company allocates the appropriate period of time and allows the shareholders to give opinions, suggestions, or ask questions in any issue independently before any resolution finalized, in order for the shareholders to give enough details of such issue for any decision making. In the agenda that the shareholders having questions, the company prepares the personnel who can answer under the responsibility of the Board of Directors of the company. x Every director needs to attend the meeting in order for the shareholders to be able to ask for details in any related issue. To treat shareholders equally The company has a policy to create fairness for the every shareholders and every group equally including the shareholders who are management, the shareholders who are not management, the foreign shareholders, and minor shareholders, as follows: x To treat and facilitate the shareholders equally and not taking any action to limit, violate or lessen the rights of shareholders. x To accept the vote in the meeting upon the number of the shareholders by one share for one vote. x The company allows the independent directors taking care of minor shareholders by the minor shareholders can give opinions or complaints to the independent directors. The independent directors are the ones who consider to operate appropriately; for example, if there is a claim, the independent director will examine the truth and find the way to solve appropriately. Or, if there is a suggestion which the independent director considers that it is important and affect the stakeholder as a whole or affect the companyâ&#x20AC;&#x2122;s business, the independent director will propose the suggestion to the shareholdersâ&#x20AC;&#x2122; meeting to consider putting in the agenda of the meeting in the shareholdersâ&#x20AC;&#x2122; meeting. x The Board of Directors has set a measure to prevent the insider trading of related party including directors, management, employees, and workers of the group, who are related to the information (including their spouse and child). It has also set the punishment of the disclosure of the company information or using the company information for personal benefit, as the policy to prevent insider trading. It has been informed that the Board of Directors and management are responsible for reporting about their holding securities to the Securities and Exchange Commission (SEC), as a clause 59 of the Securities and Exchange Act of

Energy Earth Annual Report 2013

2010 as well as to inform the news and regulations of SEC and the Stock Exchange of Thailand to the Board of Directors and management regularly. Role of Stakeholders The company awares of the rights of every stakeholder group related to the company, both internal stakeholder like shareholders, employees, and the management of the company or the external stakeholders like competitors, business partners, customers. The company awares that supporting, accepting opinions from, and keeping a good relationship with every stakeholder group benefit the operations and develop the business growth and business expansion in the future. The company provide the rights to every group equally and with fairness, by comply the related regulations and rules as follows: x Shareholders: The company is the representative of shareholders doing the business by considering the growth of the company value in the long term, including the internal control and audit. x Employees: The company awares that the employees is one of the main resources which is important to develop the growing organization. The company then support to develop capability of personnel in order to maximize benefit for the company, as well as encouraging teamwork to increase the versatility of functions and arrangement for the safe working environment for employees as well as treating every employees equally and fairly with the appropriate compensation. x Business Partners: The company treats the business partners with honest competition by complying the conditions in the trade contract and strictly give a commitment to the business partners. x Competitors: The company treats the competitors with a good business governance with good rules of competition by avoiding the unfair competition. x Customers: The company commited to product the good quality products and services for customers by trading with customers with honest and fairness. x Society: The company emphasizes on environmental care of the community nearby the companyâ&#x20AC;&#x2122;s office location. The company has established guidelines to response to the needs of each stakeholder group apparently in â&#x20AC;&#x153;the business ethicsâ&#x20AC;?, and also to promote and campaign for the Board of Directors, the management, and the operator using the guidelines to perform in the operations, being as the important duties of everyone.

Energy Earth Annual Report 2013

Information disclosure and transparency The company awares of the significant of the information disclosure which represents the accuracy, all information, and transparency of both the financial reports and general information, according to the measurement of the information disclosure of SEC and SET and any information affecting the companyâ&#x20AC;&#x2122;s stock price, which has an impact on the decision making of the investor and stakeholder of the company. The company publicizes the information of the company to shareholders, investors, and the public via channels of publication of SEC and SET as well as the companyâ&#x20AC;&#x2122;s web site: http://www.energyearth.co.th. For the investor relations, the company did not yet set up a specific department, working on communicating with investors, shareholders, analysts, and the government. Shareholders and investors can contact the department at phone number 02 673 9631-3 for Khun Thanawat Pratoomsuwan E-mail address: thanawat@energyearth.co.th or Khun Thanyakamol Tritrakarn Email Address : thanyakamol@energyearth.co.th 1.2 The Resposibility of the Board of Directors The Structure of the Board of Directors The Board of Directors including persons who have knowledge and experience which benefit the the company by having these people being as a major role in setiing up policy, business planm and quarterly performance evaluation. Moreover, they emphasizes on internal control and internal audit for the benefit of the company and shareholders. The Board of Directors consists of 13 people such as 5 directors who are not management who have qualifications of independent directors not less than 1 out of 3 of the total directors, in order to balance the vote in considering any issue and also to audit the managementâ&#x20AC;&#x2122;s performance to maximize the benefit of the company. The Board of Directors has set up two committees to assist in corporate governance such as the audit committee and the executive committee. The company divided the duties and responsibilities of the Board of Directors, the audit committee, and the executive committee for the shareholders clearly in order to be free when decision making and present the vision as the following details under the title of management structure. The Board of Independent Directors and The

: The company has totally 5 independent directors, 4 of which also are the audit committee, to be on duty of

Energy Earth Annual Report 2013

Audit Committee

specific issue and propose to the Board of Directors’ consideration or to be acknowledge as the authority.

The Executive Committee

: The company has totally 6 executive directors to work with versatility, by having the authority assigned from the Board of Directors. Moreover, the company has a policy to divide the responsibilities of chairman and managing director as different persons to prevent anyone having the unlimited authority. The Board of Directors of the company defines the authority and responsibility and selects the person to be appointed in the positions. Also, the company has a company secretary who is responsible for giving the suggestions concerning the rules and regulations which the Board of Directors need to be informed and is on the duties of taking care of the Board of Directors’ activities as well as coordinating to perform as the resolution of the Board of Directors. Authority of the Board of Directors 1. The Board of Directors has an authority and duties as defined in the company’s

regulation. 2. The Board of Directors has an authority and duties on monitor and setting up the

significant policy as follows: 2.1. Business Policy 2.2. Financial Policy 2.3. Funding Policy 2.4. Capital Management Policy 2.5. Company Risk Management Policy 3. The Board of Directors has an authority concerning the investment as follows: 3.1. Considering and approving the budget 3.2. Considering the investment project of the company 3.3. Supervising the project to be operated as plan 4. The Board of Directors has an authority supervising the the company’s operations

for: 4.1. Achieving the goal or better than the defined goal

Energy Earth Annual Report 2013

4.2. Defining the guidelines of solutions in case of having obstruction to achieve

the goal or better than the defined goal 5. The Board of Directors has an authority to provide general reports and financial reports to report to the shareholders and the stakeholders or any investors accurately, updated, and according to the law . 6. The Board of Directors has an authority to be informed of the significant audit report of the audit committee or the internal audit including the auditor and the financial advisor of the company, and to be on duty of setting guidelines of solutions in case of significant defect. 7. The Board of Directors has an authority to audit the adequate and appropriateness of the internal control and the company’s risk management. 8. The Board of Directors has an authority and a duty on facilitating the process of creating the top management of the company in order to substitute continuously (Succession Plan). 9. The Board of Directors has an authority to appoint the audit committee and to approve the authority of the audit committee. 10. The Board of Directors has an authority to appoint any one person or many or others to act as the Board of Directors. For the authorization, the proxy does not have an authority to approve any issue which the person or a person who may have conflicts (“person who may have conflicts” has a meaning as the announcement of SEC and SET) has the interest or conflict of benefit with the company or the subsidiaries. Exception of the following issues, which will be done when getting the approval from the shareholders’ meeting. It is defined that the issue that the person or a person who may have conflicts has the interest or conflict of benefit with the company or the subsidiaries cannot vote for the issue. • The law requires to have a resolution of the shareholders’ meeting. • Any transaction that directors have interests and in the legal or regulations of the Stock Market needs to be approved from the shareholders’ meeting. • Moreover, in the following cases need to be approved from the Board of Directors’ meeting and the shareholders’ meeting with the vote not less than 3 of 4 of the total vote of the shareholders who attend the meeting and have a rights to vote. - Selling or transfer the business of the company in total or some parts which is important to other persons

Energy Earth Annual Report 2013

- Purchasing or acquiring the business of other public companies or private companies to the company. - Creating, editing, or cancelling the contract concerning leasing the business of the company in total or some parts which is important. To authorize other persons to manage the business of the company or the merger by having a purpose of profit sharing. - Editing the companyâ&#x20AC;&#x2122;s memorandum or the companyâ&#x20AC;&#x2122;s regulations. - Increasing or decreasing the capital of the company - The merger or the company closing down - Other issues according to the law The Remuneration of the directors and the management The company reports clearly on the remuneration of the directors according to the announcement of the Securities and Exchange Commission (SEC), which has been approved by the Annual General Meeting of shareholder (AGM) every year. If the directors of the company are assigned more duties and responsibilities; for example, being also the audit committee, they will be receive the appropriate remuneration with the duties and responsibilities assigned additionally by considering the capability of the company too. The report of the Board of Directors The Board of Directors is responsible for the financial report of the company and the subsidiaries including the information appeared on the annual report, disclosure and the financial statements which the audit committee audits the quality of the financial report, internal control, and sufficient information disclosure to be in the notes in the financial statements. The reports are proposed to the Board of Directors every quarter. To provide the audited financial statements by the auditor who is approved by SEC and according to the generally accepted accounting standard in Thailand. The information disclosure which is important including both monetary and non-monetary is done based upon the accuracy, complete, reliable, and reasonable use of appropriate accounting policies. The Board of Directorsâ&#x20AC;&#x2122; meeting The company arranges the meeting of the Board of Directors regularly at least every quarter and the extraordinary meeting additionally upon the necessity by defining the clear agendas in advance including the agenda of monitoring company performance regularly. In

Energy Earth Annual Report 2013

every Board of Directorsâ&#x20AC;&#x2122; meeting, there is a company secretary who provides the agendas of the meeting and sends out the meeting documents to the Board of Directors at least 7 days in advance in order for the directos to have enough time to consider and study the information as well as keeping the minutes of meeting in the past which was approved systematically from the Board of Directors and is ready for the Board of Directors and related party to audit. To consider any issue, the chairman of the company is responsible for the chairman of the meeting to allow the directors to give opinions freely. A resolution of the Board of Directors is from a vote of the majority. One Director has one vote. Directors having an interest wiil not attend the meeting or will not vote for the issue. If the vote is equal, the chairman of the meeting will have one vote to get the resolution. In 2013, the company has arranged 7 meeting of the Board of Directors, each of which has the company directors attended as per the management structure. 2 Risk Control and Management Internal Control and internal audit system The company emphasizes on the internal audit for the management level and operation level. To operate efficiently, the company defines the duties and authority of the operator and management in written clearly. The company control and manage the use of assets of the company for the benefit. The duty and responsibility is allocated to operator and monitoring controller separately. Moreover, the company provides the internal auditor to audit the internal control and internal audit efficiently as well as auditing the operations according to law and requirements associated with the company. The audit result will be reported to the Board of Directors to approve as a copy for the managing director. 3 Business Ethics The company set the guidelines concerning the ethics of the Board of Directors, management, and employees in order for the related parties use to perform on their duty with honest, integrity and fairness when treating to every stakeholder group. Also, the company announced to the employees and every management being informed to use the guidelines strictly.

Energy Earth Annual Report 2013

Conflict of Interest The Board of Directors set up a policy concerning the conflict of interest based on the concept that any decision making on business operations will have to be done for the maximum benefit of the company only and should avoid the action which creates the conflict of interest, which the persons who are related to the issue being considered need to inform the company about the relationship or the connection of them and the issue, and not to participate in the consideration as well as to have an authority to approve any transaction. The audit committee proposes the Board of Directors about the related transactions and the conflict of interest which is considered the appropriateness deliberately. The company has complied with the rules of the Stock Exchange of Thailand regulations strictly in terms of pricing and other conditions with the persons who may have a conflict of interest by virtually deal with the third parties, sending the reports as period of time defined by SET and publicizing in the financial statements and annual report and the annual report (56-1 type). 2 The Committees The company including two sets of the committees such as the audit committee, the executive committee, by having the name list and the authority as follows: 1. The audit committee has 4 people consisting of Directorsâ&#x20AC;&#x2122; Names Mr. Somkiat Sukdhewa

Position Chairman of the audit committee Audit Committee Audit Committee

Mr. Suriyaporn Bunchai Mr. Eknarin Thammarak Mr. Thongchai Audit Committee Wattanasoponwong Mr. Suriyaporn Bunchai is the audit committee who has knowledge and experience in auditing the financial statements of the company.

Energy Earth Annual Report 2013

The authority of the Audit Committee To audit the company to provide the accurate financial report and disclose the

sufficient and reliable information. To audit the company to have the appropriate and efficient internal control and internal audit with the consideration of the freedom of the internal audit as well as to approve the appointment, transfer, terminate the head of internal audit or any other department related to the internal audit. To audit the company according to the law of securities and the stock exchange,

the regulations of the stock exchange, and the related law. To consider, select, and appoint the persons who have a freedon to be responsible for the auditor of the company and to propose the compensation of the persons as well as to attend the meeting with the auditor without the management at least once a year. To consider the transaction related to or the transaction that may be conflict of interest according to the law and the regulations of the Stock Exchange in order to ensure the transaction being reasonable and maximize the companyâ&#x20AC;&#x2122;s benefit. The transaction needs to signed by the chairman of the audit committee and need to have information at least as follows: (a) The opinion concerning the accuracy, complete, reliable of the financial report of the company (b) The opinion concerning the sufficient internal audit system of the company (c) The opinion concerning the complying the law of securities and the stock exchange, the regulations of the stock exchange or the related law. (d) The opinion concerning the appropriateness of the auditor (e) The opinion concerning the transaction that may have conflict of interest (f) The number of the meetings of the audit committee and the attendance of each of the audit committee (g) The opinion or comment in general that the audit committee get from their operation according to the rules. (h) Other transactions that shareholders and investors should acknowledge under the the scope of duties and responsibilities assigned by the Board of Directors

Energy Earth Annual Report 2013

Any assignments from the Board of Directors with the agreement from the audit

committee 2. Executive committee has 6 people consisting of Director’s Name Mr. Phisudhi Phihakendr Mr. Khajohnpong Kamdee Ms. Kanchana Chakvichitsopon Mr. Phiroon Phihakendr Mr. Pipat Phihakendr Mr. Phiboon Phihakendr

Position Chairman of the Executive Committee Executive Director Executive Director Executive Director Executive Director Executive Director

The cope of duty and responsibility of the executive committee To have an authority to approve to apply for a loan or any credit application of

the company within the credit line of each transaction not over 300 million Baht or equivalent. To have an authority to approve the operation for the normal business transaction of the company; for example, to provide merchandise, vehicle, material, equipment, appliance, to approve the expenses, to approve the write-off, within the credit line of each transaction not over 200 million Baht or equivalent, and to operate any other transactions like the project to invest for an expansion approved the credit line not over 80 million Baht To have an authority to manage the business of the company according to the purpose, regulations, resolutions of the shareholders’ meeting and resolutions of the Board of Directors’ meeting. To set up the organization structure, management, executive committee by covering all the details of selecting, training, hiring, and terminating the employee of the company. To have an authority to provide, suggest, and define the business policy and the business strategy of the company to the Board of Directors for an approval.

Energy Earth Annual Report 2013

To set up the business plan, management authority, approval the annual budget

for the business and the annual budget of expenses, and to implement the business plan and strategies aligned with the business policies and business directions which the Board of Directors approved. To have an authority to do financial transactions in terms of opening the account with banks, financial institutes and applying for a letter of guarantee from banks or financial institutes. To perform other duties as assigned in each period of time by the Board of Directors For the authorization, the proxy does not have an authority to approve any issue which the person or a person who may have conflicts (â&#x20AC;&#x153;person who may have conflictsâ&#x20AC;? has a meaning as the announcement of SEC and SET) has the interest or conflict of interest with the company or the subsidiaries. To approve such issue needs to propose to the Board of Directorsâ&#x20AC;&#x2122; meeting and/or the shareholdersâ&#x20AC;&#x2122; meeting to consider and approve the issue according to the regulations of the company or the related law except for the approval of the transaction which is normal business practice as policies and measurement that the Board of Directors approved. Scope of duty and responsibility of the chairman To manage normal business tasks of the company. To consider and screen the investment in order to propose to the Board of Direc-

tors ro approve. To give a policy of budgeting annually to propose to the Board of Directors of the company to approve To have an authority to approve the operation for the normal business transaction of the company; for example, to provide merchandise, vehicle, material, equipment, appliance, to approve the expenses, to approve the write-off, within the credit line of each transaction not over 200 million Baht or equivalent, and to operate any other transactions like the project to invest for an expansion approved the credit line not over 40 million Baht To have an authority to perform on behalf of the company to other third party in the related business and to be benefit for the business To perform other duties as assigned by the Board of Directors case by case For the authorization, the proxy does not have an authority to approve any issue which the person or a person who may have conflicts (â&#x20AC;&#x153;person who may have conflictsâ&#x20AC;? has a meaning as the announcement of SEC and SET) has the interest or conflict of interest with

Energy Earth Annual Report 2013

the company or the subsidiaries. To approve such issue needs to propose to the Board of Directorsâ&#x20AC;&#x2122; meeting and/or the shareholdersâ&#x20AC;&#x2122; meeting to consider and approve the issue according to the regulations of the company or the related law except for the approval of the transaction which is normal business practice as policies and measurement that the Board of Directors approved. 3 Recruitment and appointment of directors and top management. 1. Independent Directors Independent means the director from outside who can take the role of protect the benefit of every shareholder equally and can help supervise of no occurance of the conflict of interest between the company and the related persons and the qualifications are as follows: 1. To hold the share not over 1% of the total shares, that can vote, of the company, holding company, subsidiaries, associated company, major shareholders, or the person who have the authority of the company, by counting the shareholding of the related person of the independent director. 2. Never been the directors who participate in the management, worker, employee, consultant who get monthly payment or the person who has the authority of the company, the holding company, the subsidiaries, the associated company, same level of subsidiaries, major shareholders or of the person who has the authority of the company, except for not being the formerly stated for not less than 2 years. This does not include the case that the independent director has ever been government officer or the consultant to the government who is the major shareholder or the controlling person of the company. 3. Not being the person related by blood or registration under laws such as father, mother, spouse, sibling, and child and also spouse of the children, of executives, major shareholders, controlling person or person being nominated to be executive or controlling person of the company or the subsidiaries. 4. Not having a business relationship with the company, its holding company, subsidiary, associated company, major shareholder, or controlling person, in the manner which may interfere with his independent judgment, and neither being nor having been a principle shareholder, or controlling person of any person having business relationship with the company, its holding company, subsidiary, associated company, major shareholder, or controlling

Energy Earth Annual Report 2013

person of the company unless the foregoing relationship has ended not less than two years. 5. Neither being nor having been an auditor of the company, its holding company, subsidiary, associated company, major shareholder, or controlling person of the company, and not being a principle shareholder, controlling person, or partner of an audit firm which employs auditors of the company, its parent company, subsidiary, affiliate, major shareholder, or controlling person of the company unless the foregoing relationship has ended not less than two years. 6. Not being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding two million Baht from the company, its holding company, subsidiary, associated company, major shareholder, or controlling person of the company, and not being a principle shareholder, controlling person, and partner of such professional advisor unless the foregoing relationship has ended not less than two years. 7. Not being a director who has been appointed as a representative of the company’s director, major shareholder, or shareholders who are related to the company’s major shareholder; 8. Not operate any business which has the same nature as and is in principle competition with the business of the company or subsidiary, or not being a principle partner in any partnership, or not being an executive director, employee, staff, or advisor who receives salary, or holding shares not exceeding one percent of the total number of voting rights of any other company operating business which has the same nature as and is in significant competition with the business of the company or subsidiary; 9. Not having any characteristics which make him incapable of expressing independent opinions with regard to the company’s business. The company defined the meaning of the independent director of the company as equivalent to the criteria of SEC ot the Stock Exchange in terms of shareholding of the company’s share, not being employee, consultant with monthly payment or the controlling person of the company and not related in business.

Energy Earth Annual Report 2013

2. Recruitment of directors and top management Director For Selecting and appointing the persons to be in the Board of Directors, although the company has no the Nomination Committee, the nomination of directors will be done by the directors who formulate the rules about knowledge, capability, experience, vision, and reliability as well as being the qualified person by not having characteristics not approved by the law to propose to the shareholdersâ&#x20AC;&#x2122; meeting to consider the appointment, which the company has significant rules and method. The Board of Directors consists of the directors not less than 5 people, electing by the shareholdersâ&#x20AC;&#x2122; meeting with the directors who are the audit committee not less than 3 people. Not less than half of the directors has been located in Thailand. The shareholdersâ&#x20AC;&#x2122; meeting elects the directors according to the rules and method as follows: (1) One shareholder has one vote per one share. (2) Each shareholder uses all his votes as (1) to elect a person or many to be as directors. In case that electing many persons to be directors, the votes cannot be allocated to one more than others. (3) The person who gets the maximum votes and all runner ups will be elected to be directors at the amount of the directors to be elected that time. In case that the number of persons who are elected with all runner ups having the same votes is more than the number of directors required that time, the chairman of the meeting will be the one who finalizes. In the Annual General Meeting of shareholders every year, one-third of the directors will be retired. If the number of the directors cannot absolutely divided into three parts, the number of directors to be retired is nearly to one-third. Directors who have to be retired in the first year and second year after the company registered can draw lots. For the following years, directors who have been in the position the longest need to be retired. The directors who are retired may be selected to be back to be appointed again. Any director will resign from the position by sending the resignation letter to the company. The resignation will be effective from the date when the letter delivered to the company. To finalize the resolution to approve one director retired before his term to be retired, the number of votes is not less than four-third of the number of shareholders who attend and have the rights to vote and the number of shares totally is not less than half of

Energy Earth Annual Report 2013

the number of shares holding by the shareholders attending the meeting and having the rights to vote. Audit Committee The audit committee of the company has to be the independent director who is elected from the Board of Directors or from the shareholdersâ&#x20AC;&#x2122; meeting and the qualification according to the law of securities and stock exchange and also the announcement, regulations, and/or the rules of the stock exchange, with not less than 3 people. At least one director has to be the one who has knowledge about accounting and finance. Executive Committee The Board of Directors proposes to appoint the executive committee by selecting the directors and/or the management at the appropriate amount and the Board of Directors appoints one executive director to be the chairman of the executive committee. Top Management For the nomination of the person who is in the position of the managing director or the chairman of the management, the Board of Directors is the one who primarily considers. In the screening process of nominating the person who has the complete qualification with the capability and skills and experiences which are benefit to the companyâ&#x20AC;&#x2122;s operations and understand thoroughly about the business and can manage in order to achieve the goal which the Board of Directors defined, the person will be proposed to the Board of Directors later. 4. The Supervision of the Operations of the subsidiaries and associated company In the past, to propose and exercise the votes to elect the person to be director in the subsidiaries and the associated company was done by the management. From 2014 onward, the company has set up the rules of proposing and exercising the votes by having to get approval from the Board of Directors, too. The appointed directors in subsidiaries or associated companies are responsible for operate fot the maximum benefit to the subsidiaries or associated companies. The company requires the appointed person to have been approved from the Board of Directors before the resolution or exercing the votes in the same level of significant issue which needs the approval from the Board of Directors. Also, sending directors to be representative in the subsidiary or associated company according to the shareholding proporation of the company. Moreover, in case of the subsidiary, the company set the rules that the appointed person have to take care of the regulations of the subsidiary about the related transactions, acquisition and disposition of the assets, or any important transactions of the company to be accurate and complete. By using the measurement of information disclosure and

Energy Earth Annual Report 2013

the transactions same as the company’s measurement as well as supervising to keep the information. The subsidiary’s accounting has to be monitored, audited, able to make the consolidated financial statements on time. 5. Policy and Treatment of inside information The company has a policy and method to take care of directors and management to use the inside information of the company which is not announce to the public for their personal benefit including securities trading as follows: 1. To acknowledge directors and management in different departments about the responsibility to report their securities holding and also their spouse’s and child’s securities holding to SEC and SET according to the clause 59 and the punishment according to the clause 275 of the act of securities and the stock exchange B.E.2535 2. The company requests the management to report the change of their securities holding to SEC and SET as the clause 59 of the act of securities and stock exchange B.E. 2535 and requests the management to sending a copy to the company on the same date of sending the report to SEC and SET 3.The company does not allow the Board of Directors, management, or operators who know the inside information to disclose the information to outsiders or others not related to, and does not allow to do securities trading within 30 days before the publication of the financial statements or of the status of the company including other information and should wait for at least 24 hours after the information disclosure to the public and before trading the securities. The company set the punishments for the person seeking for benefit themselves by using the insider information, or for the information disclosure till the company has been damaged. The case to be punished such as warning verbally, warning in written, probation and termination of being an employee.

Energy Earth Annual Report 2013

6. The remuneration of the auditor 1.The audit fee The company and subsidiaries pay the audit fee to the auditor of the company and the subsidiaries in 2013 as follows: - The audit fee is for the company in Thailand, totally of 2,120,000 Baht. - The audit fee for the company in foreign country, totally of IDR 104,500,000 (approximately equal to 301,179 Baht) 2. Other fee (Non-audit fee) Not any. 7. Other corporate governance principles Not any

Energy Earth Annual Report 2013

Corporate Social Responsibilities Targets of doing business are not only compensation from investments, profits, stability and growth. For business to grow steadily, we have to be considerate of how to give our profit back to our society. Energy Earth Public Company Limited has principles on how to perform business that has balance between growth and society care. Therefore, the Company had been taking responsibilities to balance economy with society care to lead to a sustainable success. With the Company’s target to do full coal supply-chain with modern technologies to protect environment with international standards, the Company paid much attention to operation system that could reduce pollution to the environment to enforce better life quality to the society. The Company also attended CSR meeting with other listed companies to search for better solutions. The Company has visions, targets, strategies and risk management in doing business, which can be reflected in the operational performance called “CSR-In-Process”, which means to make profit responsibly, such as preventing pollution, producing products with good quality, compensations to customers damaged done by employees. These are usually considered as regular work hour activities. The Company also has CSR-After-Process policy, which is usually done separately from the business, such as helping community effected by natural disasters, volunteering for public good activities. These are usually considered as off work hour activities. Report of CSR Business Operation with Good Code of Conduct The Company supports business with transparency, responsibility without any illegal competing policies which result in international standard management, reliability, credibility and transparency to customers, suppliers, employees, and organizations that regulate public laws and regulations. The Company also has anti-corruption policy and participated in signing anti-corruption act for private sectors, including promoting the 6 commercials “do not let the corrupter stands in our society”. The goal of such act is to build anti-corruption policy and consciousness to people of Thailand for our better society. Respects for Human Rights and Fair Labor Treatment The Company pays very much attention to our human resources, we focus on a good code of conduct to manage our human resources work with a mission to take good care and improve capabilities of our employees consistently, including building morale and life quality

Energy Earth Annual Report 2013

such as employees’ welfare, laboring law, environmental safety, equipment preparation, felicity, health insurance, and yearly health-check. Since our past experience, serious injuries and accidents had not occurred to our employees. In the year 2010, one of our employees had a motorcycle accident during non-working hour, resulted in a life time disability. The Company had fully paid the medical fee and has been paying monthly reimbursement up until now. The Company use a good code of conduct system to provide benefit to compensate employees’ performance equally, appoint the right persons to the right jobs and responsibilities and give needful trainings to them for their good career path with the Company. The Company evaluates performance fairly, supports long term provident for better quality of life. The Company respects employees’ rights of privacy, the Company will not disclose private information such as salary, health information, family information, etc… to outsiders. The Company respects the rights of employees to join communities and movements legally that do not have conflicts of interests with the Company. Responsibility to Consumers The Company’s business is to supply good quality Indonesian coal to domestic and international customers, to control quality, to provide enough storage for 24 hours sufficient supply with efficient sales team. The Company always listens to all comments from every public organization and ensure that public area surrounding the storage area is properly managed with the “5 Walls” project: - High wall surrounding the storage area - High trees surrounding the high walls - Plastic crops over the storage walls - Install the water spraying system around storage area - Truck washing system when entering and exiting storage area Such project is done parallel with improving society and public community surrounding the storage, which results in receiving a good cooperation from the society. Environmental Care and Community Development The Company puts much effort for CSR activities related, including CSR programs for education, health, and community development. These activities had provided chances for the Company to build excellent relationship with many communities such as Nhong-Kor health

Energy Earth Annual Report 2013

care sector, Chao Praya Surasak Municipal. The Company also has projects to support by donating drinks for Nhong-Kor community, scholarship for outstanding students in Ban Wang Kor school, Khao Din school, Bang Nhong-Prue school, Wad Nhong-Kor community school, including other 10 scholarships, computer, printer and many necessary equipment of more than 50,000 Thai Baht in Prajeenburi area. During year end, the Company had also donated winter accessories, scholarship to Nam Piang Din school in Mae Hong Sorn province and Toon Gae in Chiang Mai provice. The Company focuses on bringing a better quality to the community and reducing negative effects on society and environment because we believe that this will result in a strong and steady growth of the business tangibly, responsibly, culturally and philosophically.

Corporate Social Responsibility in a year ago

0U .KDMRKQSRQJ .DPGHH 0DQDJLQJ 'LUHFWRU DQG 0U 6XUL\DSRUQ %XQFKDL ,QGependent Director have offered the scholarship to 20 good students but needy and GRQDWHG FRPSXWHUV SULQWHUV DQG RWKHU HTXLSPHQW WR %DDQ <DQ 1DQJ :LQJ VFKRRO 6ULPDKDSR 3UDFKHHQEXUL

Energy Earth Annual Report 2013

Companyâ&#x20AC;&#x2122;s team has done activities for community relationship by visiting the neighbors near the plant and warehouse of the company.

Energy Earth Annual Report 2013

The company representative participated the annual merit event of health department of Nongkho, Cholburi.

Energy Earth Annual Report 2013

The company representative participated in supporting beverages to the health department of of Nongkho, Cholburi.

The company representative gave the scholarship to the students of schools nearby the plant and warehouse of the company at Sriracha, Chonburi.

Energy Earth Annual Report 2013

Mr. Khajohnpong Kamdee, Managing Director, gave the winter accessories, school supplies, and scholarship to the students who live far away at Baan Nam Piang Din

Mr. Khajohnpong Kamdee, Managing Director, gave the winter accessories, school supplies, and scholarship to the students who live far away at Baan Tung Kae School,

Energy Earth Annual Report 2013

Mr. Khajohnpong Kamdee, Managing Director, gave the library, winter accessories the students of Baan Kok Jan School, Trakarnpuchphol District, Ubonratchatani

Energy Earth Annual Report 2013

Internal Control and Risk Man nagem ment In the Board of Directors meeting no.1/2014 held on 28 February 2014, also attended by the 4 independent directors and 3 audit committee, the Company’s directors had evaluated the Company’s internal control and approved the management’s evaluation and the audit committee’s report. From the evaluation of the internal control in various 5 factors, which are the Company’s internal control, risk management, performance control, information system and tracking system, the Board of Directors had concluded that the internal control of the company is appropriate and sufficient. The Company had provided enough human resource to perform the business systematically and sufficiently. This also includes the prevention from any directors or authorized persons to misuse their power in the Company and its subsidiaries. The internal control also prevents mislead conflicts of interests, which were agreed by the board that the system was efficient and sufficient. The internal control auditing company is Accounting Specialist co., Ltd, who was auditing the internal control both quarterly and yearly for the year 2013 had also commented in the report that the Company may need to look at the 2 cases of the internal control which are the followings: 1. There were checks received during year end and were processed to the bank during the new year. 2. There were checks from some customers, of which such customers still informed not to process the fund. These issues had been occurring due to lack of communications between sales and finance department. However, the Company is preparing to remedy such issues by: For the 1st case, the Company had appointed employees to ensure that all checks must be processed timely by communication with customers effectively. For the 2nd case, the Company must ensure that sales team communicates with customers to issue checks’ dates according to their request to extend the check dates. The above actions must be acted immediately.

Energy Earth Annual Report 2013

The Company has a policy to outsource internal auditor. In the Board of directors’ meeting held on 15 October 2010, the Company had appointed Accounting Specialist to perform its duty as internal auditor starting from 1 November 2010, of which Accounting Specialist had appointed Dr. Surapa taibantuai, Managing Director to act as the head of internal auditor. The Board of Directors had considered qualification of Accounting Specialist Co., Ltd. and Dr. Surapa taibantuai and had agreed that such company is legible to perform such duty due to its freedom and 4 years of related experience with related training (CPIAT). The Board of Directors also appointed Mr. Thanawat Pratoomsuwan, Assistant Managing Director of Finance and Accounting to coordinate with the internal auditor. The consideration, approval, appointment, removal of the head of the internal audit will have to be approved by the audit committee, and the qualification of the head of the internal auditor is shown in the attached documents no. 3. Information on Head of the Company’s Internal Control 1. The Company appointed to perform duty as the head of the Company’s internal Control Name Accounting Specialist Co., Ltd. Company Registration No. 0125550000724 Address 64/65 Moo 1 Ratchpruek Road Tumbon Oamkred Pakkred Nonthaburi 11120 0 2924 3660 0 2927 9090 www. ansaccount.com 2. Person appointed from the appointed Company as the Head of the Company’s internal control Name Dr. Surapa Taibantuai Position Managing Director Education Bachelor Degree: Accounting, Suan Sunandha Rajabhat University General Management Accoutning, Valaya Alongkorn Rajabhat University Master Degree: Master of Business Administration: Eastern Asian University

Energy Earth Annual Report 2013

Doctorate Degree: Human Resources Improvement, Ramkamhaeng University Related Training Licensed Internal Auditor of Thailand (CPIAT) The Institute of Internal Auditors of Thailand Work Experience 2007 – Present, Director, Accounting Specialist Co., Ltd. 2004 – Present, Consultant of Business Development, TN Advance Intertrade Co., Ltd. 2004 – Present, Accounting Service, New Trical Co., Ltd. 2007 – Present, Accounting Service, Photo United Co., Ltd. 2006 – Present, Special guest speaker for a topic of modern management, accounting management, accounting system, tax planning, human resources management, modern KPI, private company management The Head of the Internal Control reports to the Audit Committee and the Management with the following responsibilities: 1. Review and report credibility and accuracy of financial statements, operational performance, including analyzing methods. 2. Review working system that may have impacts on the Company’s performance and report that the operational performance is complying with the policies, regulations and laws related. 3. Review assets management, including checking the true existence, usage and sufficiency of such assets. 4. Review the sufficiency of internal control of the Company to improve the standard of the internal control. 5. Review the efficiency of the working performance to ensure that there are always more rooms for improvement. 6. Perform other works relating to internal control assigned by the Audit committee and the Management. The Company’s directors had approved Compliance Policy by appointing all directors, the audit committee, management, departments, and employees to act according to law, including to enforce all employees to realize that all employees have duties and responsibilities to study and understand laws and regulations related to their range of work, and to perform them accordingly.

Energy Earth Annual Report 2013

In the Board of Directors meeting no.1/2014 held on 28 February 2014, also attended by the 4 independent directors and 3 audit committee, the Company’s directors had evaluated the Company’s internal control and approved the management’s evaluation and the audit committee’s report. From the evaluation of the internal control in various 5 factors, which are the Company’s internal control, risk management, performance control, information system and tracking system, the Board of Directors had concluded that the internal control of the company is appropriate and sufficient. The Company had provided enough human resource to perform the business systematically and sufficiently. This also includes the prevention from any directors or authorized persons to misuse their power in the Company and its subsidiaries. The internal control also prevents mislead conflicts of interests, which were agreed by the board that the system was efficient and sufficient. The internal control auditing company is Accounting Specialist co., Ltd, who was auditing the internal control both quarterly and yearly for the year 2013 had also commented in the report that the Company may need to look at the 2 cases of the internal control which are the followings: 1. There were checks received during year end and were processed to the bank during the new year. 2. There were checks from some customers, of which such customers still informed not to process the fund. These issues had been occurring due to lack of communications between sales and finance department. However, the Company is preparing to remedy such issues by: For the 1st case, the Company had appointed employees to ensure that all checks must be processed timely by communication with customers effectively. For the 2nd case, the Company must ensure that sales team communicates with customers to issue checks’ dates according to their request to extend the check dates. The above actions must be acted immediately. The Company has a policy to outsource internal auditor. In the Board of directors’ meeting held on 15 October 2010, the Company had appointed Accounting Specialist to perform its

Energy Earth Annual Report 2013

duty as internal auditor starting from 1 November 2010, of which Accounting Specialist had appointed Dr. Surapa taibantuai, Managing Director to act as the head of internal auditor. The Board of Directors had considered qualification of Accounting Specialist Co., Ltd. and Dr. Surapa taibantuai and had agreed that such company is legible to perform such duty due to its freedom and 4 years of related experience with related training (CPIAT). The Board of Directors also appointed Mr. Thanawat Pratoomsuwan, Assistant Managing Director of Finance and Accounting to coordinate with the internal auditor. The consideration, approval, appointment, removal of the head of the internal audit will have to be approved by the audit committee, and the qualification of the head of the internal auditor is shown in the attached documents no. 3.

Group Company’s directors: Mr. Khajohnpong Khamdee, Mr. Phiroon Phihakendr, Mr. Phipat Phihakendr, and Mr. Senee Hongsubchat are also the directors of PartnerLink Network Co., Ltd.

1. PartnerLink network Company Limited (previous known as WTEC Co., Ltd.)

The Company’s sharehold“Computer sys- ers: Mr. Phiroon Phitem retails hakendr, Mr. Khajohnpong and consult- Khamdee, Mr. Phipat Phihakendr, and Mr. Phiboon ant” Phihakendr are also the

Business Type

Relationship

Connected Party

Computer Equipment Purchases

Type of Connected Transaction

345

2555

Necessity/Rationale

Audit Committee’s Comments /

The audit committee considered and opined that the Company has the necessity to purchase the equipment with reasonable prices. The price has a reference market price. Purchasing the equipment from WTEC is convenient for after sales service because PartnerLink Network Co., Ltd. is located near

Audit Committee’s Comments

388 Cost for IT and system equipment for Company Group to benefit control and communication between departments within Company Group. The price and condition are regular and such price already includes post sales service.

2556

Transaction value (1,000 THB Unit)

1. Connected Transactions Information 1.1 Connected Transactions with Companies or Persons who may have Conflicts of Interests

Connected Tra ansac ctions

Energy Earth Annual Report 2013

shareholders of PartnerLink Network Co., Ltd in total of 53.5% of shares.

the Company. However, if there is similar transaction in the future, the price and condition received must be competitive to other companies.

Energy Earth Annual Report 2013

1.2 Commitment and Liability that may Occur Mr. Phisudhi Phihakendr, the Company’s director had guaranteed the Company’s loan the amount from a bank the amount of 7.9 million Baht (197.6 million Baht in the year 2012), of which the deal to clear off the loan is within the year 2014. Mr. Phisudhi Phihakendr had guaranteed without requiring any fees. Mr. Khajohnpong Khamdee and Mr. Phiroon Phihakendr, the Company’s directors had guaranteed loans from many banks the amount of 8501.1 million Baht (5186.9 million Baht in the year 2012), of which the deal to clear off the loan is within the year 2014. Mr. Phiroon Phihakendr and Mr. Khajohnpong Khamdee had guaranteed without requiring any fees. 1.3 Connected Transactions between the Company and its Subsidiaries Connected transactions between the Company and its subsidiaries including the pricing policies or connected transactions is shown in the Notes of Financial Statements no.6. 2. Measures and Procedures for the Approval of Connected Transactions The Board of Directors have considered and unanimously resolved that in the case of connected transactions with persons who may have conflicts of interests in the future, each case must be proposed to the Board of Directors Meeting for consideration and final approval. The meeting also requires the presence of audit committees to ensure that the transactions are transparent, appropriate, have reasonable pricing policies and generate the best profitability for the Company. The persons who may have conflicts of interests shall not have voting rights in the transactions. In the event that the audit committees do not possess the required knowledge or specialization to speculate such transactions, the Company shall assign individuals with the required knowledge or special expertise, such as the Auditor of the Company, the independent appraisers, to comment on such transactions to the Board of Directors or the Shareholders, depending on each case. However, the Company shall perform this procedure in accordance with laws and regulations of the Stock Exchange of Thailand and Securities and Exchange Commission. All connected transactions are to be disclosed in the auditor’s notes to financial statements, the Annual Report, and Form 56-1.

100

Energy Earth Annual Report 2013

3. Policies and Trends of Connected Transactions in the Future The Board of Directors had approved related policies regarding connected transactions between Companies and persons who may have conflicts of interests, that such transactions may be properly executed only if such transactions fall under the following categories: • Such transactions are done between parties that may have conflicts of interests, but such products or services have standard price and conditions which can be compared to other partners for transparency. • Such transactions are done between parties that may have conflicts of interests, the products are particular and may not be easy to find price comparisons, but can be proven that the gross profit generated by such transactions is at the appropriate and standard level. The conditions and terms are also managed regularly with good code of conduct. • Leasing activities or assets leasing to directors, management or persons who may have conflicts of interests are done within the period of 3 years and the value of such transactions is no more than 1 million baht by cumulating all leasing values for the period of 12 months. • The terms and agreements of the connected transactions must be in good code of conduct as if the agreements were to be done with other regular partners without any prejudices. • For future connected transactions that may occur, such transactions must be transparent and fall under the above categories and done for the best benefit of the Company and must be approved by the audit committee without votes from the persons who may have conflicts of interests. The Company must follow the regulations of the Stock Exchange of Thailand and SEC about connected transactions, of which will be summarized in Form 56-1 and the annual report (56.2).

101

Energy Earth Annual Report 2013

Financial Statements 1. Financial Statements Energy Earth Public Company Limited was registered as a listed company in the MAI Stock Exchange with the import and supply of coal as its main business. The head office of the Company is located at Thai CC Tower Fl.12 Room 125-128, South Sathorn road, Yannawa, Sathorn, Bangkok 10120. On 29 January 2013, the Company was approved to list in The Frankfurt Stock Exchange â&#x20AC;&#x201C; Open Market under Secondary Listing. This listing allowed 49 percent of the Companyâ&#x20AC;&#x2122;s existing ordinary shares of the paid-up capital to trade without increasing capital. On 2 January 2014, the Company was approved to trade in the Stock Exchange of Thailand (SET). This Financial Statement is provided and issued using US Dollars, which is covered by Accounting Standard No. 21 regarding the effects of currency exchanges. However, the SET and the Department of Business Development directed the Company to provide the Financial Statement in Thai Baht. Pursuant to such directive, the Company provided the details of the Financial Statement by converting the values in US Dollars to Thai Baht. The consolidated Financial Statement as of 31 December 2013 and 2012 is shown below:

Name of the Company Energy Perfect Co., Ltd. PT. Tri Tunggal Pitriati Earth Power Plants Co., Ltd.

Percentage Country of of Shares held by Incorporathe Company tion 2013 2012 Type of Business Thailand 100.00 100.00 Import and Supply of Coal Indonesia 99.90 99.90 Coal Mining Thailand 100.00 Power Plant Investments

102

Energy Earth Annual Report 2013

2. Report Summary of the Licensed Auditor The consolidated Financial Statement of Energy Earth Public Company Limited and its subsidiaries for the year ended on 31 December 2012 Auditor:

Ms. Wimolsri Jongudomsombat, a licensed auditor with license number 3899 from Karin Audit Co., Ltd.

Summary of Auditor’s Comments:

The auditor had audited on 31 December 2012 the consolidated Financial Statement of Energy Earth Public Company Limited and its subsidiaries, including the shareholders’ equity, cash flow balance, and other important accounting policies. The auditor concluded that as of 31 December 2012, the consolidated Financial Statement of the Company and its subsidiaries, including the overall outlook and the cash flow balance of the same ended date are accurate and sufficient in accordance with Financial Statement standard reporting standards.

The consolidated financial statement of Energy Earth Public Company Limited and the subsidiaries for the year ended on 31 December 2013 Auditor:

Mr. Boonlerd Kaewpanpruek, a licensed auditor with license number 4165 from BPR Audit and Advisory Co., Ltd.

Summary of Auditor’s Comments:

The auditor had audited on 31 December 2013 the consolidated Financial Statement of Energy Earth Public Company Limited and its subsidiaries, including the shareholders’ equity, cash flow balance, and other important accounting policies. The audit concluded that as of 31 December 2013, the consolidated Financial Statement of the Company and its subsidiaries, including the overall outlook and the cash flow balance of the same ended date are accurate and sufficient in accordance with Financial Statement standard reporting standards. The Company had also revised its goodwill record in the consolidated Financial Statement as of 31 December 2012 in relation to the Company’s backdoor listing in 2010. The revision of the previous year’s Financial Statement was found to be in accordance with Financial Statement standard reporting standards, and the auditor accordingly concluded that such revision was appropriately, accurately and properly done. The auditor had made a comment in the Notes to the Financial Statement No. 4 relating to changes in Accounting Policies No. 12 (Income Tax) and No. 21 (Effects on Currency Exchange) indicating that these changes were made without requiring any prerequisite conditions.

103

4,333.52 570.80

1,964.14 21.61 7,038.62

31.87 4.81 9.47 0.47 50.85

1,313.48

198.26

390.19

19.51

2,096.05

Other current assets

Total current assets

NON-CURRENT AS-

Inventories Loans and accrued interest income to related companies Advance payment from purchase of goods -

Current investments Trade and other receivables

148.55

Million THB

79.91

0.25

22.30

6.48

49.20

1.69

"Restated"

4.24

Million THB

"Restated"

174.61

CURRENT ASSETS Cash and cash equivalents

Items

104

8,491.27

43.91

1,225.11

1,029.34

5,959.29

233.62

Million THB

Consolidated Financial Statements 2011 2012 2013

(1) Table of Financial Statements

3. Summary of financial Statements

62.73

0.32

9.05

7.60

44.02

1.73

217.74

0.38

108.01

99.38

9.97

Million THB

13.37

0.02

6.63

6.10

0.61

5,482.85

17.66

883.35

2,445.84

570.80

1,441.89

123.31

Million THB

77.03

0.25

12.41

34.36

8.02

20.26

1.73

"Restated"

2013

8,966.17

38.28

5,819.36

547.41

1,058.02

1,310.75

192.35

Million THB

Separated Financial Statement 2012 %

"Restated"

2011

Energy Earth Annual Report 2013

83.74

0.36

54.35

5.11

9.88

12.24

1.80

TOTAL ASSETS

Deferred tax assets Other non-current assets Total non-current assets

Mining property rights

Deposits from financial institutions pledged as collateral Investments in subsidiaries Property, plant and equipment Assets not used operations

SETS

Items

242.04 163.10 825.37 12.81 1.05 1,769.67

7.00 4.21 27.34 0.23 0.03 49.15 100.00

288.67

173.35

1,126.86

9.61

1.06

2,025.63

4,121.68

8,808.29

525.30

Million THB

10.34

100.00

20.09

0.01

0.15

9.37

1.85

2.75

5.96

"Restated"

426.08

Million THB

"Restated"

105

13,536.60

5,045.33

2.66

20.85

4,180.63

174.83

242.44

423.92

Million THB

Consolidated Financial Statements 2011 2012 2013

100.00

37.27

0.02

0.15

30.88

1.29

1.79

3.13

1,628.98

1,411.24

0.28

4.60

2.05

1,333.52

70.79

Million THB

100.00

86.63

0.02

0.28

0.13

81.86

4.35

7,117.45

1,634.60

0.31

6.43

3.72

1,288.51

335.63

Million THB

100.00

22.97

0.00

0.09

0.05

18.10

4.72

"Restated"

2013

10,706.52

1,740.35

1.96

2.10

10.00

1,384.57

341.72

Million THB

Separated Financial Statement 2012 %

"Restated"

2011

Energy Earth Annual Report 2013

100.00

16.26

0.02

0.09

12.93

3.19

CURRENT LIABILITIES Bank overdrafts and shortterm loans from financial institutions Trade and other payables Short-term loans and accrued interest expenses from related company Current portion of long-term loans from financial institutions Current portion of liabilities under hire-purchase agreements Net form portions due within one year Income tax payable Other current liabilities

Items

Energy Earth Annual Report 2013

Separated Financial Statement 2011 2012 2013 "Restated" "Restated" Million % Million % Million % THB THB THB

0.34

0.08 2.76 0.08

14.13

3.29 113.65 3.16

304.80 3.79

2.20

14.19

233.30

4.37

180.04

3.46 0.04

0.02

0.16

2.65

106

206.21 2.34

2.81

13.88

384.25

1.52 0.02

0.02

0.10

2.84

0.30

0.28

10.04

0.02

0.62

124.44 1.79

0.33

1.02

624.79

1.75 0.03

0.01

8.78

151.23 1.69

1.11

253.35

1.41 0.02

0.01

2.37

1,896.57 46.01 5,142.09 58.38 8,470.43 62.57 247.11 15.17 3,278.68 46.07 5,685.31 53.10

Consolidated Financial Statements 2011 2012 2013 "Restated" "Restated" Million % Million % Million % THB THB THB

Total current liabilities NON-CURRENT LIABILITIES Long-term loans from financial institutions - net of current portion Net form portions due within one year Liabilities under hire-purchase agreements - net of current portion Net form portions due within one year Employee benefit obligations Deferred tax liabilities Total non-current liabilities TOTAL LIABILITIES

Items

1.93 214.88 251.05

0.04 7.36 8.63

1.55 303.15 355.83

2.85

2.44

0.02

0.04

0.35

126.57

103.75

2.32

3.75

16.75

0.94

0.77

0.02

0.03

0.12

9.34

7.36

1.03

0.95

0.57

0.45

0.06

2.17

0.29

1.26

0.62

0.03

0.02

0.01

26.72

22.83

1.41

2.48

0.25

0.21

0.01

0.02

107

2,566.67 62.27 5,951.42 67.57 9,206.49 68.01 267.07 16.39 4,033.22 56.67 6,119.41 57.16

3.62

0.15

6.32

30.62

1.09

44.81

Consolidated Financial Statements Separated Financial Statement 2011 2012 2013 2011 2012 2013 "Restated" "Restated" "Restated" "Restated" Million % Million % Million % Million % Million % Million % THB THB THB THB THB THB 2,210.84 53.64 5,700.37 64.72 9,079.92 67.08 257.73 15.82 4,031.05 56.64 6,092.69 56.91

Energy Earth Annual Report 2013

Consolidated Financial Statements 2011 2012 2013 "Restated" "Restated" Million % Million % Million % THB THB THB

Separated Financial Statement 2011 2012 2013 "Restated" "Restated" Million % Million % Million % THB THB THB

108

SHAREHOLDERS' EQUITY Paid-up Capital 2,554.17 61.97 2,605.50 29.58 2,956.55 21.84 2,554.17 156.80 2,605.50 36.61 2,956.55 27.61 Premium on shares 796.21 9.04 959.81 7.09 772.30 47.41 796.21 11.19 959.81 8.96 772.30 18.74 capital Discount on shares (1,800.00) (43.67) (1,800.00) (20.44) (1,800.00) (13.30) (1,800.00) (110.50) (1,800.00) (25.29) (1,800.00) (16.81) capital Adjustment of equity interests under (186.62) (4.53) (186.62) (2.12) (186.62) (1.38) reverse acquisition Total share capital 1,339.85 32.51 1,415.09 16.07 1,929.74 14.26 1,526.47 93.71 1,601.71 22.50 2,116.36 19.77 Retained earnings Appropriated for 2.95 0.07 95.20 1.08 155.20 1.15 75.20 1.06 135.20 1.26 legal reserve Unappropriated 138.57 3.36 1,370.72 15.56 2,160.78 15.96 (188.15) (11.55) 1,478.01 20.77 2,244.22 20.96 Other components (25.26) (0.29) 83.26 0.62 23.59 1.45 (70.69) (0.99) 91.33 0.85 72.54 1.76

Items

Energy Earth Annual Report 2013

of shareholders' equity Equity attribuable to owners of the parent company Non-controlling interests TOTAL SHAREHOLDERS' EQUITY TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

Items

1.12

2,855.75

32.43

0.01

32.42

4,330.11

1.13

4,328.98 -

1,361.91

31.99 1,361.91

0.01

31.98

3,084.23

83.61 3,084.23

83.61

43.33

4,587.11

42.84

Separated Financial Statement 2011 2012 2013 "Restated" "Restated" Million % Million % Million % THB THB THB

109

4,121.68 100.00 8,808.29 100.00 13,536.60 100.00 1,628.98 100.00 7,117.45 100.00 10,706.52 100.00

37.73 2,856.87

0.03

1.10

1,555.01

37.70

1,553.91

Consolidated Financial Statements 2011 2012 2013 "Restated" "Restated" Million % Million % Million % THB THB THB

Energy Earth Annual Report 2013

Administrative expenses Management benefit expenses Loss on exchange rate

Selling expenses

Cost of sales

EXPENSES

Total Revenues

Gain on exchange rate Other incomes

Revenue from sales Dividend income

REVENUES

Items

1.71

0.30 -

14.06

1.90

82.79

80.74

89.55

3,898.67

100.00

18.63

18.41

102.96

188.76

8,289.10

10,474.21

22.30

0.18

8.49

4,709.39

0.34

15.78

10,451.91

Million THB

99.48

0.18

0.98

1.80

79.14

100.00

0.21

99.79

"Restated"

4,685.12

Million THB

"Restated"

110

180.13

21.74

145.60

236.09

11,282.54

13,522.15

12.44

13,509.71

Million THB

Consolidated Financial Statements 2011 2012 2013

(2) Summary Tables of Profit and Loss Statements

Energy Earth Annual Report 2013

1.33

0.16

1.08

1.75

83.44

100.00

0.09

99.91

14.06

43.90

10.19

666.98

773.67

0.46

773.21

Million THB

1.82

5.67

1.32

86.21

100.00

0.06

99.94

"Restated"

2011

18.41

84.02

163.77

2,601.13

4,844.71

309.19

14.18

1,140.00

3,381.34

Million THB

0.38

1.73

3.38

53.69

100.00

6.38

0.29

23.53

69.79

"Restated"

120.55

21.74

103.74

236.09

6,444.42

8,494.73

258.86

8,235.87

Million THB

Separated Financial Statement 2012 2013

1.42

0.26

1.22

2.78

75.86

100.00

3.05

96.95

PROFIT BEFORE INCOME TAX Income tax expense PROFIT FOR THE YEAR Non-controlling interests Profit for the year attributable to owner of the parent company

Total Expenses

Finance costs

Items

11.86

(9.10)

19.52 -

7.66

(428.53)

919.14

360.65

88.14

1.44

558.49

4,150.90

67.88

Million THB

"Restated"

1,324.40

(0.01)

1,324.41

(377.28)

1,701.69

8,772.52

154.66

Million THB 1.48

12.64

(3.60)

16.25

83.75

"Restated"

111

1,110.60

(0.01)

1,110.61

(252.76)

1,363.37

12,158.78

292.68

Million THB

Consolidated Financial Statements 2011 2012 2013

8.21

(1.87)

10.08

89.92

2.16

31.49

742.18

7.05

Million THB

4.07

95.93

0.91

1,741.36

(165.40)

1,906.76

2,937.95

70.62

Million THB

35.94

(3.41)

39.36

60.64

1.46

"Restated"

1,086.74

(284.49)

1,371.23

7,123.50

196.96

Million THB

Separated Financial Statement 2012 2013 %

"Restated"

2011

Energy Earth Annual Report 2013

12.79

(3.35)

16.14

83.86

2.32

Energy Earth Annual Report 2013

(3) Summary of Cash Flows Statements Items

Separated Financial Statement

Consolidated Financial Statement 2011

2012

2013

2011

2012

Restated

2013

Restated

558.49

1,701.69

1,363.37

31.49

1,906.76

1,371.24

23.83

25.45

25.19

0.19

0.63

1.22

268.64

536.98

2.39

(4.65)

8.00

9.10

Loss on obsolete inventories (Reversal of)

(1.11)

1.11

(1.11)

Reversal of loss on impairment of fixed assets

11.78

(2.20)

Profit from selling fixed assets

(0.18)

0.43

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments to Depreciation Amortization of mining property rights Bad debts and doubtful debts (Reversal of)

Loss on written-off assets Loss from sales and reversed leasing

0.01

Employee benefit expenses

0.46

0.38

0.39

0.22

0.23

0.14

Unrealized loss on foreign exchange rate

0.74

8.18

15.78

4.67

33.77

(26.56)

(60.95)

164.17

(62.44)

285.90

Dividend income

(1,140.00)

Interest expenses

59.56

125.18

274.94

6.88

61.20

183.51

Exchange differences on translating of functional currency

112

Energy Earth Annual Report 2013

Items

Separated Financial Statement

Consolidated Financial Statement 2011

2012

Restated

630.52

2,062.15

2,385.51

38.78

772.16

1,883.77

(1,005.41)

(3,015.39)

(1,633.77)

(98.90)

(1,342.50)

122.03

(5.88)

(372.54)

(457.43)

(571.91)

(486.11)

(261.99)

(1,573.95)

739.03

(108.28)

(775.34)

(4,936.01)

Other current assets

(0.94)

(2.10)

(22.28)

(0.37)

(17.26)

(20.62)

Other non-current assets

(0.64)

0.01

(1.61)

(0.27)

(0.03)

(1.65)

(138.17)

52.12

139.31

8.99

611.76

(375.81)

(4.40)

0.63

(1.57)

0.08

1.49

(0.21)

(786.91)

(2,849.07)

1,147.19

(159.97)

(1,321.63)

(3,814.61)

Cash paid for interest expenses

(60.31)

(124.05)

(265.65)

(6.84)

(58.20)

(181.50)

Cash paid for income tax and withholding tax deducted at source

(87.89)

(246.51)

(285.00)

(36.56)

(259.84)

Net Cash Provided by (Used in) Operating Activities

(935.11)

(3,219.63)

596.54

(166.81)

(1,416.39)

(4,255.95)

Profit before changes in operating assets and liabilities

2013

2011

2012

Restated

2013

Decrease (Increase) in operating assets Trade and other receivables Inventories Advance payment from purchase of goods

Increase (Decrease) in operating liabilities Trade and other payables Other current liabilities Cash generated (paid) from operations

113

Energy Earth Annual Report 2013

Items

Consolidated Financial Statement 2011 2012 Restated

CASH FLOWS FROM INVESTING ACTIVITIES (Increase) Decrease in deposits at financial institutions pledged as collateral (Increase) Decrease in short-term loan and accrued interest income to related companies Cash paid for purchase of property, plant and equipment

2013

Restated

Separated Financial Statement 2011

2012

Restated

2013

(235.59)

(99.22)

122.84

(70.64)

(264.84)

9.85

(2,444.03)

1,884.05

(61.07)

(1.87)

(4.16)

(0.67)

(2.44)

(3.95)

1.41

(3,864.15)

1.10

Cash paid for investment in subsidiary

(3.25)

Dividends received Net Cash Provided by (Used in) Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in bank overdraft and shortterm loans from financial institutions Increase (Decrease) in short-term loans from related company Cash paid for long-term loans from financial institutions Cash paid for liabilities under hirepurchase agreements

1,140.00

(295.25)

(101.09)

(3,745.47)

(70.21)

(1,571.31)

1,886.70

1,378.20

3,239.39

2,997.78

247.11

3,025.44

2,185.08

1.00

(1.00)

(15.96)

(15.63)

(16.35)

(4.38)

(3.79)

(2.62)

(0.12)

(0.28)

(0.51)

1.10

75.24

514.65

75.24

514.65

(260.42)

1,358.96

3,295.21

3,233.04

246.99

3,101.40

2,437.80

128.60

(25.51)

84.11

9.97

113.70

68.55

Cash received from equipment selling Cash paid for acquisition of mining property rights Cash received from selling investments in subsidiaries

Proceeds from increase in share capital Dividends paid Net Cash Provided by Financing Activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

114

Energy Earth Annual Report 2013

Items

Consolidated Financial Statement 2011 2012 Restated

Gain (Loss) on foreign exchange of cash and cash equivalents Cash Received from the purchase of subsidiaries Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year

2013

Restated

Separated Financial Statement 2011

2012

Restated

2013

1.09

(0.55)

0.96

(0.36)

0.49

0.03

44.89

174.61

148.55

9.97

123.31

174.61

148.55

233.62

9.97

123.31

192.35

4. Important Financial Ratios

Item

Consolidated Financial Statement 2011 2012

2013

Separated Financial Statement 2011

2012

Restated

2013

Restated

Liquidity Ratio (times)_

0.95

1.23

0.94

0.84

1.36

1.47

Quick Liquidity Ratio (times)_

0.66

0.77

0.67

0.42

0.22

0.23

Cash flow ratio (times) Account Receivables turnover ratio (times)

(0.60)

(0.81)

0.08

(1.29)

(0.66)

(0.84)

5.93

3.77

2.66

15.72

7.99

8.25

Average Collecting Period (days)

60.71

95.43

135.35

22.90

45.05

43.61

Inventory Turnover Ratio (times)

20.12

21.56

14.10

9.11

7.91

Average Selling Period (days)

17.89

16.70

25.53

39.50

45.49

Account payables turnover ratio (times)

18.20

82.82

113.99

2,838.21

10.99

27.24

Repayment Period (days) Advance payment for purchase of goods ratio (times) Advance Payment for purchase of goods period (days)

19.78

4.35

3.16

0.13

32.75

13.22

15.05

7.04

7.08

12.35

5.25

1.92

23.92

51.12

50.88

29.15

68.60

187.21

Cash Cycle (days)

82.74

158.91

208.60

51.92

120.41

263.11

Liquidity Ratio

115

Energy Earth Annual Report 2013

Profitability Ratio Gross Profit Ratio ( % )

16.79

20.69

16.49

13.74

23.07

21.75

Gross Profit Ratio from Operations ( % )

12.85

17.55

12.17

4.92

15.20

15.90

0.52

0.21

0.09

0.06

30.21

3.05

(155.31)

(175.55)

36.29

(438.05)

(275.56)

(325.05)

Net Profit Ratio ( % )

19.52

12.64

8.21

4.07

35.94

12.79

Return on Equity Ratio( % )

97.03

60.04

30.91

4.03

78.33

28.33

33.70

20.49

9.94

3.44

39.82

12.19

267.03

508.70

468.87

3,090.73

60,380.94

15,859.48

1.73

1.62

1.21

0.85

1.11

0.95

1.65

2.08

2.13

0.20

1.31

1.33

Interest Coverage Ratio (times)

(21.09)

(24.26)

0.17

(24.66)

(23.40)

(24.05)

Obligation Coverage Ratio (Times)

(11.49)

(151.23)

0.14

(211.15)

(520.73)

(15.81)

23.45

23.96

Other Gross Profit Ratio ( % ) Cash to Profitibility Ratio ( % )

Efficiency Ratio Return on Assets Ratio( % ) Return on Fixed Assets Ratio ( % ) Assets Turnover Ratio (Times) Financial Policy Ratio Debt to Equity Ratio (times)

Dividend Payout Ratio ( % )

116

Energy Earth Annual Report 2013

Management Discussion and Analy ysis (MD&A)

1.Managementâ&#x20AC;&#x2122;s Discussion and Analysis of Financial Conditions and Overall Performance. Overall Outlook and Previous Performance Energy Earth Public Company Limited and its Subsidiaries started importing and supplying Bituminous coal since 2005. In 2011, the Company bought a coal mine owning company as is subsidiary. In 2012, the Company entered into a coal mining joint venture agreement with a company in Myanmar. In 2013, the Company decided to purchase another coal mine in Indonesia which resulted to increased coal reserves, more customers, and increased cost efficiency. The Company is consistently growing. In 2013, the Company had revenue of 13,510 million baht, which represents a 29% rate of increase, in contrast to the revenue of 10,452 million baht for the previous year. This growth was achieved due to increasing demand for coal, global economic growth, and fuel prices which results to increasing fuel costs which in turn attracts customers to resort to coal as a cheaper alternative source of energy. The Company increased its customer base by having more domestic customers, and having more international end users particularly in China. The Companyâ&#x20AC;&#x2122;s international sales revenue was 73% of the total revenue in 2013 (84% in 2012), and its domestic sales revenue was 27% of the total revenue in 2013 (16% in 2012). The Company generated a gross profit of 2,227 million baht in 2013, and 2,163 million baht in 2012, representing an increase of 64 million baht, but with the gross profit percentage per revenue for 2013 and 2012 at 16.49% and 20.69%, respectively. The lower outcome occurred due to the lower coal prices in 2013, compared to those in 2012. However, because the Company could control its cost from its own mines, it was able to manage its expenses and logistic costs with its partners. The Company generated a net profit of 1,110 million baht in 2013 and 1,324 million baht in 2012, which represent 8% net profit in 2013 and 13% net profit in 2012. The profit decrease of 214 million baht in 2013 was due to foreign currency exchange losses in the amount of 161 million baht, and increased financial costs for various loans from financial institutions for the working capital.

117

Energy Earth Annual Report 2013

1.1 Overall Performance Analysis Revenue Revenue Type

Revenue From sales Domestic International Total Income from Coal Sales Other Income Total Income

Consolidated Financial Statement 2013 2012 Increase(Decrease) “Restated” Million % Million % Million % baht baht baht 3,624 9,886 13,510 12 13,522

27 73 100 0 100

1,649 16 8,803 84 10,452 100 22 0 10,474 100

1,975 1,083 3,058 (10) 3,048

The Company generated revenue in the amount of 13,522 million baht in 2013, which represents an increase of 3,058 million baht or a 29% increase from the previous year, which can be broken down into an increase of 3,048 million baht from coal sales, and 10 million baht from other factors. The increase of revenue in the amount of 3,058 million baht from coal sales is explained by the following facts: 1. In 2013, the Company had increased domestic sales in the amount of 1,975 million baht or 120% from the previous year due to increased sales by 113%, while maintaining the average selling price similar to those in the previous year. The Company also increased its domestic customer base across industries which use coal as main fuel source, and had more customers that purchase coal on whole-vessel basis rather than on retail volume. 2. In 2013, the Company had increased international sales in the amount of 1,083 million baht or 12% from the previous year due to increased sales by 33%, although the average selling price decreased by 15% due to the declining global market prices. Nevertheless, the global demand for coal remains considerable high, which resulted to the higher international sales volume in 2013. The Company’s international customer base continues to grow because of the Company’s increased credibility due to its ownership of coal mines. 118

120 12 29 (44) 29

Energy Earth Annual Report 2013

3. In 2013, the Company had increased its domestic and international customer bases due to the increasing oil price in the global market which substantially impacts customers’ preference for cheaper fuel sources, which explains the higher demand for coal and the higher revenue for the Company. The Other Income decreased by 10 million baht or 44% from the previous year due to lower interests from the guaranteed loans. Cost of Sales Total Cost of Coal Sales in 2013 was 8,289 million baht, which represents an increase of 2,994 million baht or 36% from the previous year. The Cost of Coal Sales’ increased rate was higher than the revenue’s increased rate, which was due to having 45% higher sales volume with the average cost of sales decreasing by only 6%. Despite the higher costs of production and higher logistics expense for items such as port charges, logistics by trucks and mother vessels, labor costs and others, the Company was able to manage and control costs effectively by using coal from the Company’s own mines. Most of the costs are from raw coal materials and freights costs, while the other costs include those for port charges, in-land logistics, labor, maintenance, depreciation and others. Costs • Total Cost of Sales in 2013 was 236 million baht, which represents an increase of 47 million baht or 25% from the previous year. Such increase was matched with the sales volume of the Company. The items for the Cost of Sales consist of logistics and employees’ salary which were higher due to increased sales volume. • Total Cost of Administration in 2013 was 146 million baht, which represents an increase of 43 million baht or 41% from the previous year. Such increase was due to the provision of doubtful accounts during the year, higher costs of hiring more employees, higher international communication costs and higher sales volume. • Total loss from the currency exchange in 2013 was 180 million baht, which represents an increase of 162 million baht or 827% due to the fluctuating currency exchange during that year. • Finance Cost in 2013 was 293 million baht, which represents an increase of 162 million baht or 89% due to loans from financial institutions for the Company’s operations. • Income tax expense in 2013 was 253 million baht, which represents a decrease of 125 million baht or 33% due to lower profit from operations and the lower tax rate from 23% in 2012 to 20% in 2013. 119

Energy Earth Annual Report 2013

Ability to Generate Profit The Company’s gross profit was 2,227 million baht in 2013, in contrast to 2,163 million baht in 2012. The gross profit increase of 64 million baht results to gross profit per coal sales ratio of 16.49% and 20.69% for 2013 and 2012, respectively. The decrease was due to the decreased coal price in the global coal market, which resulted to lower international sales prices without the concurrent decrease in costs. The costs of production, logistics, labor and port charges also increased from the previous year, which resulted to lower gross profit ratio. However, the Company managed to control costs by using coal from its own mine and that of its subsidiaries, and by negotiating better coal purchase terms with partners in exchange with significant increase in sales volume. The Company’s earnings before interest and tax was 1,656 million baht in 2013, in contrast to 1,856 million baht in 2012, representing a profit percentage of 12% in 2013, and 18% in 2012. The earnings before interest and tax decreased by 200 million baht or 11%, in contrast to that of 2012, because of the 162 million baht loss due to higher currency exchange rates, and an increase of 43 million baht for Cost of Administration due to the Company’s personnel growth which requires increased costs for employees’ compensation, international communication expense and provision of doubtful accounts. The Company’s net profit was 1,110 million baht in 2013, and 1,324 million baht in 2012 respectively, which represented net profit percentage of 8% in 2013 and 13% in 2012. In 2013, net profit decreased 214 million baht because of the decreased gross profit mentioned above and higher financial costs occurred from loans from financial institutions. Return on Equity From the Net Profit in 2013 and in 2012, the Company’s return on equity was 31% and 60%, respectively, which was due to decreased Net Profit. The shareholders’ equity increased because of the capital increase due to the exercise of warrants for conversion into ordinary shares, which resulted to an increase of 351 million baht paid-up capital and premium share amount of 164 million baht.

120

Energy Earth Annual Report 2013

1.2 Financial Analysis Assets The Total Assets of the Company consistently grew from 8,808 million baht in 2012 to 13,537 million baht in 2013, which represents 54% from that of 2012. The respective figures of the year ended for these 2 years are as follows: Item

Consolidated Financial Statement 2013 2012 Increased (Decreased) "Restated" Million % Million % Baht Baht

Current Assets Cash and cash equivalents

233.62

Trade and Other Receivables Inventory Advance Payment for Purchase of Goods Other Current Assets Total Current Assets Total Non-Current Assets Deposits from financial institutions pledged as collateral Property, plant and equipment Assets not used operations Mining property rights Deferred tax assets Other non-current assets Total noncurrent assets Total Assets

121

148.55

85.07 1,625.77 458.54 (739.03) 22.30 1,452.65

57.27 37.52 80.33 (37.63) 103.19 20.64

5,959.29 1,029.34 1,225.11 43.91 8,491.27

4,333.52 570.80 1,964.14 21.61 7,038.62

423.92

525.30

(101.38) (19.30)

242.44 174.83 4,180.63 20.85 2.66 5,045.33

242.04 163.10 825.37 12.81 1.05 1,769.67

0.40 0.17 11.73 7.19 3,355.26 406.52 8.04 62.76 1.61 153.33 3,275.66 185.10

13,536.60

8,808.29

4,728.31

53.68

Energy Earth Annual Report 2013

The Company’s current assets value increased from 7,039 million baht in 2012 to 8,491 million baht in 2013, which represents an increase of 1,453 million baht. The respective increases represent 80% and 63% of the Total Assets for 2012 and 2013. The increase in the current assets of the Company was due to increased account receivables corresponding to higher sales, and to more domestic and international customer customers. The Company’s non-current assets value increased from 1,770 million baht in 2012 to 5,045 million baht in 2013, which represents an increase of 3,275 million baht. The respective increases represent 20% and 37% of the Total Assets for 2012 and 2013. The increase in the non-current assets of the Company was due to the purchase of the new mine in Indonesia in 2013 which resulted to securing coal reserves for customers. Accounts Receivables and other Receivables The Company’s accounts receivables during the year 2013-2012 can be categorized in accordance with the receivable’s respective due date as shown below: Item

Not yet due Overdue Within 3 months 3-6 months 6-12 months more than 12 months Total Allowance For Provision of Doubtful Accounts Total Accounts receivable Other Receivable

Consolidated Financial Statement 2013 2012 Increase (Decrease) "Restated" Million % Million % Million % baht baht baht 2,916.77 48.94 3,876.69 89.46 (959.92) (24.76) 2,659.31 310.18 17.08 3.56 5,906.90 (12.23)

44.62 5.20 0.29 0.06 99.12 (0.21)

354.46 15.95 0.16 4.37 4,251.63 (4.22)

8.18 0.37 0.00 0.10 98.11 (0.10)

2,304.85 650.24 294.23 1,844.70 16.92 10,575.00 (0.81) (18.54) 1,655.27 38.93 (8.01) 189.81

5,894.67

98.92

4,247.41

98.01

1,647.26

38.78

47.59

0.80

54.83

1.27

(7.24)

(13.20)

122

Energy Earth Annual Report 2013

Advance Payment Total

17.03 0.29 5,959.29 100.00

31.28 0.72 4,333.52 100.00

(14.25) 1,625.77

(45.56) 37.52

The Company has a policy of providing the credit term of 30-90 days to most domestic customers, and the Letter of Credit (L/C) for international customers. The period of the credit term is determined in accordance with various factors such as previous transactions and industry competitiveness along different time frames. The Company has a policy of setting doubtful accounts by taking into account the due date of the accounts receivable. Customers who have established credibility by paying on time are not included in the list of doubtful accounts. The total value of the doubtful accounts was 4.22 million baht in 2012 and 12.23 million baht in 2013, respectively. Most of these doubtful accounts are now subject of legal processes under appropriate legal institutions. Most of the accounts receivable involve accounts that are not yet due and those that are less than 3 months overdue, and these accounts make up 94% of the total accounts receivable in 2013, and 98% in 2012. However, on 31 December 2013, the total of the more than 3 months overdue accounts receivable was 310 million baht which represents 45% of total accounts receivable and other receivables, while the total of the more than 6 months overdue accounts was 17 million baht, and the total of the more than 12 months overdue accounts was 4 million baht. Most of other accounts receivable of the Company consist of tax revenue accounts receivable. In 2013, the other accounts receivable was 48 million baht, which represents a decrease of 7 million baht or 13% from 2012. Most of the Companyâ&#x20AC;&#x2122;s advance payment was for service and insurance payments. In 2013, the total advance payments was 17 million baht, which represents a decrease of 14 million baht or 46% from 2012, as a result of turning advance payments into expenses for such period.

123

Energy Earth Annual Report 2013

Inventory The Company had an inventory as of 31 December 2013 and 2012 with the following categories: 2013 Item

Finished Goods Raw Material Crude Oil Goods in Transit Total Allowance for Damaged Goods Net

Million baht 263.29 765.18 0.87 1,029.34

Consolidated Financial Statement 2012 Increase (Decrease) "Restated" % Million % Million % baht baht 25.58 263.29 100.00 74.34 519.03 246.15 47.43 0.08 0.89 0.02 (0.02) (2.25) 51.98 1.20 (51.98) (100.00) 100.00 571.90 13.20 457.44 79.99

1,029.34 100.00

(1.10) (0.03) 570.80 13.17

1.10 (100.00) 458.54 80.33

Finished Goods refer to coal that are aggregated and ready for delivery to customers. The Company has a policy of producing finished goods in volumes just sufficient for selling without having to store excessive amounts in stock. This policy avoids added unnecessary costs. The inventory for finished goods as of 31 December 2013 increased by 100% to ensure sufficient delivery of supply to customers for the 1st quarter of 2014. Raw Material refers to the raw coal that is imported from Indonesia and stocked in the Company’s storage areas for aggregation processes. Crude Oil refers to the fuel oil which is used by the Company’s trucks which load and unload coal, and includes fuel oil which is sold to the Company’s logistics partner at the storage areas for purposes of convenience and efficient use of time. However, the Company has no intention to make profit from selling fuel oil.

124

Energy Earth Annual Report 2013

Goods in Transit refer to the coal that is in transit to the Sriracha Plant. Consolidated Financial Statement Important Financial Ratios 2013 2012 Trade Receivables Turnover Ratio 14.10 21.56 Collection Period (Days) 25.53 16.70 Remarks : 1/ Inventory Period = (360/ (Cost of Sales/Each Type of Inventory) The Company had increased its average sales period from 16.70 days in 2012 to 25.53 days in 2013 because of the Companyâ&#x20AC;&#x2122;s sales growth, which requires the Company to stock more in inventory to ensure sufficient delivery for high volume customers. Nevertheless, the Company still managed to keep the average sales period be no more than 30 days by well coordinating the procurement, production and sales terms. Advance Payment for Goods The Company had advance payments for goods amounting to 1,225 million baht as of 31 December 2013 and 1,964 million baht as of 2012, which represents a decrease amounting to 739 million baht or 38%. Such decrease was due to the fact that while there were higher procurement volumes and higher sales volumes, these figures were deducted from the advance payment for goods and not added to increase the advance payment for good because the Company used coal from its own mine to supply the customers. Coal Mining Concessions Rights

Balance as at 1 January 2012 as restated Amortization - Coal Mining Concessions Rights Exchange Differences on Conversion of the financial statements. Balance as at 1 January 2012 as restated Acquisitions during the year - at cost. Amortization - Coal Mining Concessions Rights Exchange Differences on Conversion of the financial statements. Balance as at 31 December 2013 125

Million Baht Consolidated Financial Statement 1,126.86 (268.64) (32.85) 825.37 3,864.15 (536.97) 28.08 4,180.63

Energy Earth Annual Report 2013

As of 31 December 2013, the Company had rights of mining concessions at the amount of 4,181 million baht, which is an increase of 3,355 million baht or 407% from the previous year because during the year 2013, the Company had purchased rights of concessions from JHOSWA MAHAKAM MINERAL (“JMM”) in Indonesia by cash payment method for 3,864 million baht. The mine has coal reserve amount of 43 million tons. Liabilities The Company’s total liabilities was 9,206 million baht in 2013, and 5,951 million baht in 2012. The total liability increased from 3,255 million baht or 55%, and the debt to equity ratio was 2.13 in 2013 and 2.08 in 2012. In 2013, the debt to equity ratio was slightly higher as most of the liabilities are current liabilities, of which overdraft and short term loans from financial institutions represent 92% in 2013 and 86% in 2012. Total Liabilities consist of the followings: Consolidated Financial Statement 2013 2012 Increased (Decreased) "Restated" Million % Million % Baht Baht

Item

Current Liabilities Overdrafts and Short Term Loans from Financial Institutions Trade and Other Accounts Payable Long Term loans with financial institutions Portions due within one year Liabilities under hire-purchase agreement Portions due within one year Income Taxes Payable Other Current Liabilities Total Current Liabilities Non-current liabilities Long Term loans with financial institutions Net from portions due within one year 126

8,470.43

5,142.09

3,328.34

64.73

384.25

233.30

150.95

64.70

13.88

14.19

(0.31)

(2.18)

2.81 206.21 2.34 9,079.92

2.20 304.80 3.79 5,700.37

0.61 27.73 (98.59) (32.35) (1.45) (38.26) 3,379.55 59.29

16.75

30.62

(13.87) (45.30)

Energy Earth Annual Report 2013

Consolidated Financial Statement 2013 2012 Increased (Decreased) "Restated" Million % Million % Baht Baht

Item

Liabilities under hire-purchase agreement Net from portions due within one year Employees Benefit Obligations Deferred Tax Liabilities Total Non-Current Liabilities Total Liabilities

3.75 2.32 103.75 126.57 9,206.49

3.62 1.93 214.88 251.05 5,951.42

3.59 0.13 0.39 20.21 (111.13) (51.72) (124.48) (49.58) 3,255.07 54.69

Current Liabilities Most of the Companyâ&#x20AC;&#x2122;s liabilities are current liabilities which are consistently increasing, wherein overdraft and short term loans from financial institutions increased from 5,142 million baht in 2012 to 8,470 million baht in 2013. The Company used these loans for its effective cash flow for operations. Interest-bearing Liabilities Item Interests-Bearing Liabilities Current Liabilities Overdrafts Promissory Notes Trust Receipts Creditor of the Discounted Loans for Export Total Overdrafts and Short Term Loans from Financial Institutions Long Term Loans with Financial Institutions Portions due within one year

Consolidated Financial Statement 2013 2012 Increase (Decrease) "Restated" Million % Million % Million % baht baht baht 26.01 916.70 3,541.55 7.92 3,978.25 8,470.43 13.88 127

0.31 52.99 1.02 (26.98) 10.77 899.47 17.32 17.23 41.63 2,204.26 42.45 1,337.29 0.09 197.63 3.81 (189.71) 46.76 1,787.74 34.43 2,190.51 99.56 5,142.09 99.02 3,328.34 0.16

14.19

0.27

(0.31)

(50.92) 1.92 60.67 (95.99) 122.53 64.73 (2.18)

Energy Earth Annual Report 2013

Item Liabilities under hire-purchase agreements Portions due within one year Total Current Interest-Bearing Liabilities Non-Current Liabilities Long Term Loans with Financial Institutions Net from portions loan within one year Liabilities under hire-purchase agreements Net from portions loan within one year Total Non-Current Interests-Bearing Liabilities Total Interests-Bearing Liabilities Shareholders' Equity Ratio of Interests-Bearing Liabilities to Shareholders' Equity

Consolidated Financial Statement 2013 2012 Increase (Decrease) "Restated" Million % Million % Million % baht baht baht 2.81 0.03 2.20 0.04 0.61 8,487.12 99.76 5,158.48 99.34 3,328.64

16.75

(13.87)

(45.30)

0.04 3.62 0.07 0.13 0.24 34.24 0.66 (13.74) 100.0 100.0 8,507.62 0 5,192.72 0 3,314.90 4,330.11 2,856.87 1,473.24 1.96 1.82

3.59 (40.13)

3.75 20.50

0.20

30.62

0.59

27.73 64.53

63.84 51.57

The Companyâ&#x20AC;&#x2122;s interests-bearing liabilities are based on overdrafts, promissory notes, trust receipts, short term loans, and leasing liabilities. The Companyâ&#x20AC;&#x2122;s interests-bearing liabilities as of 31 December 2013 and 2012 were at 8,508 million baht and 5,193 million baht, respectively. The interests-bearing liabilities to equity ratio were at 1.96 times in 2013 and 1.82 times in 2012, respectively. The higher figures were due to loans from financial institutions which support the Companyâ&#x20AC;&#x2122;s growth and liquidity for performing its business.

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Overdraft and Loans from Financial Institutions As of 31 December 2013 and 2012, the Company’s over draft and short term loans were 8,470 million baht and 5,142 million baht respectively. The long term loans from financial institutions were 31 million baht in 2013 and 45 million baht in 2012. The total was 99.9% from the total interests-bearing liabilities, wherein most of them were loans under trust receipt contracts and loans for export. The Company’s loan under trust receipt contracts were 3,542 million baht in 2013 and 2,204 million baht in 2012, respectively, representing 42% to total interests-bearing liabilities for 2 years. Loans for export use were 3,978 million baht in 2013 and 1,788 million baht in 2012, respectively, representing 47% and 34% to total interest-bearing liabilities respectively. Most of the loans were used for production to support the Company’s higher sales growth. As of 31 December 2013, the Company’s overdraft, credit facilities for export and short term loans were 12,621 million baht (6,582 million baht as of 31 December 2012). Such amounts had floating interest rates. The Company’s long term loans from financial institutions were 31 million baht in 2013 and 45 million baht in 2012. The decrease of 14 million baht occurred due to clearings between periods. The details of the Company long term loans from financial institutions are as follows: 1st amount, 3.81 million baht: The Company had been appointed to pay interests including capital monthly at a rate of 0.07 million baht per month for 60 months period, of which the Company had paid the first month rate since December 2009, and the interest rate is MLR per year. 2nd amount, 80 million baht: The Company had been appointed to pay back the capital monthly at a rate of 1.12 million baht per month for 72 months period, of which the Company had paid the first month rate since May 2010. The interest rate is MLR per year.

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Trade Account Payables and Other Account Payables Details of account payables as of 31 December 2013 and 2012 are as follows: 2013 Item

Trade Accounts Payable Expenses Payable Other Accounts Payable Total

Million baht 125.92 252.12 6.20 384.24

Consolidated Financial Statement 2012 Increase (Decrease) "Restated" % Million % Million % baht baht 32.77 72.03 30.88 53.89 74.82 65.62 160.98 69.00 91.14 56.62 1.61 0.28 0.12 5.92 2,114.29 100.00 233.29 100.00 150.95 64.70

The company’s trade accounts payable was 126 million baht in 2013 and 72 million baht in 2012, which represent an increase of 54 million baht or 75%. The accounts payable turnover ratio was 114 times in 2013, and 83 times in 2012, or an average payment period of 3 and 4 days, respectively. The higher trade accounts payable was due to higher production costs and higher sales growth. The Company’s accrued expenses amounted to 252 million baht as of 31 December 2013 and 161 million baht as of 31 December 2012, which represent an increase of 91 million baht or 57%, wherein the main accrued expenses consist of higher logistics and in-land costs due to higher sales growth. The Company’s other accounts payable were 6 million baht as of 31 December 2013 and 0.3 million baht as of 31 December 2012, which represent an increase of 6 million baht or 2,114% due to higher customers’ advance payments pursuant to a policy for averting risks from delayed payments. Shareholders’ Equity The Company’s shareholders’ equity was 4,330 million baht in 2013 and 2,857 million baht in 2012, which represent an increase of 1,473 million baht or 56%. Such as increase was due to the following reasons:

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• Capital stock increased to 515 million baht, because of the addition of 351 million baht from exercised warrants and 164 million baht from premium on share capital. • Legal reserve of 60 million baht from the allocation of net profit after accumulated deficit brought forward (if any). • Higher accumulated profit of 790 million baht from the 1,111 million baht of net profit, with additional allocations of 60 million baht of legal reserve and 261 million baht of dividend. • Other components of shareholders’ equity increased to 108 million baht because of the 2 million baht increase from surplus on revaluation of land, the revision of deferred tax assets that changed from 23% in 2012 to 20% in 2013, and the 106 million baht increase from currency exchange for operations. Components of Shareholders’ Equity Consolidated Financial Statement 2013 2012 Increase "Restated" (Decreased) Million % Million % Baht Baht

Item

SHAREHOLDERS' EQUITY Paid-up Capital Premium on shares capital Discount on shares capital Adjustment of equity interests under reverse acquisition Total share capital Retained earnings Appropriated for legal reserve Unappropriated Other components of shareholders' equity Equity attribuable to owners of the parent company Non-controlling interests TOTAL SHAREHOLDERS' EQUITY Liquidity 131

2,956.55 959.81 (1,800.00)

2,605.50 796.21 (1,800.00)

351.05 163.60 -

13.47 20.55 -

(186.62)

1,929.74

1,415.09

514.65

36.37

155.20 2,160.78 83.26

95.20 1,370.72 (25.26)

60.00 63.03 790.06 57.64 108.52 (429.61)

4,328.98

2,855.75

1,473.23

51.59

1.13 4,330.11

1.12 2,856.87

0.01 1,473.24

0.89 51.57

Energy Earth Annual Report 2013

Statement of Cash Flow The Company’s cash flow of the year 2013-2012 is as follows: (Unit: Million baht) Consolidated Financial Statement 2013 2012 Cash flow from operations before changes in operating assets and liabilities Increased Accounts Receivables and Inventory Other (Increased) Decreased Operated Assets (Increased) Decreased Operated Liabilities Total Cash Generated (Used) in Operating Activities Cash Paid for interest Expenses Cash paid for income tax and withholding tax deducted at source Net Cash Flow from Operating Activities Net Cash Flow from Investing Activities Net Cash Flow from Financing Activities Net increase (decrease) Cash and Cash Equivalents Gain (Loss) on foreign exchange of cash and cash equivalents Cash and Cash Equivalents, Beginning of Year Cash and Cash Equivalents, End of Year

2,385.51 (2,091.20) 715.14 137.74 1,147.19 (265.65)

2,062.15 (3,387.93) (1,576.04) 52.75 (2,849.07) (124.05)

(285.00) 596.54 (3,745.47) 3,233.04 84.11

(246.51) (3,219.63) (101.09) 3,295.21 (25.51)

0.96 148.55 233.62

(0.55) 174.61 148.55

Figures in the statement of cash flow used to determine the Company’s liquidity in 20132012 are as follows: The Company’s cash flow from operations before changes in assets and liabilities was 2,385 million baht in 2012 and 2,062 million baht in 2013, respectively. There were 596 million baht of cash flow from operated activities in 2013 and 3,220 million baht of cash flow in 2012, because of the 2,091 million baht higher accounts receivable, inventory in 2013 and 3,388 million baht in 2012. However, in 2013, the Company’s cash flow was 1,147 million baht positive before interests and tax payments because of the decreased 739 million baht

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of advance payment for goods in 2013, but the advance payment for goods increased by 1,574 million baht in 2012. The Company’s cash flow used for investing activities were 3,745 million baht in 2013 and 101 million baht in 2012, wherein such cash flow increased dramatically because of the purchase of a new mining concession in Indonesia by paying 3,864 million baht in cash. But in 2012, the Company only had 99 million baht of pledged bank deposits and 2 million baht of equipment. Cash flow from financing activities was 3,233 million baht in 2013 and 3,295 million baht in 2012, wherein the figures were from cash from overdrafts, short term loans with financial institutions which increased by 2,998 million baht in 2013 and by 3,239 million baht in 2012, and capital increase by 515 million baht in 2013 and by 75 million baht in 2012. Liquidity Ratio Consolidated Statement 2013 2012 0.94 1.23

Liquidity Ratio (Unit : Times)

Current Assets to Current Liabilities Ratio Current Assets to Current Liabilities Ratio (Restated Case) 0.98 1.33 * Quick Liquidity Ratio 0.67 0.77 Cash Flow Ratio 0.08 (0.81) * It is a case wherein deposits from financial institutions pledged as collateral and show as non-current assets were moved into current assets. The Company’s liquidity is determined by the ratio of current assets to current liabilities, which was 1.23 times in 2012 and 0.94 time in 2013. However, the Company’s liquidity in 2013 is quite low due to the purchase of a new mine concession using 3,864 million baht cash in 2013. Quick liquidity ratios for 2013 and for 2012 were 0.77 time and 0.67 time, respectively. Cash flow liquidity ratios were 0.08 time and -0.81 time for 2013 and for 2012, respectively. Quick liquidity ratio was low due to the fact that the Company mainly relied on loans from financial institution, advance payments for goods and credit term payments for customers, which resulted in a low rate of quick liquidity ratio. However, in 2013, the Company had managed to

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lower the number of advance payment for goods by using more coal from its own mine, and by purchasing a new mine concession to secure future supply with good liquidity ratio. Capital Expenditure For investments in 2012, the Company had only purchased 2 million baht worth of fixed assets. In 2013, the Company had purchased 4 million baht worth of fixed assets, and paid for the mining concession rights of the new mine using cash in the amount of 3,864 million baht. 2. Obligated Liabilities and Off-Balance Sheet Management Contractual Obligations • The Company had an obligation to pay for leasing agreements in the amount of 1.82 million baht (5.89 million baht as of 31 December 2012). • The Company had an obligation to pay leasing agreements for machineries leasing in the amount of 0.84 million baht (6.96 million baht as of 31 December 2012) • The Company had an obligation to sell coal pursuant to a coal sales contract with an international customer for 8.5 million tons of coal by using the marketing price index (Company Group and the Company’s figures were 10.94 and 8.58 million tons respectively as of 31 December 2012). • The Company had an obligation to pay for outsourcing systems development for 0.42 million baht (None as of 31 December 2012). •

Liabilities that may Occur

• The Company had liabilities that may occur from guarantees issued by financial institutions to guarantee share acquisition of PT. Hary Niaga for the amount of 3 million US dollars (none as of 31 December 2012). • The Company had liabilities that may occur from guarantees issued by financial institutions to guarantee coal sales contract of 0.11 million US dollars (none as of 31 December 2012). • The Company had letter of credits that were issued but were not used the mount of 2.97 million US dollars (12.81 million US dollars as of 31 December 2012) • The Company and its subsidiaries had liabilities that may occur from guarantees for credit loans for 8,258 million baht (5,640 million baht as of 31 December 2012) 134

Energy Earth Annual Report 2013

• The subsidiaries had liabilities that may occur from guarantees issued by financial institutions to guarantee the use of electricity for 0.41 million baht (0.41 million baht as of 31 December 2012). 14.3 Factors that may affect Financial Situations and Future Performance The Board of Directors during its meeting held on 21 December 2012 had proposed a resolution for the Extraordinary General Shareholders Meeting held on 30 August 2013 in order to invest in a total of 1,000 ordinary shares at a value of 1,000,000 IDR per share of PT. Hary Niaga’s paid-up capital, wherein the total value of PT. Hary Niaga’s ordinary shares are no more than 3,694,800,000 million baht and with coal reserves of no more than 40 million tons. The Company will pay the aforementioned shares by issuing capital increased shares of no more than 454,464,945 shares at 1 baht per share for a proposed private placement to PT. Hary Niaga’s existing shareholders at 8.13 baht per share. However, on 19 July 2013, the Company had postposed the EGM scheduled on 30 August 2013 and undertook to inform regarding the new date after receiving the JORC REPORT from the independent surveyor. On 31 December 2013, the Company still did not receive such report. However, the Company is certain that such investment will benefit the Company by acquiring more mines and more coal reserves to support the customers’ demand.

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Report of the Audit Committee Dear Shareholders of Energy Earth Public Company Limited The audit committee of Energy Earth Public Company Limited and its subsidiaries consist of MR. Somkiat Sukdheva as the Chairman of the audit committee, Mr. Suriyaporn Boonchai, Mr. Eknarin Thammaraks, Mr. Thongchai Watanasoponwong as audit committees, Dr. Surapa Taibantuai as the secretary of the audit committee. All the directors are qualified as audit committee according to the regulations and good code of conduct announced by Securities and Exchange Commission and the Stock Exchange of Thailand. Their important responsibility and duty are to review the accuracy and sufficiency of the Company’s financial statement along with the sufficiency of internal control system and the Company’s regulations and good code of conduct.

The Audit Committee had performed their duty required by the Company’s directors, which also comply with the regulations of the Stock Exchange of Thailand. The Company held 4 Audit Committee’s meetings and all Audit Committee had fully attended all of the meetings with the Company’s management and internal audit, of which the important details are as follows:

Review the financial statement of the Company: The Audit Committee had reviewed the financial statement of the Company both quarterly and yearly with the Company’s management and the auditor before presenting to the Company’s directors to ensure the transparency, accuracy, and sufficiency of the accounting data and legal regulations. Notes of the financial statements are also disclosed sufficiently and validated comments are also advised to improve the Company’s future performance. 1. Review the financial statement of the Company quarterly and for the fiscal year 2013. The Audit Committee had inquired and received information from the Company’s management and the auditor about the accuracy of the financial statement and sufficiency of the disclosure, of which the Audit Committee agreed that such financial statements are accurate 136

Energy Earth Annual Report 2013

in information according to the general accounting standard and are sufficient in data disclosure for the benefit of shareholders, investors, or those who use financial statements to make investing decisions. 2. Review Operational Performance and Internal Control. To ensure that the performance of the Company is operating sufficiently and reaching the targeted goals by reviewing internal audit report of the year 2013 and evaluating the internal control and risk management according to the international standard COSO-ERM (The Committee of Sponsoring Organizations of the Treadway Commission â&#x20AC;&#x201C; Enterprise Risk Management). The Audit Committee had concluded that the Company has sufficient assets management and data disclosure. The internal control is supervised according to a good code of conduct announced by SEC and the Stock Exchange of Thailand and is managed to control the Companyâ&#x20AC;&#x2122;s performance efficiently. 3. Review Internal Audit. To review the job description, range of duty and responsibility of the internal audit. The Audit Committee had concluded that the internal audit system is complied with the good code of conduct of the Stock Exchange of Thailand and had approved the auditing plan of the year 2013, which consist of fundamentals of main management system of the Company and its subsidiaries. The Audit Committee also concluded that the internal audit is sufficient and efficient enough and will ensure that it will keep its standard as an international standard. 4. Review Charter of the Audit Committee The Audit Committee had reviewed charter of the Audit Committee and agreed that charter is complying with the good code of conduct and regulations announced by the Stock Exchange of Thailand and SEC, and there will be no need to make a revision of it. 5. Review Connected Transactions or Transactions that may have Conflicts of Interests To ensure that such transactions are done legally and for the most benefit of the Company. The Audit Committee had concluded that the Management had managed such transactions with transparency with no conflicts of interests for the best benefit of the Company and the shareholders with reasonable price and conditions. The Audit Committee agreed and proposed that such transactions should be disclosed to the Stock Exchange of Thailand publicly.

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Energy Earth Annual Report 2013

6. Review the Risk Management The Audit Committee had reviewed the risk management to ensure the sufficient and efficient risk management. The review had shown that the Company’s risk management had been focused, delivered, and improved consistently. 7. Self-Assessment The Audit Committee had done self-assessment, which is to ensure that the Audit Committee had performed its own duty according to the charter of the Audit Committee. The selfassessment had shown that the Audit Committee had performed their duty effectively and sufficiently according to the good code of conduct. 8. Review the Corporate Governance and the Good Code of Conduct. To ensure the international standard and suitability for the Company’s performance. 9. Consider, Propose to Appoint and Approve Compensation for the Auditor of the Fiscal year 2014 To propose to the Company’s directors for shareholders’ approval in the AGM 2013, the Audit Committee had considered to appoint the auditor by considering the followings: 9.1 Reliability, fame, previous experience, and qualification of the auditor required by the Stock Exchange of Thailand. 9.2 Freedom, responsibility, and previous performances. The Audit Committee had agreed to appoint Mr. Sudawin Panyawongkanti, the licensed auditor with license number 3534, Ms. Anuthai Poomsurakul, the licensed auditor with license number 3873, or Mr. Vichien Gingmontri, the licensed auditor with license number 3977 of Price Water House Coopers ABS Co., Ltd., and Dr. Achmad Rodi Kartamulia, the licensed auditor with license number 0102 of ACHMAD,RASYID,HISBULLAH & JERRY REGISTERED PUBLIC ACCOUNTANTS to be the auditors for the year 2014. The Auditing Committee had fully input their knowledge, cautiousness, and freedom to review all financial statements and internal control, including encourage the Company to perform according to a good code of conduct of a listed company. The Audit Committee had concluded that the directors and management of the Company had performed their duties according to a good code of conduct to achieve the Company’s targets professionally. 138

Energy Earth Annual Report 2013

Financial Statements, internal control, internal audit, and risk managements are also executed efficiently, accurately, and legally. Transactions are done with transparency and credibility. Operational performance is increasing its standard to suit the business environment consistently also.

(Mr. Somkiat Sukdheva) Chairman of the Audit Committee

139

Energy Earth Annual Report 2013

ENERGY EARTH PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES Financial Statements For the Year Ended December 31, 2013 and Report of Independent Auditor

BPR AUDIT AND ADVISORY CO., LTD. Independent Auditors

140

Energy Earth Annual Report 2013

INDEPENDENT AUDITORâ&#x20AC;&#x2122;S REPORT To the Shareholders and the Board of Directors of Energy Earth Public Company Limited I have audited the accompanying consolidated financial statements of Energy Earth Public Company Limited and its subsidiaries, which comprise the consolidated statement of financial position as at December 31, 2013, the related consolidated statements of comprehensive income, changes in shareholdersâ&#x20AC;&#x2122; equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. I have also audited the separate financial statements of Energy Earth Public Company Limited, which comprise the statement of financial position as at December 31, 2013, the related statements of the comprehensive income, changes in shareholdersâ&#x20AC;&#x2122; equity and cash flows for the year then ended and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements The management is responsible for the preparation and fair presentation of these financial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the finan141

Energy Earth Annual Report 2013

cial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

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Energy Earth Annual Report 2013

Opinion In my opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position as at December 31, 2013, and their consolidated financial performance and their consolidated cash flows for the year then ended of Energy Earth Public Company Limited and its subsidiaries and the financial position as at December 31, 2013, and its financial performance and its cash flows for the year then ended of Energy Earth Public Company Limited in accordance with Thai Financial Reporting Standards. Emphasis of Matter

As described in Note 5 to the financial statements, the Company has correction of error in the record of goodwill that occurred from reverse acquisition in 2010 in the consolidated financial statements as at December 31, 2012. Thus, the Company has corrected the material error retrospectively in the consolidated financial statements in prior periods for the comparative purpose in accordance with Thai Financial Reporting Standards. I also audited the adjustment in the consolidated financial statements in prior periods. In my opinion, such adjustment is appropriate and has been properly applied to the consolidated financial statements.

I draw attention to Note 4 to the financial statements regarding the change in accounting policy made due to adoption of Thai Accounting Standard No.12 “Income Taxes” and Thai Accounting Standard No.21 “The Effects of Changes in Foreign Exchange Rate” which are effective. My opinion is not qualified in respect of this matter.

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Other Matter The consolidated financial statements of Energy Earth Public Company Limited and its subsidiaries and the separate financial statements of Energy Earth Public Company Limited for the year ended December 31, 2012 (before restatement), were audited by other auditor whose report dated February 27, 2013, expressed an unqualified opinion on those financial statements.

(Mr. Boonlert Kaewphanpurk) Independent Auditor Registration No. 4165

BPR AUDIT AND ADVISORY CO., LTD. Bangkok February 28, 2014

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ENERGY EARTH PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31, 2013 In Baht Consolidated Financial Statements December 31, December 31, January 1, 2013 2012 2012 "Restated" "Restated"

Separate Financial Statements December 31, December 31, January 1, 2013 2012 2012 "Restated" "Restated"

7 8 6, 9 10 6

233,615,506 5,959,286,059 1,029,339,619 1,225,111,491 43,897,730 8,491,250,405

148,552,060 4,333,520,153 570,796,291 1,964,140,575 21,610,583 7,038,619,662

174,606,840 1,313,484,880 198,258,105 390,187,615 19,504,424 2,096,041,864

192,350,771 1,310,751,767 1,058,019,421 547,412,994 5,819,355,691 38,272,058 8,966,162,702

123,314,512 1,441,885,914 570,796,286 2,445,844,452 883,346,465 17,656,364 5,482,843,993

9,974,368 99,381,405 108,007,526 386,758 217,750,057

11 12 13 14 15 21

423,917,460 242,439,517 174,830,425 4,180,626,337 20,854,073 2,659,511 5,045,327,323 13,536,577,728

525,303,974 242,036,581 163,102,397 825,366,458 12,814,348 1,047,702 1,769,671,460 8,808,291,122

426,079,501 341,720,463 1,384,569,082 288,672,278 9,998,181 173,354,033 1,126,860,908 9,608,705 2,101,188 1,062,211 1,958,816 2,025,637,636 1,740,347,730 4,121,679,500 10,706,510,432

335,633,131 1,288,510,295 3,721,282 6,434,416 306,234 1,634,605,358 7,117,449,351

70,789,501 1,333,515,191 2,046,737 4,603,818 278,491 1,411,233,738 1,628,983,795

Notes ASSETS CURRENT ASSETS Cash and cash equivalents Current investments Trade and other receivables Inventories Loans and accrued interest income to related companies Advance payment from purchase of goods Other current assets Total current assets NON-CURRENT ASSETS Deposits from financial institutions pledged as collateral Investments in subsidiaries Property, plant and equipment Assets not used operations Mining property rights Deferred tax assets Other non-current assets Total non-current assets TOTAL ASSETS

........................................................................ (Mr. Khajohnpong Khamdee) Director

............................................................................... (Mr. Thanawat Patoomsuwan) Director

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Energy Earth Annual Report 2013

Separate Financial Statements December 31, December 31, January 1, 2013 2012 2012 "Restated" "Restated"

LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Bank overdrafts and short-term loans from financial institutions 16 8,470,431,499 5,142,088,765 1,896,567,012 5,685,307,680 3,278,679,290 247,105,807 Trade and other payables 6, 17 384,247,695 233,299,175 180,044,179 253,347,412 624,788,665 10,043,748 Short-term loans and accrued interest expenses from related company 6 1,016,199 Current portion of long-term loans from financial institutions 18 13,877,901 14,194,214 14,129,703 Current portion of liabilities under hire-purchase agreements 19 2,810,730 2,200,776 3,288,076 1,110,159 330,460 278,254 Income tax payable 206,205,778 304,802,724 113,647,905 151,226,204 124,442,082 Other current liabilities 2,340,830 3,790,680 3,156,483 1,694,724 1,790,975 298,860 Total current liabilities 9,079,914,433 5,700,376,334 2,210,833,358 6,092,686,179 4,031,047,671 257,726,669 NON-CURRENT LIABILITIES Long-term loans from financial institutions - net of current portion 18 16,746,882 30,617,703 44,812,535 Liabilities under hire-purchase agreements - net of current portion 19 3,747,810 3,618,788 6,324,871 2,480,101 620,169 950,629 Employee benefit obligations 20 2,316,687 1,926,795 1,547,444 1,405,122 1,260,812 1,034,271 Deferred tax liabilities 21 103,746,962 214,882,965 303,149,467 22,831,911 289,986 7,362,098 Total non-current liabilities 126,558,341 251,046,251 355,834,317 26,717,134 2,170,967 9,346,998 TOTAL LIABILITIES 9,206,472,774 5,951,422,585 2,566,667,675 6,119,403,313 4,033,218,638 267,073,667 SHAREHOLDERS' EQUITY Share capital - common shares, Baht 1 par value Authorized shares - 3,027,615,570 common shares, Baht 1 par 3,027,615,570 3,027,615,570 3,027,615,570 3,027,616 3,027,616 3,027,616 value Issued and fully paid-up common shares - Baht 1 par value 22 2,956,550,376 common shares as at December 31, 2013 2,605,495,683 common shares as at December 31, 2012 2,554,170,445 common shares as at January 1, 2012 2,956,550,376 2,605,495,683 2,554,170,445 2,956,550,376 2,605,495,683 2,554,170,445 Premium on shares capital 959,805,667 796,214,166 772,296,604 959,805,667 796,214,166 772,296,604 Discount on shares capital (1,800,000,000) (1,800,000,000) (1,800,000,000) (1,800,000,000) (1,800,000,000) (1,800,000,000) Adjustment of equity interests under reverse acquisition (186,616,802) (186,616,802) (186,616,802) Total share capital 1,929,739,241 1,415,093,047 1,339,850,247 2,116,356,043 1,601,709,849 1,526,467,049 Retained earnings Appropriated for legal reserve 23, 24 155,200,000 95,200,000 2,950,000 135,200,000 75,200,000 Unappropriated 2,160,783,234 1,370,716,041 138,567,950 2,244,223,437 1,478,012,420 (188,147,046) Other components of shareholders' equity 83,255,340 (25,257,873) 72,540,170 91,327,639 (70,691,556) 23,590,125 Equity attribuable to owners of the parent company 4,328,977,815 2,855,751,215 1,553,908,367 4,587,107,119 3,084,230,713 1,361,910,128 Non-controlling interests 1,127,139 1,117,322 1,103,458 TOTAL SHAREHOLDERS' EQUITY 4,330,104,954 2,856,868,537 1,555,011,825 4,587,107,119 3,084,230,713 1,361,910,128 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 13,536,577,728 8,808,291,122 4,121,679,500 10,706,510,432 7,117,449,351 1,628,983,795

........................................................................ (Mr. Khajohnpong Khamdee) Director

............................................................................... (Mr. Thanawat Patoomsuwan) Director

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Energy Earth Annual Report 2013

ENERGY EARTH PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2013 In Baht

Notes 6, 26

REVENUES Revenue from sales Dividend income Gain on exchange rate Other incomes Total Revenues

12 25

EXPENSES Cost of sales Selling expenses Administrative expenses Management benefit expenses Loss on exchange rate Finance costs Total Expenses

Consolidated Financial Statements 2013 2012 "Restated"

Separate Financial Statements 2013 2012 "Restated"

13,509,707,311 10,451,910,970 12,439,716 22,300,826 13,522,147,027 10,474,211,796

8,235,872,811 258,863,203 8,494,736,014

3,381,335,820 1,140,000,000 14,182,736 309,185,406 4,844,703,962

11,282,546,024 236,090,029 145,595,715 21,736,000 180,126,110 292,682,279 12,158,776,157

8,289,103,107 188,755,423 102,960,909 18,410,000 18,631,265 154,657,511 8,772,518,215

6,444,415,761 236,090,029 103,739,702 21,736,000 120,554,689 196,964,448 7,123,500,629

2,601,128,258 163,771,030 84,019,451 18,410,000 70,615,769 2,937,944,508

1,363,370,870 (252,757,322) 1,110,613,548

1,701,693,581 (377,281,626) 1,324,411,955

1,371,235,385 (284,487,830) 1,086,747,555

1,906,759,454 (165,399,988) 1,741,359,466

2,095,725 106,417,488

(4,088,095) (93,709,948)

162,019,195

(94,281,681)

1,219,116,944 9,817 1,219,126,761

1,226,600,048 13,864 1,226,613,912

1,248,766,750 1,248,766,750

1,647,077,785 1,647,077,785

0.39 0.38

0.52 0.46

0.38 0.37

0.68 0.61

6, 26, 27

PROFIT BEFORE INCOME TAX Income tax expense PROFIT FOR THE YEAR

Other comprehensive income - net of tax Surplus on revaluation of land Exchange differences on translating of functional currency Comprehensive income for the yaer attributable to : Owners of the parent company Non-controlling interests

EARNINGS PER SHARE FOR PROFIT FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE PARENT COM PANY Basic earnings per share Diluted earnings per share

28 28

............................................................................... (Mr. Khajohnpong Khamdee) Director

............................................................................... (Mr. Thanawat Patoomsuwan) Director

147

Balance as at January 1, 2013 as previously reported Cumulative effect of change in accounting policy and correction of error Balance as at January 1, 2013 as restated Increase in share capital Dividends paid Appropriated for legal reserve Total comprehensive income for the year Balance as at December 31, 2013

Balance as at January 1, 2012 as previously reported Cumulative effect of change in accounting policy and correction of error Balance as at January 1, 2012 as restated Increase in share capital Appropriated for legal reserve Total comprehensive income for the year (as restated) Balance as at December 31, 2012 as restated

22 24 23, 24

22 23, 24

Notes

796,214,166 163,591,501 959,805,667

796,214,166

772,296,604 23,917,562 796,214,166

772,296,604

Premium on shares capital

(1,800,000,000) (1,800,000,000)

(1,800,000,000)

(1,800,000,000) (1,800,000,000)

(1,800,000,000)

Discount on shares capital

......................................................................................... (Mr. Khajohnpong Khamdee) Director

2,605,495,683 351,054,693 2,956,550,376

2,605,495,683

2,554,170,445 51,325,238 2,605,495,683

2,554,170,445

Issued and fully paid-up share capital

148

(186,616,802) (186,616,802)

(186,616,802)

(186,616,802) (186,616,802)

(186,616,802)

95,200,000 60,000,000 155,200,000

95,200,000

2,950,000 92,250,000 95,200,000

2,950,000

(13,831,990) 44,849,335 2,095,725 46,945,060

58,681,325

(14,617,674) 48,937,430 (4,088,095) 44,849,335

63,555,104

365,511

42,809,039 (70,107,208) 106,417,488 36,310,280

(112,916,247)

23,237,229 23,602,740 (93,709,948) (70,107,208)

......................................................................................... (Mr. Thanawat Patoomsuwan) Director

(248,611,927) 1,370,716,041 (260,536,538) (60,000,000) 1,110,603,731 2,160,783,234

1,619,327,968

(292,575,914) 138,567,950 (92,250,000) 1,324,398,091 1,370,716,041

431,143,864

28,977,049 (25,257,873) 108,513,213 83,255,340

(54,234,922)

8,619,555 72,540,170 (97,798,043) (25,257,873)

63,920,615

Equity attributable to owners of the parent company Retained earnings Other component of shareholders' equity Adjustment of equity interests Exchange differences under reverse Appropriated for Surplus on on translating acquisition legal reserve Unappropriated revaluation of land of functional currency Total

Energy Earth Annual Report 2013

263,327 1,117,322 9,817 1,127,139

853,995

(393) 1,103,458 13,864 1,117,322

1,103,851

Non-controlling interests

(219,371,551) 2,856,868,537 514,646,194 (260,536,538) 1,219,126,761 4,330,104,954

3,076,240,088

(283,956,752) 1,555,011,825 75,242,800 1,226,613,912 2,856,868,537

1,838,968,577

Total

Total comprehensive income for the year Balance as at December 31, 2013

Balance as at January 1, 2013 as previously reported Cumulative effect of change in accounting policy Balance as at January 1, 2013 as restated Increase in share capital Dividends paid Appropriated for legal reserve

Balance as at January 1, 2012 as previously reported Cumulative effect of change in accounting policy Balance as at January 1, 2012 as restated Increase in share capital Appropriated for legal reserve Total comprehensive income for the year (as restated) Balance as at December 31, 2012 as restated

2,956,550,376

2,605,495,683 2,605,495,683 351,054,693 -

2,554,170,445 2,554,170,445 51,325,238 2,605,495,683

Issued and fully paid-up share capital

959,805,667

796,214,166 796,214,166 163,591,501 -

772,296,604 772,296,604 23,917,562 796,214,166

Premium on shares capital

......................................................................................... (Mr. Khajohnpong Khamdee) Director

22 24 23, 24

22 23, 24

Notes

ENERGY EARTH PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 2013

149

(1,800,000,000)

(1,800,000,000) (1,800,000,000) -

(1,800,000,000) (1,800,000,000) (1,800,000,000)

Discount on shares capital

135,200,000

75,200,000 75,200,000 60,000,000

75,200,000 75,200,000

Appropriated for legal reserve

23,590,125 23,590,125

162,019,195 91,327,639

(70,691,556) (70,691,556) -

(94,281,681) (70,691,556)

Other component of shareholders' equity Exchange differences on translating of functional currency

......................................................................................... (Mr. Thanawat Patoomsuwan) Director

1,086,747,555 2,244,223,437

1,478,047,684 (35,264) 1,478,012,420 (260,536,538) (60,000,000)

(192,512,982) 4,365,936 (188,147,046) (75,200,000) 1,741,359,466 1,478,012,420

Unappropriated

Retained earnings

In Baht Separate Financial Statements

1,248,766,750 4,587,107,119

3,154,957,533 (70,726,820) 3,084,230,713 514,646,194 (260,536,538) -

1,333,954,067 27,956,061 1,361,910,128 75,242,800 1,647,077,785 3,084,230,713

Total

Energy Earth Annual Report 2013

ENERGY EARTH PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2013 In Baht Consolidated Financial Statements 2013 2012 "Restated" CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments to Depreciation Amortization of mining property rights Bad debts and doubtful debts (Reversal of) Loss on obsolete inventories (Reversal of) Reversal of loss on impairment of fixed assets Loss on written-off assets Employee benefit expenses Unrealized loss on foreign exchange rate Exchange differences on translating of functional currency Dividend income Interest expenses Profit before changes in operating assets and liabilities Decrease (Increase) in operating assets Trade and other receivables Inventories Advance payment from purchase of goods Other current assets Other non-current assets Increase (Decrease) in operating liabilities Trade and other payables Other current liabilities Cash generated (paid) from operations Cash paid for interest expenses Cash paid for income tax and withholding tax deducted at source Net Cash Provided by (Used in) Operating Activities

................................................................................ (Mr. Khajohnpong Khamdee) Director

Separate Financial Statements 2013 2012 "Restated"

1,363,370,870

1,701,693,581

1,371,235,385

1,906,759,454

25,188,354 536,975,123 8,004,923 (1,109,628) (2,200,000) 389,892 15,780,568 164,168,930 274,940,156 2,385,509,188

25,447,138 268,641,494 (4,649,414) (2,200,000) 426,010 379,351 8,176,641 (60,946,303) 125,183,573 2,062,152,071

1,215,010 9,100,819 (1,109,628) 144,310 33,774,369 285,900,215 183,506,743 1,883,767,223

629,907 1,109,628 226,541 4,673,982 (62,444,214) (1,140,000,000) 61,196,931 772,152,229

(1,633,770,829) (457,433,700) 739,029,084 (22,287,149) (1,611,809)

(3,015,385,859) (372,538,186) (1,573,952,960) (2,106,158) 13,849

122,033,328 (486,113,507) (4,936,009,226) (20,615,694) (1,652,582)

(1,342,504,509) (571,905,914) (775,338,939) (17,269,606) (27,743)

139,312,208 (1,567,977) 1,147,179,016 (265,648,602) (285,001,487) 596,528,927

52,122,086 634,197 (2,849,060,960) (124,050,663) (246,512,070) (3,219,623,693)

(375,808,983) (214,378) (3,814,613,819) (181,499,971) (259,839,665) (4,255,953,455)

611,760,399 1,492,115 (1,321,641,968) (58,196,214) (36,557,200) (1,416,395,382)

................................................................................ (Mr. Thanawat Patoomsuwan) Director

150

ENERGY EARTH PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2013 In Baht Consolidated Financial Statements 2013 2012 "Restated"

Separate Financial Statements 2013 2012 "Restated"

CASH FLOWS FROM INVESTING ACTIVITIES (Increase) Decrease in deposits at financial institutions pledged as collaterals (Increase) Decrease in short-term loan and accrued interest income to related companies Cash paid for purchase of property, plant and equipment Cash paid for acquisition of mining property rights Cash paid for investment in subsidiary Dividends received Net Cash Provided by (Used in) Investing Activities

122,841,297

(99,224,473)

9,853,492

(264,843,630)

(4,156,296) (3,864,149,850) (3,745,464,849)

(1,870,820) (101,095,293)

1,884,053,822 (3,946,324) (3,250,000) 1,886,710,990

(2,444,028,410) (2,440,439) 1,140,000,000 (1,571,312,479)

CASH FLOWS FROM FINANCING ACTIVITIES Increase in bank overdraft and short-term loans from financial institutions Increase (Decrease) in short-term loans from related company Cash paid for long-term loans from financial institutions Cash paid for liabilities under hire-purchase agreements Proceeds from increase in share capital Dividends paid Net Cash Provided by Financing Activities

2,997,783,302 (16,348,266) (2,621,332) 514,646,194 (260,418,411) 3,233,041,487

3,239,391,097 (15,629,410) (3,793,383) 75,242,799 3,295,211,103

2,185,077,076 (1,000,000) (511,434) 514,646,194 (260,418,411) 2,437,793,425

3,025,442,827 1,000,000 (278,254) 75,242,800 3,101,407,373

84,105,565 957,881 148,552,060 233,615,506

(25,507,883) (546,897) 174,606,840 148,552,060

68,550,960 485,299 123,314,512 192,350,771

113,699,512 (359,368) 9,974,368 123,314,512

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Gain (Loss) on foreign exchange of cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year

................................................................................ (Mr. Khajohnpong Khamdee) Director

151

These notes form an integral part of the financial statements. The financial statements were authorized for issue by the Board of Directors on February 28, 2014. 1.

GENERAL INFORMATION

Energy Earth Public Company Limited is listed on the Market for Alternative Investment of Thailand (MAI).The principal business operations principally engaged in the import and distribution of coal. The office is located at 889, Thai CC Tower, 12th Floor, Room 125-128, South Sathorn Road, Yannawa, Bangkok, Thailand. On January 29, 2013, The Frankfurt Stock Exchange - Open Market has approved the Company’s common shares to list in the Frankfurt Stock Exchange - Open Market in form of Secondary listing. The Company can use 49% of existing common shares without increasing share capital to trade. On January 2, 2014, the Company obtained an approval to trade common shares on the Stock Exchange of Thailand. 2.

BASIS FOR FINANCIAL STATEMENTS PREPARATION

The financial statements issued for Thai reporting purposes are prepared in the Thai language. This English translation of the financial statements has been prepared for the convenience of readers not conversant with the Thai language. The financial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”) and guidelines promulgated by the Federation of Accounting Professions (“FAP”), applicable rules and regulations of the Thai Securities and Exchange Commission. The financial statements are prepared and presented its financial statements in US Dollar in accordance with Thai Accounting Standard No. 21 “The Effects of Changes in Foreign Exchange Rate”. In addition, the Stock Exchange of Thailand and the Department of Business Development require the entity to present its financial statements in Thai Baht. The Company, therefore, presents its financial statements in Thai Baht by translating from US Dollar. The financial statements prepared on the historical cost basis except for as discussed in accounting policy. The preparation of financial statements in conformity with Thai Financial Reporting Standards requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying amounts of assets and liabilities that are not readily apparent from other sources.The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

152

The consolidated financial statements as at December 31, 2013 and 2012, include the accounts of the Company and its subsidiaries which the Company has controlling power or directly and indirectly holdings on the subsidiaries.

All significant intercompany transactions between the Company and its subsidiaries included in the consolidated financial statements have been eliminated. The consolidated financial statements as at December 31, 2013 and 2012, include the financial statements of the Company and its subsidiaries which the Company has controlling power or directly on this subsidiaries as follows: Percentage of holdings Country of registration

2013

2012

Energy Perfect Co., Ltd.

Thailand

100.00

PT. Tri Tunggal Pitriati

Indonesia

99.90

Earth Power Plants Co., Ltd.

Thailand

100.00

Name of Companies

Type of business Import and distribution of coal Mining of coal Investment in power plants business

SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation The consolidated financial statements relate to the Company and its subsidiaries. Business combinations The Company and its subsidiaries apply the acquisition method for all business combinations other than those with entities under common control. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Company and its subsidiaries take into consideration potential voting rights that currently are exercisable. The acquisition date is the date on which control is transferred to the acquirer. Judgment is applied in determining the acquisition date and determining whether control is transferred from one party to another. The Company uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of subsidiaries is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Company recognises any noncontrolling interest in the acquiree either at fair value or at the non-controlling interestâ&#x20AC;&#x2122;s proportionate share of the acquireeâ&#x20AC;&#x2122;s net assets. 153

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Companyâ&#x20AC;&#x2122;s share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiaries acquired in the case of a bargain purchase, the difference is recognised directly in the profit or loss. Subsidiaries Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. If subsidiaries of the Company uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to their financial statements in preparing the consolidated financial statements. Losses applicable to non-controlling interests in a subsidiaries are allocated to non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance. Loss of control Upon the loss of control, the Company derecognises the assets and liabilities of the subsidiaries, any noncontrolling interests and the other components of equity related to the subsidiaries. Any surplus or deficit arising on the loss of control is recognised in the statement of comprehensive income. If the Company retains any interest in the previous subsidiaries, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted or as an investment available-for-sale investment depending on the level of influence retained. Foreign Currency The Company and its subsidiariesâ&#x20AC;&#x2122;s financial statements are presented in Thai Baht, which is different from the Company and its subsidiariesâ&#x20AC;&#x2122;s functional currency of USD. Each entity in the Company and its subsidiaries determines its own functional currency. Items of each entity included in the consolidated financial statements are measured using the functional currency of that entity. Transactions and balances Transactions in foreign currencies are initially recorded by the Company and its subsidiaries entities at their respective functional currency. Foreign currency transactions during a particular month are translated into functional currency at the average exchange rates ruling at the transaction date. Monetary assets and liabilities denominated in foreign currencies are retranslated into functional currency at the exchange rate ruling at the end of reporting period. All differences are taken to the statement of comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. 154

Group companies The assets and liabilities of the Company and its subsidiaries whose functional currency is not USD are translated into USD at the exchange rate ruling at the end of reporting period and their income statement and statements of comprehensive income are translated at a rate that approximates the actual rate at the date of the transaction. The exchange differences arising on the translation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in the statement of comprehensive income. Cash and Cash Equivalents Cash and cash equivalents consist of cash in hand, cash in-transit, cheque in-transit, deposits at financial institutions and fixed deposit and current investment with a maturity period not over 3 months since it is acquired except for cash at bank held as collateral. Current Investment Investments in unit trusts of mutual funds which the Company holds as investments in securities held for trading are determined at fair value. Gains or losses arising from changes in the value of securities are included in the statements of comprehensive income. The fair value of unit trusts is determined from their net asset value. The weighted average method is used for computation of the cost of investments. Trade and Other Receivables Trade and other receivables are stated at their invoice value less allowance for doubtful accounts. The allowance for doubtful accounts is an estimate of those amounts which may prove to be uncollectible based on a review of the current status of the existing receivables. Bad debts are written off when incurred. Inventories Inventories are stated at the lower of cost or net realisable value. Cost is determined the first in - first out method (FIFO). The cost of purchase comprises both the purchase price and costs directly attributable to the acquisition of the inventory, such as import duties and transportation charges, less all attributable discounts, allowances or rebates. The cost of finished goods comprises raw materials, direct labour, other direct costs and related production overheads, the latter being allocated on the basis of normal operating activities. Net realisable value is the estimate of the selling price in the ordinary course of business, less the costs of completion and selling expenses. Investments in Subsidiaries Subsidiary, which are those entities in which the Company has power to govern the financial and operating policies, are consolidated. Subsidiaries is consolidated from the date on which controls is transferred to the Company and are no longer consolidated from the date that control ceases.

155

Investment in subsidiaries is reported by using the cost method of accounting in the separate financial statements. A test for impairment is carried out when there is a factor indicating that an investment might be impaired. If the carrying value of the investment is higher than its recoverable amount, impairment loss is charged to the statement of comprehensive income. Property, Plant and Equipment and Depreciation Land is stated at revalued amount. Building and equipment are stated at historical cost less accumulated depreciation and impairment of asset (if any). Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalized borrowing costs. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized net within other income in the statement of comprehensive income. Work-in-progress represents assets under construction and is stated at cost less impairment loss (if any). This includes cost of construction and other direct costs. Construction-in-progress is not depreciated until such time as the relevant assets are completed and put into operational use. Land are initially recorded at cost on the acquisition date, and subsequently revalued by an independent professional appraiser to their fair values. Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from fair value at the statement of financial position date. When an asset’s carrying amount is increased as a result of a revaluation of the Company and its subsidiary’s assets, the increase is credited directly to equity under the heading of “Surplus on revaluation of land” in shareholders’ equity in the consolidated statement of financial position. Depreciation is calculated on the straight - line method to write off the cost, except for land which is considered to have an indefinite life, to its residual value over the estimated useful life as follows: The Company and its subsidiary in Thailand Buildings and improvement Office equipment and fixtures 156

Subsidiary in Indonesia

5 - 20 years

5 years

4 - 8 years

Computer equipment Machineries and equipment Vehicles

3 - 5 years

5 - 10 years

4 - 20 years

5 years

5 - 8 years

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. Estimated recoverable amount is the higher of the anticipated discounted cash flows from the continuing use of the asset and the amount obtainable from the sale of the asset less any costs of disposal. Leased assets Leases in terms of which the Company and its subsidiary substantially assume all the risk and rewards of ownership are classified as finance leases. Property, plant and equipment acquired by way of finance leases is capitalized at the lower of its fair value and the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation and impairment losses (if any). Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the statement of comprehensive income. Subsequent costs The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

Borrowing Cost Cost of borrowing is charged to be expense in the period incurred, except for the direct related to providing construction or produce asset, will be accumulated to be cost of asset, and will be stop charging when major part of asset is ready to use or sale. The charge will suspend if the construction is paused. The Company considers to impair if the book value of asset is over the net realizable value. Impairment of Assets The carrying amounts of the Company and its subsidiariesâ&#x20AC;&#x2122; assets are reviewed at each of the statement of financial position date to determine whether there is any indication of impairment. If any such indication exists, the assetsâ&#x20AC;&#x2122; recoverable amounts are estimated. An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The impairment loss is recognized in the statement of comprehensive income.

157

Calculation of recoverable amount The recoverable amount of other assets is the greater of the assets’ net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Reversals of impairment An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Assets not Used in Operations Assets not used in operations are stated at revalued amount. Land and land improvement are initially recorded at cost on the acquisition date, and subsequently revalued by an independent professional appraiser to their fair values. Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from fair value at the statement of financial position date. When an asset’s carrying amount is increase as a result of a revaluation of the Company’s assets, the increase is credited directly to equity under the heading of “Revaluation surplus on assets” in shareholders’ equity in the consolidated statement of financial position.

Mining Property Rights Mining property rights represent cost of purchase for mining rights and the excess of the cost of an acquisition over the fair value of net assets, which in managements’ view represents future economic benefits attributable to the mining rights held by subsidiary. Mining property rights are amortised using the units of coal production. Trade and Other Payables Trade and other payables are stated at cost. Leases Leases of assets which substantially transfer all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated to the principal and to the finance charges so as to achieve a constant rate on the finance balance outstanding. The outstanding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to the statement of comprehensive income over the lease period so as to achieve a con-

158

stant periodic rate of interest on the remaining balance of the liability for each period. The assets acquired under finance leases is depreciated over the useful life of the asset. Leases not transferring a significant portion of the risks and rewards of ownership to the lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of comprehensive income on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired any payment required to be made to the lessor by way the penalty is recognised as an expense in the period in which the termination takes place. Provisions A provision is recognized in the statements of financial position when the Company and its subsidiaries has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Employee Benefits

Short-term employee benefits Salaries, wages, bonuses and contributions to the social security fund are recognized as expenses when incurred. Post-employment benefits

Defined contribution plans The Company and its subsidiary and their employees have jointly established a provident fund. The fund is monthly contributed to by the employees, the Company and its subsidiary. The fund's assets are held in a separate trust fund and the Company and its subsidiaryâ&#x20AC;&#x2122;s contributions are recognized as expenses when incurred.

Defined benefit plans The Company and its subsidiary have obligations in respect of the severance payments they must make to employees upon retirement under labor law and other employee benefit plans. The Company and its subsidiary treat these severance payment obligations as a defined benefit plan. The obligation under the defined benefit plans and other long-term employee benefit plans is determined by a professionally qualified independent actuary based on actuarial techniques, using the projected unit credit method on a regular basis. The projected unit credit method considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation. Past service costs are recog159

nized on a straight-line basis over the average period until the amended benefits become vested. Gains or losses on the curtailment or settlement of defined benefit obligations are recognized when the curtailment or settlement occurs. Actuarial gains and losses arising from post-employment benefits and other long-term employee benefits arising from experience adjustments and changes in actuarial assumptions are changed or credited to equity in other comprehensive income in the period in which they arise. The defined benefit obligations are measured at the present value of estimated future cash flows using a discount rate that is similar to the interest rate on government bond.

Revenue Recognition Revenue comprises the invoiced value for the sale of goods and services net of value-added tax, rebates and discounts. Revenue from sales of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer. Sales of coal are quantified by weight at the front mine. The increment or reduction of coal values as a result of quality and weight noticed by customers will be recorded in the month of goods delivery. Other income is recognized on an accrual basis.

Expenses Operating leases Payments made under operating leases are recognized in the statements of comprehensive income on a straight line basis over the term of the lease. Lease incentives received are recognized in the statements of comprehensive income as an integral part of the total lease payments made. Finance costs Interest expenses and similar costs are charged to the statements of comprehensive income for the period in which they are incurred, except to the extent that they are capitalized as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of finance lease payments is recognized in the statements of comprehensive income using the effective interest rate method. Income Tax Expense Income tax expense represents the sum of corporate income tax currently payable and deferred tax. Current tax Current income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable profits determined in accordance with tax legislation.

160

Deferred tax Deferred tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts at the end of each reporting period. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. The Company and its subsidiaries recognise deferred tax liabilities for all taxable temporary differences while they recognise deferred tax assets for all deductible temporary differences and tax losses carried forward to the extent that it is probable that future taxable profit will be available against which such deductible temporary differences and tax losses carried forward can be utilised. At each reporting date, the Company and its subsidiaries review and reduce the carrying amount of deferred tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. The Company and its subsidiaries record deferred tax directly to shareholders' equity if the tax relates to items that are recorded directly to shareholders' equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. The Effects of Changes in Foreign Exchange Rate The Company and its subsidiaries operates in a USD environment, with purchases and sales predominantly quoted and settled in USD. Accordingly, the management determines that USD is the functional currency of the Company and its subsidiaries vessel operating entities whilst Thai Baht is the presentation currency of the Company and its subsidiaries. TAS 21 requires all transactions to be initially recorded in the functional currency, USD. All transactions that are not denominated in USD are foreign currency transactions; exchange differences on translating generally are recognised in profit or loss. Exchange differences on translating of functional currency to presentation currency are recognised in other comprehensive income, other components of shareholders' equity. The adoption of this standard is considered to be a change in accounting policy under TAS 8 (Revised 2009) Accounting Policies, Changes in Accounting Estimates and Errors whereby the effects of changes in accounting policy have been applied retrospectively as though the financial statements had originally been prepared using USD functional currency. Basic earnings per share Basic earnings per share is calculated by dividing the profit for the year attributable to common shareholders by the weighted average number of common shares during the year. 161

Diluted earnings per share Diluted earnings per share is calculated by dividing profit for the year by the number of common shares and the number of equivalent common shares (Warrant) by weighted average according to the period of time as if there were conversion of common shares at the date of issuance of equivalent common shares. Financial instruments Financial assets carried on the statement of financial position include cash and cash equivalents, trade and other accounts receivables, loans, advance payment for purchase of goods, restricted deposits at financial institutions and some other current assets. Financial liabilities carried on the statement of financial position include bank overdrafts and short-term loans from financial institutions, trade and other payables and long-term loans and some other current liabilities. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item. Related parties Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company, including holding companies, subsidiaries and fellow subsidiaries are related parties of the company. Associates and individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the enterprise, key management personnel, including directors and officers of the company and close members of the family of these individuals and companies associated with these individuals also constitute related parties. In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form. Significant accounting estimates and assumptions The preparation of financial statements in conformity with generally accepted accounting principles at times requires management to make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates affect reported amounts and disclosures; and actual results could differ from these estimates. Significant judgments and estimates are as follows:

Leases In determining whether a lease is to be classified as an operating lease or finance lease, the management is required to use judgment regarding whether significant risk and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement. Allowance for doubtful accounts

162

In determining an allowance for doubtful accounts, the management needs to make judgment and estimates based upon, among other things, past collection history, aging profile of outstanding debts and the prevailing economic condition. Fair value of financial instruments In determining the fair value of financial instruments that are not actively traded and for which quoted market prices are not readily available, the management exercise judgment, using a variety of valuation techniques and models. The input to these models is taken from observable markets, and includes consideration of liquidity, correlation and longer-term volatility of financial instruments. Property, plant and equipment and depreciation In determining depreciation of plant and equipment, the management is required to make estimates of the useful lives and residual values of the Companyâ&#x20AC;&#x2122;s plant and equipment and to review estimate useful lives and residual values when there are any changes. In addition, the Management is required to review property, plant and equipment for impairment on a periodical basis and record impairment losses in the period when it is determined that their recoverable amount is lower than the carrying amount. This requires judgments regarding forecast of future revenues and expenses relating to the assets subject to the review. Post-employment benefits under defined benefit plans The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate.

163

4. APPLICATION OF NEW ACCOUNTING STANDARDS The Federation of Accounting Professions issued the accounting standards, financial reporting standard, accounting standard interpretations and accounting treatment guidance that are effective as follows: a)

Effective for the period beginning on or after January 1, 2013

Accounting standards: TAS 12

Income Taxes

TAS 20 (Revised 2009)

Accounting for Government Grants and Disclosure of Government Assistance

TAS 21 (Revised 2009)

The Effects of Changes in Foreign Exchange Rate

Financial Reporting Standard: TFRS 8

Operating Segments

Accounting Standard Interpretations: TSIC 10

Government Assistance-No Specific Relation to Operating Activities

TSIC 21

Income Taxes-Recovery of Revalued Non-Depreciable Assets

TSIC 25

Income Taxes-Changes in the Tax Status of an Entity or its Shareholders

Accounting Treatment Guidance for Transfers of Financial Assets The Company and its subsidiaries made the change described in Note 3 to the financial statements to its significant accounting policies, as a result of the adoption of TAS 12 “Income Taxes” and TAS 21 (Revised 2009) “The Effects of Changes in Foreign Exchange Rate”. The cumulative effect of the change in the accounting policies has the effect to the consolidated financial statements which has been separately presented in the statements of changes in shareholders’ equity. A summary of how these adjustments arising from TAS 12 and TAS 21 (Revised 2009) have affected the financial statements of the Company and its subsidiaries are set out in the Note 5 to the financial statements. b)

New accounting standards issued not yet effective

During the year, the Federation of Accounting Professions has issued notifications, already published in the Royal Gazette, mandating the use of financial reporting standard, accounting standard interpretation and financial reporting standard interpretations as follows:

164

Effective date Accounting Standard TAS 1 (Revised 2012)

Presentation of Financial Statements

January 1, 2014

TAS 7 (Revised 2012)

Statement of Cash Flows

January 1, 2014

TAS 12 (Revised 2012)

Income Taxes

January 1, 2014

TAS 17 (Revised 2012)

Leases

January 1, 2014

TAS 18 (Revised 2012)

Revenues

January 1, 2014

TAS 19 (Revised 2012)

Employee Benefits

January 1, 2014

TAS 21 (Revised 2012)

The Effects of Changes in Foreign Exchange Rate

January 1, 2014

TAS 24 (Revised 2012)

Related Party Disclosures

January 1, 2014

TAS 28 (Revised 2012)

Investments in Associates

January 1, 2014

TAS 31 (Revised 2012)

Interests in Joint Venture

January 1, 2014

TAS 34 (Revised 2012)

Interim Financial Reporting

January 1, 2014

TAS 38 (Revised 2012)

Intangible assets

January 1, 2014

TFRS 2 (Revised 2012)

Share - Based Payments

January 1, 2014

TFRS 3 (Revised 2012)

Business Combinations

January 1, 2014

TFRS 4

Insurance Contracts

January 1, 2016

TFRS 5 (Revised 2012)

Non - current Assets Held for Sale and Discontinued Operations

January 1, 2014

TFRS 8 (Revised 2012)

Operation Segments

January 1, 2014

Financial Reporting Standard

Accounting Standard Interpretation: TSIC 15

Operating Leases-Incentives

January 1, 2014

TSIC 27

Evaluating the Substance of Transactions Involving the Legal Form of a Lease

January 1, 2014

TSIC 29

Service Concession Arrangements: Disclosures

January 1, 2014

TSIC 32

Intangible Assets-Web Site Costs

January 1, 2014

165

Effective date Financial Reporting Standard Interpretations: TFRIC 1

Changes in Existing Decommissioning, Restoration and Similar Liabilities

January 1, 2014

TFRIC 4

Determining whether an Arrangement contains a Lease

January 1, 2014

TFRIC 5

Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds

January 1, 2014

TFRIC 7

Applying the Restatement Approach under TAS 29

January 1, 2014

TFRIC 10

Interim Financial Reporting and Impairment

January 1, 2014

TFRIC 12

Service Concession Arrangements

January 1, 2014

TFRIC 13

Customer Loyalty Programmes

January 1, 2014

TFRIC 17

Distributions of Non-cash Assets to Owners

January 1, 2014

TFRIC 18

Transfers of Assets from Customers

January 1, 2014

The management of the Company and its subsidiaries has assessed the effect of the above accounting standard, financial reporting standard, accounting standard interpretation and financial reporting standard interpretations and believes that these accounting standards will not have any significant impact on the financial statements when they are initially applied. 5.

EFFECTS OF CHANGE IN ACCOUNTING POLICY AND CORRECTION OF ERROR

In the year 2013, the Company has correction of error in the record of goodwill that occurred from reverse acquisition in 2010, in the consolidated financial statements as at December 31, 2012, because the discrepancy between the fair value of net acquisition assets with the fair value of non-controlling interests in subsidiary at the acquisition date should be recognized as expense in the consolidated financial statements for the year 2010. Thus, the Company has restated the consolidated financial statements as at December 31, 2012 and January 1, 2012 for comparative purpose. As a result, the Company has no goodwill in the consolidated financial statements as at December 31, 2012 and January 1, 2012. Total assets and retained earnings in the consolidated financial statements as at December 31, 2012 and January 1, 2012 is decrease by Baht 36.48 million. The amounts of adjustments affecting the statements of financial position and the statements of comprehensive income are summarized below:

(1)

Thai Accounting Standard No. 12 â&#x20AC;&#x153;Income Taxesâ&#x20AC;? (Note 3 to financial statements) 166

(2) Thai Accounting Standard No. 21(Revised 2009) â&#x20AC;&#x153;The Effects of Changes in Foreign Exchange Rateâ&#x20AC;? (Note 3 to financial statements) (3)

Adjusted Transaction from Correction of Error

Statement of financial position as at December 31, 2012 after the new accounting policy was applied and correction of error. In Thousand Baht Consolidated Financial Statements

Before Restatement

Change in

Correction

accounting policies

of Error

After

(3)

Restatement

(1)

(2)

ASSETS CURRENT ASSETS Cash and cash equivalents

147,879

673

148,552

Trade and other receivables

4,334,678

(1,158)

4,333,520

583,496

(12,700)

570,796

1,909,496

54,645

1,964,141

Other current assets

21,363

248

21,611

Total current assets

6,996,912

41,708

7,038,620

Deposits from financial institutions pledged as collateral

525,304

Property, plant and equipment

246,110

(4,073)

242,037

Assets not used operations

173,466

(10,364)

163,102

Mining property rights

833,901

(8,535)

825,366

Goodwill

36,478

Deferred tax assets

12,814

Inventories Advance payment from purchase of goods

NON-CURRENT ASSETS

167

(36,478) -

12,814

In Thousand Baht Consolidated Financial Statements

Before Restatement Other non-current assets

1,047

Change in

Correction

accounting policies

of Error

After

(3)

Restatement

(1)

(2)

1,048

Total non-current assets

1,816,306

12,814

(22,971)

(36,478)

1,769,671

TOTAL ASSETS

8,813,218

12,814

18,737

(36,478)

8,808,291

5,142,089

233,299

LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Bank overdrafts and short-term loans from financial institutions

5,142,089

233,473

14,194

2,201

304,977

(174)

304,803

3,880

(90)

3,790

5,700,814

(438)

5,700,376

30,618

- net of current portion

3,619

Employee benefit obligations

1,927

Trade and other payables Current portion of long - term loans from financial institutions Current portion of liabilities under hirepurchase agreements Income tax payable Other current liabilities Total current liabilities

(174)

NON-CURRENT LIABILITIES Long-term loans from financial institutions - net of current portion Liabilities under hire-purchase agreements

168

In Thousand Baht Consolidated Financial Statements

Before Restatement

Change in

Correction

accounting policies

of Error

After Restatement

(1)

(2)

(3)

Deferred tax liabilities

214,883

Total non-current liabilities

36,164

214,883

251,047

5,736,978

214,883

5,951,423

TOTAL LIABILITIES

169

(438)

In Thousand Baht Consolidated Financial Statements

Before

Change in

Correction

accounting policies

of Error

After

Restatement

(1)

(2)

(3)

Restatement

3,027,616

2,605,496

Premium on shares

796,214

Discount on shares

(1,800,000)

Adjustment of equity interests under reverse acquisition

(186,617)

Total share capital

1,415,093

95,200

SHAREHOLDERS' EQUITY Share capital - common shares, Baht 1 par value Authorized shares - 3,027,615,570 common shares, Baht 1 par value Issued and fully paid-up common shares 2,605,495,683 common shares, Baht 1 par value as at December 31, 2012

Retained earnings Appropriated for legal reserve Unappropriated

1,619,328 (202,069) (54,235)

Other components of shareholders' equity Equity attribuable to owners of the parent company

(15,773)

44,750

3,075,386 (217,842)

34,685

854

Non-controlling interests

(10,065)

263

(36,478) (36,478) -

1,370,716 (25,258) 2,855,751 1,117

TOTAL SHAREHOLDERS' EQUITY

3,076,240 (217,842)

34,948

(36,478)

2,856,868

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

8,813,218

34,510

(36,478)

8,808,291

170

(2,959)

In Thousand Baht Separate Financial Statements Change in Before Restatement

accounting policies

Correction of Error

After Restatement

(1)

(2)

(3)

ASSETS CURRENT ASSETS Cash and cash equivalents

123,315

Trade and other receivables

1,441,886

583,496

570,796

2,445,844

883,346

Other current assets

17,656

Total current assets

5,495,543

5,482,843

335,633

1,302,651

(14,141)

1,288,510

3,747

(26)

3,721

6,435

307

Inventories Loans and accrued interest income to related companies Advance payment from purchase of goods

(12,700)

NON-CURRENT ASSETS Deposits from financial institutions pledged as collateral Investments in subsidiaries Property, plant and equipment Deferred tax assets Other non-current assets

6,435 306

Total non-current assets

1,642,337

6,435

(14,166)

1,634,606

TOTAL ASSETS

7,137,880

6,435

(26,866)

7,117,449

171

In Thousand Baht Separate Financial Statements Change in Before

accounting policies

Correction of Error

After

Restatement

(1)

(2)

(3)

Restatement

3,278,679

624,789

Short-term loans and accrued interest expenses from related company

1,016

Current portion of liabilities under hire-purchase agreements

330

124,442

1,792

(1)

1,791

4,031,048

(1)

4,031,047

620

1,261

290

1,881

290

2,171

4,032,929

290

4,033,218

LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Bank overdrafts and short-term loans from financial institutions Trade and other payables

Income tax payable Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Liabilities under hire-purchase agreements - net of current portion Employee benefit obligations

Deferred tax liabilities Total non-current liabilities TOTAL LIABILITIES SHAREHOLDERS' EQUITY Share capital - common shares, Baht 1 par value

172

(1)

Authorized shares - 3,027,615,570 common shares, 3,027,616

3,027,616

2,605,496

Premium on shares

796,214

Discount on shares

(1,800,000)

Total share Capital

1,601,710

75,200

6,145

43,827

1,478,013

6,179

(76,871)

(70,692)

Baht 1 par value Issued and fully paid-up common shares 2,605,495,683 common shares, Baht 1 par value as at December 31, 2012

Retained earnings Appropriated for legal reserve Unappropriated Other components of shareholders' equity

1,428,041 -

TOTAL SHAREHOLDERS' EQUITY

3,104,951

12,324

(33,044)

3,084,231

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

7,137,880

12,614

(33,046)

7,117,449

173

Statement of financial position as at January 1, 2012 after the new accounting policy was applied was applied and correction of error. In Thousand Baht Consolidated Financial Statements Change in Before Restatement

accounting policies (1)

(2)

Correction of Error

After

(3)

Restatement

ASSETS CURRENT ASSETS Cash and cash equivalents

174,142

465

174,607

Trade and other receivables

1,309,987

3,498

1,313,485

Inventories

195,181

3,077

198,258

Advance payment from purchase of goods

389,909

279

390,188

Other current assets

19,323

181

19,504

Total current assets

2,088,542

7,500

2,096,042

Deposits from financial institutions pledged as collateral

426,080

Property, plant and equipment

266,420

22,252

288,672

Assets not used operations

179,831

(6,477)

173,354

1,104,109

22,752

1,126,861

Goodwill

36,478

Deferred tax assets

NON-CURRENT ASSETS

Mining property rights

Other non-current assets

9,609 1,047

(36,478)

9,609

1,062

Total non-current assets

2,013,965

9,609

38,542

(36,478)

2,025,638

TOTAL ASSETS

4,102,507

9,609

46,042

(36,478)

4,121,680

174

In Thousand Baht Consolidated Financial Statements Change in Before

accounting policies

Correction of Error

After

Restatement

(1)

(2)

(3)

Restatement

1,896,567

180,064

180,044

Current portion of long-term loans from financial institutions

14,130

Current portion of liabilities under hire-purchase agreements

3,288

113,650

(2)

113,648

3,154

3,157

2,210,853

(19)

2,210,834

44,813

- net of current portion

6,325

Employee benefit obligations

1,547

LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Bank overdrafts and short-term loans from financial institutions Trade and other payables

Income tax payable Other current liabilities Total current liabilities

(20)

NON-CURRENT LIABILITIES Long-term loans from financial institutions - net of current portion Liabilities under hire-purchase agreements

Deferred tax liabilities

303,149

Total non-current liabilities

52,685

303,149

355,834

2,263,538

303,149

2,566,668

TOTAL LIABILITIES

175

(19)

SHAREHOLDERS' EQUITY Share capital - common shares, Baht 1 par value Authorized shares - 3,027,615,570 common shares, Baht 1 par value

3,027,616

as at January 1, 2012

2,554,170

Premium on shares

772,297

Discount on shares

(1,800,000)

Adjustment of equity interests under reverse acquisition

(186,617)

Total shares capital

1,339,850

2,950

Issued and fully paid-up common shares 2,554,170,445 common shares, Baht 1 par value

Retained earnings Appropriated for legal reserve Unappropriated

431,144

(293,540)

37,442

63,921

(26,052)

34,672

1,837,865

(319,592)

72,114

Other components of shareholders' equity Equity attribuable to owners of the parent company

1,104

Non-controlling interests

(1)

(36,478) (36,478) -

138,568 72,541 1,553,909 1,103

TOTAL SHAREHOLDERS' EQUITY

1,838,969

(319,592)

72,113

(36,478)

1,555,012

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

4,102,507

(16,443)

72,094

(36,478)

4,121,680

176

In Thousand Baht Separate Financial Statements Change in Before Restatement

accounting policies

Correction of Error

After Restatement

(1)

(2)

(3)

ASSETS CURRENT ASSETS Cash and cash equivalents

9,974

Trade and other receivables

99,381

108,280

108,008

Other current assets

387

Total current assets

218,022

217,750

70,790

1,302,651

30,864

1,333,515

1,936

111

2,047

4,604

278

Advance payment from purchase of goods

(272) (272)

NON-CURRENT ASSETS Deposits from financial institutions pledged as collateral Investments in subsidiaries Property, plant and equipment Deferred tax assets Other non-current assets

4,604 267

Total non-current assets

1,375,644

4,604

30,986

1,411,234

TOTAL ASSETS

1,593,666

4,604

30,714

1,628,984

177

LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Bank overdrafts and short-term loans from financial institutions

247,106

10,044

Current portion of liabilities under hirepurchase agreements

278

Other current liabilities

299

257,727

951

1,034

7,362

1,985

7,362

9,347

259,712

7,362

267,074

Trade and other payables

Total current liabilities NON-CURRENT LIABILITIES Liabilities under hire-purchase agreements - net of current portion Employee benefit obligations

Deferred tax liabilities Total non-current liabilities TOTAL LIABILITIES SHAREHOLDERS' EQUITY Share capital - common shares, Baht 1 par value Authorized shares - 3,027,615,570 common shares, Baht 1 par value

3,027,616

as at January 1, 2012

2,554,170

Premium on shares

772,297

(1,800,000)

1,526,467

Issued and fully paid-up common shares 2,554,170,445 common shares, Baht 1 par value

Discount on shares capital Total shares capital

178

Deficit

(192,513) -

Other components of shareholders' equity

(2,758)

7,124

(188,147)

(7,124)

30,714

23,590

TOTAL SHAREHOLDERS' EQUITY

1,333,954

(9,882)

37,838

1,361,910

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

1,593,666

(2,520)

37,838

1,628,984

Statement of comprehensive income for the year ended December 31, 2012 after the new accounting policy was applied. In Thousand Baht Consolidated Financial Statements Change in Before

accounting policies

Correction of Error

After

Restatement

(1)

(2)

(3)

Restatement

10,406,279

45,632

10,451,911

29,375

(29,375)

9,192

13,109

22,301

10,444,846

29,366

10,474,212

8,278,771

10,332

8,289,103

Selling expenses

188,587

168

188,755

Administrative expenses

102,917

102,961

Management benefit expenses

18,410

Loss on exchange rate

18,631

139,773

14,885

154,658

8,728,458

44,060

8,772,518

Revenues Sales Gain on exchange rate Other incomes Total revenues Expenses Cost of sales

Finance costs Total expenses

179

Profit before income tax

1,716,388

Income tax expense

(435,946)

Profit for the year

(14,694)

1,701,694

42,302

16,362

(377,282)

1,280,442

42,302

1,668

1,324,412

(4,874)

1,121

(335)

(4,088)

functional currency

(113,539)

9,494

10,335

(93,710)

Total comprehensive income for the year

1,162,029

52,917

11,668

1,226,614

1,280,434

42,297

1,667

1,324,398

1,280,442

42,302

1,668

1,324,412

1,162,279

52,701

11,620

1,226,600

(250)

216

1,162,029

52,917

11,668

1,226,614

Basic earnings per share (In Baht)

0.50

0.02

0.52

Diluted earnings per share (In Baht)

0.45

0.01

0.46

Other comprehensive income - net of tax Surplus on revaluation of land Exchange difference on translating of

Profit for the year attributable to: Owners of the parent company Non-controlling interests

Comprehensive income for the year attributable to: Owners of the parent company Non-controlling interests

Earnings per share for profit for the year attributable to owners of the parent company

180

In Thousand Baht Separate Financial Statements Change in accounting policies

Before

Correction of Error

After

Restatement

(1)

(2)

(3)

Restatement

Sales

3,370,047

11,289

3,381,336

Dividend income

1,140,000

14,183

Revenues

Gain on exchange rate

Other incomes

309,186

(1)

309,185

Total revenues

4,819,233

25,471

4,844,704

2,618,192

(17,064)

2,601,128

163,771

Administrative expenses

91,490

(7,470)

84,020

Management benefit expenses

18,410

Finance costs

70,616

Total expenses

2,962,479

(24,534)

2,937,945

Profit before income tax

1,856,754

50,005

1,906,759

Income tax expenses

(160,999)

(4,401)

(165,400)

Profit for the year

1,695,755

(4,401)

50,005

1,741,359

(13,303)

(80,979)

(94,282)

Expenses Cost of sales Selling expenses

Other comprehensive income - net of tax Exchange difference on translating of functional currency

181

Total comprehensive income for the year

(17,704)

1,695,755

(30,974)

1,647,077

Earnings per share for profit for the year attributable to owners of the parent company Basic earnings per share (In Baht)

0.66

0.02

0.68

Diluted earnings per share (In Baht)

0.59

0.02

0.61

RELATED PARTIES TRANSACTIONS

A portion of the Companyâ&#x20AC;&#x2122;s assets, liabilities, revenues, costs and expenses arose from transactions with related companies. Related parties are those parties controlled by the Company, directly or indirectly or significant influence, to govern the financial and operating policies of the Company. The relationships with related parties are as follows: The Companyâ&#x20AC;&#x2122;s name

Type of business

Type of relationship

Subsidiaries Energy Perfect Co., Ltd. PT.Tri Tunggal Pitriati

Manufacture and distribution of Direct shareholdings, shareholders coal and directorship Mining of coal Direct shareholdings, shareholders and directorship

Related Company PartnerLink Network Co., Ltd. (Formerly named WTEC Co., Ltd.)

Distribution of computer equipment and computer programs

Directorship

Pricing policies for each transaction are described as follows: Pricing policies

Type of transactions Income from management fee

Mutually agreed price

Interest income

Interest at the rate of 5.0% - 7.7% per annum

Purchase of goods 15% discount from selling price that subsidiary

- Local 182

sold to others - Abroad

Cost plus margin

Purchase of oil

Mutually agreed price

Factory rental

Baht 200,000 per month

Coal processing service expense

2013 : Baht 160 per ton (Less than 20,000 tons) 2013 : Baht 140 per ton (More than 20,000 tons) 2012 : Baht 160 per ton (Less than 50,000 tons) 2012 : Baht 140 per ton (More than 50,000 tons)

Transportation expenses

Cost plus margin 1%

Vehicle rental

Baht 12,000 - 29,000 per month

Interest expenses

Interest at the rate of 7.7% per annum

Purchase of equipment and vehicle

Mutually agreed price

Significant revenues and expenses derived from transactions with related parties for the years ended December 31, 2013 and 2012 are follows: In Thousand Baht Consolidated

Separate

Financial Statements

2013

2012

2013

53,554

268,729

79,924

11,306

116,592

18,786

196,516

30,092

2012

Income from management fee Energy Perfect Co., Ltd. Interest income Energy Perfect Co., Ltd. PT.Tri Tunggal Pitriati Total Purchase of goods Energy Perfect Co., Ltd. 183

217,848

In Thousand Baht

PT.Tri Tunggal Pitriati Total

Consolidated

Separate

Financial Statements

2013

2012

2013

2012

5,110,270

932,199

5,110,270

1,150,047

2,400

1,800

28,415

78,666

11,038

2,244

1,992

1,732

Purchase of oil Energy Perfect Co., Ltd. Factory rental Energy Perfect Co., Ltd. Coal processing service expense Energy Perfect Co., Ltd. Transportation expenses Energy Perfect Co., Ltd. Vehicle rental Energy Perfect Co., Ltd. Interest expenses Energy Perfect Co., Ltd. Purchase of equipment and vehicle Energy Perfect Co., Ltd.

1,641

1,951

PartnerLink Network Co., Ltd.

388

345

388

345

Total

388

345

388

2,296

184

Significant outstanding balances with its related companies as at December 31, 2013 and 2012 are as follows: In Thousand Baht Consolidated

Separate

Financial Statements

2013

2012

Other receivables Energy Perfect Co., Ltd.

53,611

638,774

Energy Perfect Co., Ltd.

467,489

1,084,685

PT.Tri Tunggal Pitriati

1,332,867

Total

467,489

2,417,552

Energy Perfect Co., Ltd.

79,924

9,523

PT.Tri Tunggal Pitriati

18,769

Total

79,924

28,292

Total accrued interest and short-term loan to related companies

547,413

2,445,844

5,719,058

Energy Perfect Co., Ltd.

24,414

PT.Tri Tunggal Pitriati

422,697

Total

447,111

12,874

Accrued interest and short-term loan to related companies Short-term loan to related companies

Accrued interest income

Advance payment from purchase of goods PT.Tri Tunggal Pitriati

Trade payables

Accrued expenses Energy Perfect Co., Ltd.

185

1,107

In Thousand Baht Consolidated

Separate

Financial Statements

2012

2013

2012

Other payable -

196

1,000

Energy Perfect Co., Ltd.

Total accrued interest and short-term loan from subsidiary

1,016

Energy Perfect Co., Ltd. Accrued interest and short-term loan from subsidiary Short-term loan from subsidiary Energy Perfect Co., Ltd. Accrued interest expenses

Movement of short-term loan and accrued interest to related parties in the separate financial statements for the years ended December 31, 2013 and 2012 are as follows: In Thousand Baht Separate Financial Statements December 31, 2012

Increase

Decrease

Currency exchange Translation differences adjustment

December 31, 2013

Short-term loan to related companies Energy Perfect Co., Ltd.

1,084,685

PT.Tri Tunggal Pitriati

1,332,867 2,417,552

Total

2,838,483

(3,446,043)

(9,636)

467,489

10,704,764 (12,037,631)

13,543,247 (15,483,674)

(9,636)

467,489

(4,742)

79,924

Accrued interest income Energy Perfect Co., Ltd.

9,523

79,924 186

(4,781)

In Thousand Baht Separate Financial Statements December 31, 2012 PT.Tri Tunggal Pitriati Total Total short-term loan and accrued interest to related companies

Increase

Decrease

Currency exchange Translation differences adjustment

December 31, 2013

18,769

116,592

(135,361)

28,292

196,516

(140,142)

(4,742)

79,924

13,739,763 (15,623,816)

(14,378)

547,413

2,445,844

In Thousand Baht Separate Financial Statements December 31, 2011

Increase

Decrease

Currency exchange Translation differences adjustment

December 31, 2012

Short-term loan to related companies Energy Perfect Co., Ltd.

1,519,336

(436,432)

PT.Tri Tunggal Pitriati

1,622,781

(275,811)

3,142,117

(712,243)

11,306

(1,783)

18,786

(17)

18,769

30,092

(1,783)

(17)

28,292

3,172,209

(714,026)

(14,120)

2,445,844

Total

1,781 1,781

1,084,685

(14,103)

1,332,867

(14,103)

2,417,552

Accrued interest income Energy Perfect Co., Ltd. PT.Tri Tunggal Pitriati Total Total short-term loan and accrued interest to related companies

187

1,781

9,523

Movement of short-term loan and accrued interest from related party in the separate financial statements for the years ended December 31, 2013 and 2012 are as follows: In Thousand Baht Separate Financial Statements Currency exchange differences

December 31, 2013

(1,000)

December Increase

31, 2012

Decrease

Short-term loan from related company Energy Perfect Co., Ltd.

1,000

Accrued interest expenses Energy Perfect Co., Ltd. Total short-term loan and accrued interest from related company

(54)

1,016

(1,054)

In Thousand Baht Separate Financial Statements December 31, 2011

Increase

Decrease

Currency exchange differences

December 31, 2012

Short-term loan from related company Energy Perfect Co., Ltd.

341,150

(340,148)

1,732

(1,716)

342,882

(341,864)

(2)

1,000

Accrued interest expenses Energy Perfect Co., Ltd. Total short-term loan and accrued interest from related company

188

16 (2)

1,016

CASH AND CASH EQUIVALENTS In Thousand Baht Consolidated Financial Statements 2013 2012

Separate Financial Statements 2013 2012

â&#x20AC;&#x153;Restatedâ&#x20AC;? Cash Deposits held at call with banks

231

269

233,383

148,282

192,290

123,294

233,616

148,552

192,351

123,315

Time deposit Total

CURRENT INVESTMENTS

Movement of current investments in the consolidated financial statements and the separate financial statements during the year ended December 31, 2013 are as follows: In Thousand Baht Consolidated Financial Statements and Separate Financial Statements December 31, 2012

Increase

Decrease

Currency exchange differences

December 31, 2013

Current investments LH Money Market Fund

210,000

189

(210,000)

TRADE AND OTHER RECEIVABLES In Thousand Baht Consolidated

Separate

Financial Statements

2013

2012

2013

2012

â&#x20AC;&#x153;Restatedâ&#x20AC;? Trade receivables Current

2,916,772

3,876,687

593,179

506,301

Less than 3 Months

2,659,305

354,459

613,797

226,107

Over 3 - 6 Months

310,181

15,953

22,578

15,953

Over 6 - 12 Months

17,083

161

17,083

161

3,556

4,374

428

5,906,897

4,251,634

1,247,065

(12,229)

(4,224)

(9,101)

5,894,668

4,247,410

1,237,964

748,522

53,611

638,774

Over due

Over 12 Months Total Less Allowance for doubtful accounts Total trade receivables

748,522 -

Other receivables Other receivables - related companies

Other receivables - others companies

47,584

54,827

3,848

24,972

Prepaid expenses

17,034

31,283

15,329

29,618

Total other receivables

64,618

86,110

72,788

693,364

5,959,286

4,333,520

1,310,752

1,441,886

Total trade and other receivables

As at December 31, 2013 and 2012, the Company has trade receivables to make factoring with financial institution amounting to Baht 8.80 million and Baht 219.59 million, respectively.

190

In Thousand Baht For the year ended December 31, Consolidated

Separate

Financial Statements

2012

2013 Doubtful accounts Reversal of doubtful accounts Total 10.

9,101

2013

2012

9,101

(1,096)

(4,649)

8,005

(4,649)

9,101

INVENTORIES In Thousand Baht Consolidated

Separate

Financial Statements

2013

2012

“Restated”

Finished goods

263,287

Raw materials

765,184

519,028

793,863

519,028

Gasoline

869

892

869

892

Goods in transit

Total

1,029,340

Less Allowance for obsolescence inventories Net 11.

1,029,340

51,978 571,898 (1,102) 570,796

1,058,019 1,058,019

51,978 571,898 (1,102) 570,796

DEPOSITS FROM FINANCIAL INSTITUTIONS PLEDGED AS COLLATERAL

As at December 31, 2013, The consolidated financial statements and the separate financial statements, the Company and its subsidiary held deposits with financial institutions amounting to Baht 423.92 million and Baht 341.72 million respectively, (As at December 31, 2012: Baht 525.30 million and Baht 335.63 million, respectively) which were pledged as collateral for credit facilities from financial institutions (Note 16 to financial statements) and collateral for the usage of electricity. 191

INVESTMENTS IN SUBSIDIARIES

Baht

Rupiah

Baht

Currency

100

99.9

100

2013

99.9

100

2012

% of Holdings

3,250

8,521,000

200,000

2013

8,521,000

200,000

2012

Paid-up capital

1,384,569

3,407

1,164,383

216,779

2013

1,288,510

1,086,274

202,236

2012 “Restated”

Cost Method

In Thousand Baht

Separate Financial Statements

2013

1,140,000

192

1,140,000

2012

Dividends income for the year ended December 31,

The Board of Directors' Meeting held on June 7, 2013 approved to establish Earth Power Plants Co., Ltd. at the authorized share capital of Baht 10.00 million (1.00 million common shares at Baht 10.00 par value). The Company had already paid in the amount of Baht 3.25 per share, amounting to Baht 3.25 million.

Total

(Investing in power plant business)

Earth Power Plants Co., Ltd.

(Mining of coal)

PT.TRI TUNGGAL PITRIATI

(Import and distribution of coal)

Energy Perfect Co., Ltd.

12.

PROPERTY, PLANT AND EQUIPMENT

Translation adjustment

193

6,665

As at December 31, 2012 (Restated) -

Translation adjustment

Acquisition

(3,186) 92,686

Written-off

1,492 -

94,380

Land and land improvement

Disposal

Surplus on revaluation of land

Acquisition

Cost/Revalued amount As at January 1, 2012 (Restated)

13.

6,607

983

91,578

(3,199)

94,777

Buildings and improvement

169

778

1,925

(257)

324

1,858

Office equipment and fixtures

172

595

1,874

134

216

1,524

Computer equipment

7,754

195

107,685

(3,730)

1,032

110,383

Machineries and equipment

Consolidated Financial Statements

In Thousand Baht

(706)

1,321

4,677

17,515

(2,096)

299

20,018

Vehicles

181

(6)

187

Work in progress

(706)

22,701

7,228

313,444

(12,340)

1,492

1,871

323,127

Total

1,378

2,071 29,627

As at December 31, 2012 (Restated)

Depreciation for the year

Translation adjustment

As at December 31, 2013

194

8,696

Translation adjustment

Depreciation on written-off

18,860

(957)

367

937

(47)

320

Depreciation for the year

8,698

664

99,168

99,351

11,119

2,872

Buildings and improvement

Land and land improvement

As at January 1, 2012 (Restated)

Accumulated depreciation

As at December 31, 2013

Office equipment and fixtures

1,474

432

970

(22)

308

684

2,641

Computer equipment

49,290

2,972

12,214

34,104

(1,116)

12,351

22,869

115,634

Machineries and equipment

Consolidated Financial Statements

In Thousand Baht

12,167

626

3,479

8,062

(1,813)

(280)

3,770

6,385

23,513

Vehicles

194

Work in progress

93,936

5,815

25,188

62,933

(3,955)

(280)

25,447

41,721

343,373

Total

195

As at December 31, 2012 (Restated)

Translation adjustment

of fixed assets

Reversal of loss on impairment

Translation adjustment -

Buildings and improvement

of fixed assets

Reversal of loss on impairment

As at January 1, 2012 (Restated)

Allowance for impairment

Land and land improvement

Office equipment and fixtures

Computer equipment

723

(2,200)

8,474

(110)

(2,200)

10,784

Machineries and equipment

Consolidated Financial Statements

In Thousand Baht

Vehicles

Work in progress

723

(2,200)

8,474

(110)

(2,200)

10,784

Total

69,541

99,351

As at December 31, 2013

11,346

9,453

194

181

242,440

242,037

6,997

196

25,188

59,347

65,107

Total

2013

1,167

904

6,997

Vehicles

Work in progress

25,447

1,494

988

Computer equipment

Machineries and equipment

2012

Depreciation included in the statements of comprehensive income for the years

72,718

92,686

Buildings and improvement

Land and land improvement

As at December 31, 2012 (Restated)

Net book value

As at December 31, 2013

Office equipment and fixtures

Consolidated Financial Statements

In Thousand Baht

1,424

22 1,005

Acquisition

Translation adjustment

As at December 31, 2013 197

983

As at December 31, 2012 (Restated)

Translation adjustment

778

575

(212)

263

524

Acquisition

Buildings and improvement

Cost/Revalued amount As at January 1, 2012 (Restated)

Land and land improvement

Office equipment and fixtures

1,036

580

392

186

206

Computer equipment

Machineries and equipment

Separate Financial Statements

In Thousand Baht

8,560

319

4,677

3,564

(113)

1,951

1,726

Vehicles

Work in progress

12,048

478

7,018

4,552

(139)

2,441

2,250

Total

Translation adjustment

As at December 31, 2012 (Restated)

Depreciation for the year

Translation adjustment

As at December 31, 2013

198

Depreciation for the year

Buildings and improvement

As at January 1, 2012 (Restated)

Accumulated depreciation

Land and land improvement

292

153

128

(14)

Office equipment and fixtures

256

183

Computer equipment

Machineries and equipment

Separate Financial Statements

In Thousand Baht

1,479

(8)

857

630

(1)

488

143

Vehicles

Work in progress

831

(3)

630

204

2,050

1,215

Total

As at December 31, 2013

987

Buildings and improvement

7,081

2,934

9,998

3,721

199

1,215

Total

2013

780

320

Vehicles

Work in progress

630

1,132

447

Computer equipment

Machineries and equipment

2012

Depreciation included in the statements of comprehensive income for the years

As at December 31, 2012 (Restated)

Net book value

Land and land improvement

Office equipment and fixtures

Separate Financial Statements

In Thousand Baht

Leased assets included above, where the Company and its subsidiary is a lessee under hire purchase agreements, are as follows: In Thousand Baht Consolidated

Separate

Financial Statements

2013

2012

2013

2012

“Restated” Cost Less Accumulated depreciation Net book value

“Restated”

16,807

13,256

6,600

1,668

(7,728)

(5,913)

(1,017)

(472)

9,079

7,343

5,583

1,196

As at December 31, 2013 the subsidiary has fully depreciated of building and equipment which are still in use, the cost of such assets has amounted to Baht 3.60 million (As at December 31, 2012: Baht 2.68 million). As at December 31, 2013 and 2012, the Company and its subsidiary have net book value of property and plant’s amounting to Baht 168.04 million and Baht 179.29 million, respectively in the consolidated financial statements is mortgaged as collaterals for short-term loans and long-term loans from financial institutions (Notes 16 and 18 to financial statements). The subsidiary’s land and land not use in operation were revalued on December 19 and 21, 2012 by independent appraiser. Valuations were made on the basis of Market Approach. The book values of the land were adjusted to the revalued amounts and the surplus on revaluation of land decreased in amounting of Baht 4.09 million. The subsidiary recorded surplus on revaluation of land in shareholders’ equity.

200

14.

ASSETS NOT USED IN OPERATIONS

Change in assets not use in operations for the years ended December 31, 2013 and 2012 are as follows: In Thousand Baht Consolidated Financial Statements Net book value as at January 1, 2012 (Restated)

173,354

Purchase during the year - at cost

Depreciation for the year

Translation adjustment

(10,252)

Net book value as at December 31, 2012 (Restated)

163,102

Purchase during the year - at cost

Depreciation for the year

11,728

Translation adjustment

174,830

Net book value at as at December 31, 2013

As at December 31, 2013 and 2012 , The Subsidiary has land not use in operations amounting of Baht 174.83 million and Baht 163.10 million, respectively is mortgaged as collaterals for short-term loans and long-term loans from financial institutions (Notes 16 and 18 to financial statements).

201

15.

MINING PROPERTY RIGHTS

In Thousand Baht Consolidated Financial Statements 1,126,861

Net book value as at January 1, 2012 (Restated) Purchase during the year - at cost

Amortization of mining property rights

(268,641)

Translation adjustment

(32,854)

Net book value as at December 31, 2012 (Restated)

825,366

Purchase during the year - at cost

3,864,150

Amortization of mining property rights

(536,975) 28,085

Translation adjustment

4,180,626

Net book value at as at December 31, 2013

Movements of mining property rights for the years ended December 31, 2013 and 2012 are as follows: On December 23, 2013 the subsidiary in Indonesia (PT. TRI TUNGGAL PITRIATI) has purchased mineable coal reserves as mining rights in East Kalimantan, Indonesia. Total mineable coal reserves based on a coal resource and mine valuation report ( JORC Report) are in the amount of 40 million metric tons at the price of USD. 118.25 million.

202

16.

BANK OVERDRAFTS AND SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS In Thousand Baht

Interest rates (% p.a.)

Consolidated

Separate

Financial Statements

2013

2012

Overdrafts

7.375 - 7.875

6.875 - 8.000

26,010

52,992

26,010

28,585

Promissory notes

2.760 - 7.375

3.750 - 7.625

916,696

899,467

916,696

849,467

Trust receipts

3.200 - 7.000

3,541,552

2,204,259

3,541,552

1,932,048

7.125

7.625 - 8.125

7,919

197,629

7,919

197,629

3.230 - 3.937

3.250 - 3.650

3,978,254

1,787,742

1,193,131

270,950

8,470,431

5,142,089

5,685,308

3,278,679

Accounts payable factoring Packing credit Total

2012

As at December 31, 2013, the Company and its subsidiary has overdrafts facilities, packing credits and the short-term loans from financial institutions amounting to Baht 12,621 million. (As at December 31, 2012: amounting to Baht 6,582 million) The loans charged interest at floating interest rate. The overdrafts facilities and the short-term loans from financial institutions facilities are secured by deposits at financial institutions (Note 11 to financial statements), property and plant (Note 13 to financial statements), assets not used in operations (Note 14 to financial statements) and guaranteed by the Company and subsidiary, the Companyâ&#x20AC;&#x2122;s directors, certain of directorsâ&#x20AC;&#x2122; shares. Under the terms of the loan agreement, the Company and its subsidiary must comply with the terms and conditions of certain loan agreements such as secured over current ratio etc.

203

17.

TRADE AND OTHER PAYABLES In Thousand Baht Consolidated

Separate

Financial Statements

2012

2013

2012

â&#x20AC;&#x153;Restatedâ&#x20AC;? Trade payables - related companies

Trade payables - other companies

125,921

72,034

Accrued expenses

252,124

160,981

247,144

151,295

6,203

284

6,203

284

384,248

233,299

253,347

624,789

Other payables Total trade and other payables 18.

447,111

26,099

LONG-TERM LOANS FROM FINANCIAL INSTITUTIONS In Thousand Baht Consolidated

Separate

Financial Statements

2013 Long-term loans from financial institutions Less Current portion Net

2012

2013

2012

30,625

44,812

(13,878)

(14,194)

16,747

30,618

The first line Loan amounted to Baht 3.81 million, which is monthly repayable within 60 equal installment dues of Baht 0.07 million each. The first payment was paid in December 2009. This loan bears interest at the rate of MLR% per annum. The second line Loan amounted to Baht 80.00 million, which is monthly repayable within 72 equal installment dues of Baht 1.12 million each. The first payment was paid in May 2010. This loan bears interest at the rate of MLR% per annum. The movements of long-term loans for the years ended December 31, 2013 and 2012 are as follows:

204

In Thousand Baht Consolidated Financial Statements Balance as at January 1, 2012

58,943

Repayments of loan

(15,629) 1,498

Currency exchange differences Balance as at December 31, 2012

44,812

Repayments of loan

(16,348) 2,161

Currency exchange differences

30,625

Balance as at December 31, 2013

Such credit facilities are guaranteed by property, plant and machineries (Note 13 to financial statements), assets not used in operations (Note 14 to financial statements) thereon and the Companyâ&#x20AC;&#x2122;s directors. Under the loan agreement terms, the Subsidiary must comply with the condition of loan covenants such as maintain the current ratio, debt to equity ratio and debt service coverage etc.

205

19.

LIABILITIES UNDER HIRE - PURCHASE AGREEMENT In Thousand Baht Consolidated

Separate

Financial Statements

2013

2012

Liabilities under finance lease agreements

6,785

6,306

3,664

1,071

Less Deferred interest expense

(226)

(486)

(74)

(121)

6,559

5,820

3,590

950

(2,811)

(2,201)

(1,110)

(330)

3,748

3,619

2,480

620

Less Portion due within one year Net 20.

EMPLOYEE BENEFIT OBLIGATIONS

The Company and its subsidiaries paid retirement benefits and pension in accordance with the regulation of Labor Protection Act B.E. 2541 for the retirement benefit and other long-term benefit entitled to the employees based on their right and length of services. Employee benefit liabilities in statements of financial position as at December 31, 2013 and 2012 are as follows: In Thousand Baht Consolidated

Separate

Financial Statements

2013

2012

Post-employment benefits 2,317

Legal severance payment plan

1,927

1,405

1,261

Movement in the present value of the defined benefit obligations for the years ended December 31, 2013 and 2012 are as follows:

206

In Thousand Baht Consolidated

Separate

Financial Statements

2012

2013 1,927

Defined benefit obligations as at January 1,

1,547

Benefits paid by the plan

2,317

Defined benefit obligations as at December 31,

1,261

144 -

1,927

1,034 -

380

2012

390

Current service costs and interest Actuarial losses in the statement of comprehensive income

2013

227 -

1,405

1,261

Expenses recognized in the statements of comprehensive income for the years ended December 31, 2013 and 2012 are as follows: In Thousand Baht

Current service costs Interest on obligation Total

207

Consolidated

Separate

Financial Statements

2013

2012

355

344

126

207

390

380

144

227

The above expense recognized in profit or loss is recognized in the following line items for the years ended December 31, 2013 and 2012. In Thousand Baht Consolidated

Separate

Financial Statements

2013

2012

2012 53

Administrative expenses

318

316

125

210

Total

390

380

144

227

Cost of sales Selling expenses

Principal actuarial assumptions at the reporting date for the years ended December 31, 2013 and 2012 are as follows: Consolidated Financial Statements and Separate Financial Statements 2012

2013 4.20 %

4.20 %

6.00 - 15.00 %

17.30%

TMO97 (Thailand Mortality

Table in B.E. 2540)

Discount rate Salary increase rate Employee turnover rate Mortality rate

208

21.

INCOME TAXES

Income tax expenses for the years ended December 31, 2013 and 2012 are calculated based on the net profit. The rates are as follows: 2012

2013 Thailand

20%

23%

Indonesia

25%

Income tax expenses for the years ended December 31, 2013 and 2012 as follows: In Thousand Baht Consolidated

Separate

Financial Statements

2013

2012

â&#x20AC;&#x153;Restated"

Current income tax expenses: Current income tax expenses for year

(388,595)

(437,668)

(286,624)

(160,999)

128,817

62,760

2,131

(4,401)

Deferred tax: Relating to origination and reversal of temporary differences Decrease of the beginning deferred tax due to the imposition of new tax rate

Effect of differences in the translation of the tax base

(390)

(260,168)

(374,908)

7,411

(2,374)

(252,757)

(377,282)

5 (284,488) -

(165,400) -

Income tax expense reported in the statements of comprehensive income

209

(284,488)

(165,400)

Reconciliation between income tax expenses and the product of accounting profit multiplied by the applicable tax rates for the years ended December 31, 2013 and 2012 as follows: In Thousand Baht Consolidated Financial Statements 2013

2012 â&#x20AC;&#x153;Restated"

Rate (%)

Rate Amount

(%)

1,363,371

Accounting profit before tax 20 - 25

Applicable tax rate

Amount 1,701,694

23 - 25

Accounting profit before tax multiplied by applicable tax rate

(369,214)

(719,487)

Effects of deferred tax

(10)

136,137

(6,266)

(390)

Decrease of the beginning deferred tax due to the imposition of new tax rate

Dividend income

(15)

262,200

Effect of income exempt from tax and non-deductible income (expenses) for tax purposes

(2,692)

(4)

69,910

Income tax expenses reported in the statements of comprehensive income

(239,159)

(393,643)

Effect of differences in the translation of the tax base

(16,598)

(1)

16,361

(252,757)

(377,282)

Income tax expense reported in the statements of comprehensive income

210

In Thousand Baht Separate Financial Statements 2012

2013

â&#x20AC;&#x153;Restated" Rate (%)

Rate Amount

(%)

1,371,235

Accounting profit before tax 20

Applicable tax rate

Amount 1,906,759

Accounting profit before tax multiplied by applicable tax rate

(274,247)

(438,555)

Effects of deferred tax

2,131

(4,401)

Decrease of the beginning deferred tax due to the imposition of new tax rate

Dividend income

Effect of income exempt from tax and non-deductible income (expenses) for tax purposes

(2,559)

3,854

Income tax expenses reported in the statements of comprehensive income

(274,670)

(176,902)

Effect of differences in the translation of the tax base

(9,817)

11,502

(284,488)

(165,400)

(14)

262,200

Income tax expense reported in the statements of comprehensive income

211

The components of deferred tax assets and liabilities as at December 31, 2013 and 2012 are as follows: In Thousand Baht Consolidated

Separate

Financial Statements

2012

2013

2012

2013

â&#x20AC;&#x153;Restated"

Deferred tax assets Allowance for doubtful accounts Allowance for obsolescence inventories

2,446

971

Allowance for impairment of fixed assets

1,476

1,820

255

2,203

255 -

Employee benefit obligations

467

Unrealized profit in inventories

7,170

Accumulated taxable loss Translation adjustments Total

281

9,278

9,385

20,854

12,814

6,179 2,101

6,434

Deferred tax liabilities Employee benefit obligations

308

290

Amortization of mining property rights

74,925

201,078

Surplus on revaluation of land

11,736

13,497

Translation adjustments

17,086 103,747

Total 22.

SHARE CAPITAL

212

22,832

214,883

22,832

290

On October 17, 2011, 444,519,122 warrants of the Company were approved to be traded in on the Market for Alternative Investment of Thailand (MAI) and can be exercised on March 15, and September 15, of each years. The first and last exercise dates will be on March 15, 2012 and September 15, 2016, respectively. Units Warrants (EARTH-W3) as at January 1, 2012

444,519,122 (125,900)

Warrants exercised as at March 15, 2012 Warrants exercised as at September 15, 2012

(50,045,400) 394,347,822

Warrants (EARTH-W3) as at December 31, 2012 Warrants exercised as at March 15, 2013 Warrants exercised as at September 15, 2013

(335,867,477) (7,294,515) 51,185,830

Warrants had not been exercised

On at March 15, 2012, the Company recorded cash receipt from warrants exercise of Baht 188,812. The Company registered the increase in paid-up share capital from such exercise with the Department of Business Development on March 21, 2012 for 128,794 common shares. The increase share capital was approved to be traded in on the Market for Alternative Investment of Thailand (MAI) on March 27, 2012. On at September 15, 2012, the Company recorded cash receipt from warrants exercise of Baht 75,053,987. The Company registered the increase in paid-up share capital from such exercise with the Department of Business Development on September 20, 2012 for 51,196,444 common shares. The increase share capital was approved to be traded in on the Market for Alternative Investment of Thailand (MAI) on September 25, 2012. On at March 15, 2013, the Company recorded cash receipt from warrants exercise of Baht 503,706,492. The Company registered the increase in paid-up share capital from such exercise with the Department of Business Development on March 20, 2013 for 343,592,408 common shares. The increase share capital was approved to be traded in on the Market for Alternative Investment of Thailand (MAI) on March 25, 2013. On at September 15, 2013, the Company recorded cash receipt from warrants exercise of Baht 10,939,710. The Company registered the increase in paid-up share capital from such exercise with the Department of Business Development on September 20, 2013 for 7,462,285 common shares. The increase share capital was approved to be traded in on the Market for Alternative Investment of Thailand (MAI) on September 25, 2013. 23.

LEGAL RESERVE

Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside to a legal reserve at least 5 percent of its net profit after deducting accumulated deficit brought forward (if any), until the reserve reaches 10 percent of the registered capital. The legal reserve is not available for dividend distribution.

213

24.

APPROPRIATION FOR DIVIDENDS PAID AND LEGAL RESERVE

At the Shareholders’ Meeting No.1/2013 held on April 30, 2013, the shareholders had a resolution to pay dividends from operation result for the year 2012 for 2,605,495,683 shares at Baht 0.10, amounting to Baht 260,549,568.30 The payment was made on May 20, 2013 and appropriated for legal reserve at 5% of its net profit for the year 2012 amount of Baht 75,200,000. As at December 31, 2013, the Company has appropriated for legal reserve at 5% of its net profit for the year 2013 amount of Baht 60,000,000. 25.

OTHER INCOME

Other income for the year periods ended December 31, 2013 and 2012 as follows: In Thousand Baht Consolidated

Separate

Financial Statements

2013

2012 “Restated”

Income from management fee - related company

53,554

268,729

Interest income - related companies

196,516

30,092

Others

12,440

22,301

8,793

10,364

Total

12,440

22,301

258,863

309,185

26.

SEGMENT FINANCIAL INFORMATION

Segment information is presented in respect of the Company and its subsidiaries’ business segments. Operating segment information is reported in a manner consistent with the internal reports that are regularly reviewed by the chief operating decision maker in order to make decisions about the allocation of resources to the segment and assess its performance. Segment results and operating assets include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise interest and income tax expenses and corporate common assets and liabilities. Business segments The Company and its subsidiaries, the principal business operations principally engaged in the coal business.

214

Geographic segments The Company and its subsidiaries comprise 2 main geographic segment as follows: Segment 1 : Thailand Segment 2 : International Major customer Revenues from 3 customers of the Company’s sale of international represent approximately Baht 5,575.94 million of the Company’s total revenues for the year 2013 and revenues from 4 customers of the Company’s sale of international represent approximately Baht 5,904.83 million of the Company’s total revenues for the year 2012. The segment information of the Company and its subsidiaries for the year ended December 31, 2013 as follows: In Million Baht Thailand Revenue from sales Cost of sales Gross profit

International

Total

Eliminate

Total

3,624

17,038

20,662

(7,152)

13,510

(3,182)

(14,800)

(17,982)

6,699

(11,283)

442

2,238

2,680

(453)

2,227

Unallocated income and expenses 12

Other incomes Selling expenses

(236)

Administrative expenses

(145) (22)

Management benefit expenses Loss on exchanges rate

(180)

Finance costs

(292)

Income tax expense

(253)

Profit for the year

1,111 108

Other comprehensive income

1,219

Total comprehensive income for the year

215

The segment information of the Company and its subsidiaries for the year ended December 31, 2012 (Restated) as follows: In Million Baht Thailand Revenue from sales Cost of sales Gross profit

International

Total

Eliminate

Total

1,868

11,572

13,440

(2,988)

10,452

(1,626)

(9,465)

(11,091)

2,802

(8,289)

242

2,107

2,349

(186)

2,163

Unallocated income and expenses 22

Other incomes Selling expenses

(189)

Administrative expenses

(103)

Management benefit expenses

(18)

Loss on exchanges rate

(19)

Finance costs

(155)

Income tax expense

(377)

Profit for the year

1,324 (97)

Other comprehensive income

1,227

Total comprehensive income for the year

216

In Million Baht 2013

2012 â&#x20AC;&#x153;Restatedâ&#x20AC;?

Property, plant and equipment

242

Other assets

13,295

8,566

Total assets

13,537

8,808

27.

EXPENSES BY NATURE

The significant expenses for the years ended December 31, 2013 and 2012 are as follows: In Thousand Baht Consolidated

Separate

Financial Statements

2013

2012

2013

Changes in finished goods

(247,703)

5,225

Mining expense

6,769,331

2,737,408

Raw materials and consumable used

4,253,226

5,249,300

6,514,108

2,503,686

Coal processing service expense

130,834

25,852

159,249

104,518

Management benefit expenses

21,736

18,410

21,736

18,410

Employee benefit expense

51,235

35,097

35,942

22,603

202,556

170,707

202,556

135,202

25,188

25,447

1,215

630

8,005

(4,649)

9,101

944,368

509,721

427,297

152,896

12,158,776

8,772,518

7,123,501

2,937,945

Transportation expense Depreciation Bad debt and doubtful debts (reversal of) Others Total

217

(247,703)

2012

28.

EARNINGS PER SHARE Consolidated Financial Statements For the year ended December 31, Weighted average number Profit for the year (In Thousand Baht) 2013

2012

of common shares (Thousand of shares) 2013

2012

Earnings per share (In Baht) 2013

â&#x20AC;&#x153;Restated"

2012 â&#x20AC;&#x153;Restated"

Basic earnings per share Profit for the year

1,110,604

1,324,398

2,877,769

2,568,679

41,109

294,120

2,918,878

2,862,799

0.39

0.52

0.38

0.46

Effect of dilutive potential common shares Warrants Diluted earnings per share Profit attributable to common shareholders (assuming conversion of potential common shares)

1,110,604

1,324,398

218

Separate Financial Statements For the year ended December 31, Weighted average number Profit for the year (In Thousand Baht) 2013

2012

of common shares (Thousand of shares) 2013

2012

Earnings per share (In Baht) 2013

“Restated"

2012 “Restated"

Basic earnings per share Profit for the year

1,086,748

1,741,359

2,877,769

2,568,679

41,109

294,120

2,918,878

2,862,799

0.38

0.68

0.37

0.61

Effect of dilutive potential common shares Warrants Diluted earnings per share Profit attributable to common shareholders (assuming conversion of potential common share) 29.

1,086,748

1,741,359

REGISTERED PROVIDENT FUND

The Company established a contributory registered provident fund in accordance with the Provident Fund Act.B.E. 2530. Under the plan, the Company and employees contribute to the fund at certain percentage of the employee’s basic salary. The Company appointed a fund manager to manage the fund in accordance with the terms and conditions prescribed in the Ministerial Regulation No.2 (B.E. 2532) issued under the Provident Fund Act B.E.2530. Provident fund contribution expenses for the year ended December 31, 2013 were of Baht 1.57 million (for the year ended December 31, 2012 was Baht 1.22 million respectively). 30.

FINANCIAL INSTRUMENTS

Liquidity risk Liquidity risk, or funding risk, is the risk that the Company and its subsidiaries will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

219

Foreign Currency risk The vast majority of the Company and its subsidiaries’s domestic and international business (revenues and expenses) are in US Dollar. Commencing January 1, 2013, the Company’s management has determined the US Dollar as the functional currency by considering revenue from and operating expenses use in the primary economic environment in which the entity operates. The Company and its subsidiaries are exposed to the exchange rate risks from transactions which are denominated in currencies that are not the Company and its subsidiaries’ functional currency.

The Company and its subsidiaries are aware of the risks surrounding financial assets and liabilities denominated in foreign currencies. As a result, the Company and its subsidiaries have a policy of asset and liability management by which the structure and features of transactions regarding assets, liabilities and shareholders’ equity are aligned with each other. In addition, the Company and its subsidiaries have considered to manage foreign currency risk with financial derivatives together with the consideration yields and risks arising in each intervals. Interest rate risk The Company and its subsidiaries was exposed to interest risks because it held deposits to and bank overdraft and loans from financial institutions. However, such financial assets and liabilities are short-term, the Company and its subsidiaries believed that the future fluctuation on market interest rate would not provided significant effect to their operation and cash flow; therefore, no financial derivative was adopted to manage such risks. Credit risk The Company and its subsidiaries was exposed to credit risk. However, due to the large number and diversity of the entities comprising the Company’s customer base, the Company and its subsidiaries does not anticipate material losses from its debt collection. The Company and its subsidiaries estimated the allowance for doubtful accounts from the ending balance of accounts receivable. The estimate was made by considering the customer’s past collection experiences. Fair value of financial instruments Fair value is defined as the amount that could be exchanged in a current transaction between knowledgeable willing parties in an arm’s length transaction. Fair values are obtained from quoted market prices, discounted cash flow models or net asset values as appropriate. The following methods and assumptions are used to estimate the fair value of each class of financial assets and liabilities: Cash and cash equivalents, trade receivable, deposit at financial institutions pledged as collaterals, trade payable, accrued corporate income tax, accrued expenses, Liabilities under financial leases agreements and bank overdrafts and loans ; the carrying values approximate their fair values due to relatively short-term maturity of these financial instruments.

220

31.

CAPITAL MANAGEMENT

The objectives of the Company's capital management are arrangement of appropriated financial structure and maintenance of ability in continuously business operation whereas there is policy of debt to equity ratio maintenance to hold in the rate that the Company can operate business of the Company while there is appropriated capital cost burden including policy of debt to equity ratio maintenance to comply with term in the loan contract that there are related financial institutes. The consolidated financial statements as at December 31, 2013 and 2012, debt to equity ratio are 2.13 :1 and 2.08:1, respectively. The separate financial statements as at December 31, 2013 and 2012, debt to equity ratio are 1.33 :1 and 1.31:1, respectively. 32.

COMMITMENTS AND CONTINGENT LIABILITIES

As at December 31, 2013 the Company and its subsidiary have: Commitments x The Company has commitment to pay rental expense agreement amounting of Baht 1.82 million (As at December 31, 2012 : Baht 5.89 million). x The Company has commitment to pay rental machinery and equipment amounting of Baht 0.84 million (As at December 31, 2012 : Baht 6.96 million). x The Company has significant agreement for sale of steam coal with foreign company to sell steam coal in the quantity of 8.50 million metric tons, selling sale price according to the market price (As at December 31, 2012 : The Group and the Company has 10.94 million metric tons and 8.58 million metric tons respectively). x The Company has commitment to pay service fee for system development agreement amounting of Baht 0.42 million (As at December 31, 2012 : None). Contingent liabilities x The Company has contingent liabilities for letters of guarantee issued by bank for purchase of shares in PT. Hary Niaga amounting of USD 3.00 million (As at December 31, 2012 : None). x The Company has contingent liabilities for letters of guarantee issued by bank for sale and purchase contract of steam coal amounting of USD 0.11 million (As at December 31, 2012 : None). x The Company has commitments for unused letters of credit of approximately USD 2.97 million (As at December 31, 2012 : None). x The Company and the subsidiary have contingent liability from guarantee credit facilities from financial institutions amounting of Baht 8,258 million (As at December 31, 2012 : Baht 5,640 million). x The Subsidiary has contingent liabilities for letters of guarantee issued by bank for the electricity usage amounting of Baht 0.41 million (As at December 31, 2012 : Baht 0.41 million).

221

33.

EVENTS AFTER THE REPORTING PERIOD

33.1 At the Board of Directors’ meeting held on December 21, 2012, passed the resolution to submit the agendas to the extra-ordinary shareholders’ meeting will be held on August 30, 2013 as follows: x To approve the investment in all 1,000 shares at the par value of Indonesian Rupiah 1,000,000 per share of PT. Hary Niaga. Total purchase value is not more than Baht 3,694,800,000 based on coal reserves/resources not more than 40 million tons. The Company will make the payment by issuance not more than 454,464,945 newly common shares with a par value of Baht 1 per share at offering at Baht 8.13 per share on the private placement basis, as the consideration to the shareholders of PT. Hary Niaga. x To approve the issuance not more than 1,002,971,168 warrants (EARTH-W4) to purchase new common shares of the Company issued to the Company’s existing shareholders in a ratio of 1 warrant for every 3 existing common shares at selling price of Baht 0 per unit and its exercise price is Baht 8.13 per unit. The contractual life of warrant is for 2 years from the issue date. x To approve an increase in the registered share capital from Baht 3,027,615,570 (3,027,615,570 common shares with a par value of Baht 1 each) to Baht 4,500,000,000 (4,500,000,000 common shares with a par value of Baht 1 each) by issuing 1,472,384,430 common shares with a par value of Baht 1.00 each to reserve for : -

454,464,945 common shares (454,464,945 common shares with a par value of Baht 1 each) to shareholders of PT. Hary Niaga to share swap with 1,000 common shares of PT. Hary Niaga.

1,002,971,168 common shares for the exercise of warrants (EARTH-W4) issued and offered to the Company’s existing shareholders in a ratio of 3 former common shares equivalent to 1 warrant at selling price of Baht 0 per unit and its exercise price is Baht 8.13 per unit.

- 14,948,317 common shares for the adjustment of exercise of the warrants (if any). On July 19, 2013 , the Company has postponed the date of the Extra-Ordinary Shareholders’ Meeting will be held on August 30, 2013 and will inform the date of the Extra-Ordinary Shareholders’ Meeting when the Company get the exploration report of coal reserve (JORC REPORT) from independent appraiser as at December 31, 2013 the Company has not yet received such report. 33.2 On February 28, 2014, the Board of Directors’ Meeting resolved the resolution to pay dividends at Baht 0.034 per share for 2,956,550,376 shares, totaling of Baht 100.52 million.

222

34.

FUNCTIONAL CURRENCY FINANCIAL STATEMENTS

The USD functional currency the statements of financial position as at December 31, 2013 and 2012 and the statements of comprehensive income for years ended December 31, 2013 and 2012 are as follows : The USD functional currency the statements of financial position as at December 31, 2013 and 2012 are as follows : In Thousand USD Consolidated

Separate

Financial Statements

2013

2012

2013

2012

ASSETS CURRENT ASSETS Cash and cash equivalents

7,149

Current investments

Trade and other receivables

4,873

5,886

4,045 -

182,365

142,149

40,111

47,297

Inventories

31,500

18,723

32,378

18,723

Loans and accrued interest income to related companies

16,752

80,229

Advance payment from purchase of goods

37,491

64,428

178,083

28,976

Other current assets

1,343

709

1,171

579

Total current assets

259,848

230,882

274,381

179,849

Deposits from financial institutions pledged as collateral

12,973

17,231

10,458

11,010

Investments in subsidiaries

42,370

42,266

306

122

NON-CURRENT ASSETS

Property, plant and equipment

7,419

7,939

Assets not used operations

5,350

127,935

27,074

354

109

Mining property rights Deferred tax assets

223

In Thousand USD Consolidated

Separate

Financial Statements

2012

2013

2012

Total non-current assets

154,112

57,738

53,258

53,416

TOTAL ASSETS

413,960

288,620

327,639

233,265

257,074

167,073

172,547

106,528

Trade and other payables

11,662

7,580

7,689

20,300

Short-term loans and accrued interest expenses from related company

Other non-current assets

LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Bank overdrafts and short-term loans from financial institutions

Current portion of long-term loans from financial institutions

421

461

6,258

9,904

4,590

4,043

121

275,571

185,211

184,911

130,973

508

995

114

118

Current portion of liabilities under hire-purchase agreements Income tax payable Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term loans from financial institutions - net of current portion

Liabilities under hire-purchase agreements - net of current portion

224

In Thousand USD Consolidated

Separate

Financial Statements

2012

2013 Employee benefit obligations

2013

2012

Deferred tax liabilities

2,778

6,982

Total non-current liabilities

3,470

8,158

118

279,041

193,369

185,029

131,043

2,605,495,683 common shares as at December 31, 2012

96,015

84,084

96,015

84,084

Premium on shares

31,286

25,727

31,286

25,727

Discount on shares

(59,704)

Adjustment of equity interests under reverse acquisition

(4,948)

Total share capital

62,649

45,159

67,597

50,107

4,918

3,097

4,264

2,443

65,734

45,428

70,749

49,672

1,531

1,480

134,832

95,164

TOTAL LIABILITIES

SHAREHOLDERS' EQUITY Share capital - common shares Authorized shares - 3,027,615,570 common shares Issued and fully paid-up common shares 2,956,550,376 common shares as at December 31, 2013

Retained earnings Appropriated for legal reserve Unappropriated Other components of shareholders' equity Equity attributable to owners of the parent company

225

142,610

102,222

In Thousand USD Consolidated

Separate

Financial Statements

2012

2013

2012

Total shareholdersâ&#x20AC;&#x2122; equity

134,919

95,251

142,610

102,222

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

413,960

288,620

327,639

233,265

Non-controlling interests

The USD functional currency the statements of comprehensive income for the years ended December 31, 2013 and 2012 are as follows: In Thousand USD Consolidated

Separate

Financial Statements

2012

2013

2012

Revenues Revenue from sales

442,275

336,238

268,956

Dividend income

37,046

Profit on exchanges rate

456

109,008

405

717

8,419

9,920

442,680

336,955

277,375

156,430

375,593

266,661

214,837

83,932

Selling expenses

7,678

6,072

7,678

5,272

Administrative expenses

5,004

3,312

3,377

2,679

Other incomes Total Revenues Expenses Cost of sales

226

In Thousand USD Consolidated

Separate

Financial Statements

2012

2013 Management benefit expenses

2013

2012

707

592

707

Loss on exchanges rate

5,947

599

3,725

Finance costs

9,379

4,975

6,316

2,277

404,308

282,211

236,640

94,752

Profit before income tax

38,372

54,744

40,735

61,678

Income tax expense

(8,347)

(12,137)

(9,385)

(5,335)

Profit for the year

30,025

42,607

31,350

56,343

(159)

30,091

42,448

31,350

56,343

30,024

42,606

31,350

56,343

30,025

42,607

31,350

56,343

30,090

42,447

31,350

56,343

30,091

42,448

Total Expenses

592 -

Other comprehensive income - net of tax Surplus on revaluation of land Total comprehensive income for the year

Profit for the year attributable to : Owner of the parent company Non-controlling interests

Comprehensive income for the year attributable to : Owner of the parent company Non-controlling interests

227

31,350

56,343

In Thousand USD Consolidated

Separate

Financial Statements

2012

2013

2012

Earnings per share for profit for the year attributable to owners of the parent company Basic earnings per share (In USD)

0.01

0.02

0.01

0.02

Diluted earnings per share (In USD)

0.01

0.02

Investors can find the companyâ&#x20AC;&#x2122;s information related to additional securities from the annual report (56-1 format) of the company which represented in the www.sec.or.th or the companyâ&#x20AC;&#x2122;s website www.energyearth.co.th

228

Energy Earth Public Company Limited 889 Thai CC Tower, Floor 12, Room 125-128 South Sathorn Road, Sathorn, Bangkok, 10120 Tel : +66 (2) 673 9631-3 Fax : +66 (2) 673 9634 website : www.energyearth.co.th