(Translation) Annual Registration (Report form 56-1)
True Corporation Public Company Limited
Contents
Page 1
Part I
Executive Summary
Part II
The Listed Company 1. Risk Factors 2. Nature of Business 3. Details of each Business Line 3.1 Products and Services 3.2 Marketing Strategy 3.3 Distribution Scheme and Distribution Channel 3.4 Procurement of Products and Services 3.5 Thai Telecom Industry 4. Research and Development 5. Operating Assets 6. Future Projects 7. Legal Disputes 8. Capital Structure 8.1 Company’s Securities 8.2 Shareholders 8.3 Dividend Policy 8.4 Liabilities Structure 9. Management 9.1 Management Structure 9.2 Remuneration for the Company’s Directors and Executive Officers 9.3 Corporate Governance Compliance Report 9.4 Insider Trading Policy 9.5 Personnel 10. Internal Controls 11. Connected Transactions 12. Financial Status and Performance 12.1 Company Auditors and Significant Accounting Policies 12.2 Summary of Financial Statements 12.3 Financial Ratios 12.4 Management’s Discussion and Analysis 12.5 Audit Fees 13. Other Related Information Appendix 1: Information of Directors and Executive Officers Appendix 2: Information of Director of Subsidiaries
2 3 6 18 18 27 28 29 30 37 38 40 41 42 42 51 53 54 73 73 78 83 90 90 93 94 112 112 113 116 118 126 127 128 140
Part III
Acknowledgement of the correctness of the information
145
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
PART I EXECUTIVE SUMMARY True Corporation Public Company Limited, (“TRUE” or the “Company”) formerly named TelecomAsia Corporation Public Company Limited and its affiliates, provide telecommunications services under the Agreement for Joint Operation and Joint Investment for Expansion of Telephone Services (“Agreement for Joint Operation and Joint Investment”) awarded by the Telephone Organization of Thailand (currently is TOT Corporation Plc. or “TOT”) and True’s subsidiary made the Agreement to Operate and to Provide Cellular System Radio Telecommunication Services of Digital PCN (Personal Communication Network) 1800 (“Agreement to Operate and to Provide Cellular System Radio Telecommunication Services”) with the Communications Authority of Thailand (currently is CAT Telecom Plc. or “CAT”). The Company’s and its subsidiaries’ businesses could be classified into five categories as follows: 1) Fixed line services and value-added services from which the companies earn major income about 50.40 percent of the total income, 2) Personal Communication Telephone services and Mobile Phone business, 3) Data Transmission Services, 4) Multimedia Services and Broadband, 5) Internet and e-commerce services. The Company aims to become a communication solution provider that responses to the communication needs knitting consumers, the public at large, society, economics and the world on an integrated basis. The company continually develops new services to meet requirements of the customers both from business segmentation and consumer segmentation to correspond the customer centric strategy. More details could be found in Section 2 of this report which is corporate information.
In this Form 56-1, “TRUE”, “Company”, “Affiliates”, and “Subsidiaries” refer to True Corporation Public Company Limited and/or its affiliates and/or its subsidiaries. In case of uncertainty of which company is responsible or execute and of which businesses appeared in the Form 56-1, you may send your questions to IR Office True Corporation Public Company Limited 18 True Tower, Ratchadaphisek Road, Huai Khwang, Bangkok 10310 Telephone 66 (0) 2699-2515 Fax 66 (0) 2643-0515 E-mail: ir_office@truecorp.co.th TRUETB: Executive Summary
1
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
PART II THE LISTED COMPANY True Corporation Public Company Limited, Type of Business: Telecommunication Head Office: 18 True Tower, Ratchadaphisek Road, Huai Khwang, Bangkok 10310
Public Company Registration No. Bor Mor Jor. 82 Telephone: 66(0) 2643-1111
TRUETC: The Listed Company
Home Page: www.truecorp.co.th Fax: 66(0) 2643-1651
2
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
1. RISK FACTORS While True sees many opportunities to grow in 2005, there are a number of general and specific factors that could impact the company’s performance and that of its subsidiaries. Industry Risks True and its subsidiaries, particularly TA Orange and its Internet and Broadband businesses, face increasing competition from cellular operators, TOT and new ISP market entrants. As a result, the tariff for mobile phone calls and Broadband service has fallen steadily over the past year, which has had, and will continue to have, an impact on operational results. We expect competition to remain intense in the future, but believe True is well positioned to meet this given its leadership position in the Internet/Broadband market and TA Orange’s strong 2004 revenue growth and expanding customer base. In addition, rapid technological change could also adversely affect the viability of True’s business and make its own technology less competitive. However, at the time of writing no such new technology has been identified as a major current or imminent business threat. Regulatory and Liberalization Risks True and its subsidiaries operate under the “Agreement for Joint Operation and Joint Investment for Expansion of Telephone Services” granted by TOT Corporation Public Company Limited (“TOT”) and “Agreement to Operate and to Provide Cellular System Radio Telecommunication Services of Digital PCN (Personal Communication Network) 1800” granted by CAT Telecom Public Company Limited. (“CAT”). A dispute with either TOT or CAT over compliance with said agreements could affect True’s ability to conduct business. The Agreement for Joint Operation and Joint Investment could be cancelled by TOT if True violates laws relating to public or national security, the Company is placed under receivership by a court in a bankruptcy case, or it willfully and continually breaches a said agreement in any material respect. However, TOT must submit the case to the Arbitration Tribunal for adjudication before it can cancel the concession agreement with True.
TRUETD: Risk Factors
3
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Under revenue sharing provisions of the Agreement for Joint Operation and Joint Investment, TOT collects all of True’s fixed line revenues and retains a portion for the revenue sharing. TOT may withhold or delay payments from revenues collected for True to offset any obligations it believes it is owed (although this has not occurred to date). As well as being the granter of True’s Agreement for Joint Operation and Joint Investment, TOT is also a competitor in the BMA fixed line market. This has and could continue to lead to disputes between True and TOT, which can deny or put on hold True’s requests to launch new services. TOT and True have brought some disputes to the Administrative Court and the Arbitration Tribunal for adjudication. In August 2002 True asked the Arbitration Tribunal for compensation from TOT for access charge revenues TOT generated using True’s network. In August 2004, True asked the Arbitration Tribunal for compensation from TOT for sharing on revenues generated from additional public phones apart from the first 20,000 sets. In January 2005, True also asked the Arbitration Tribunal to ensure TOT shared revenues from incoming international calls based on the rate indicated in the Agreement for Joint Operation and Joint Investment. In July 2004 TOT asked the Arbitration Tribunal to require True to pay advertising cost for placing True’s logo on Payphone booths. And in December 2004, TOT also sought costs for placing the True logo on invoice/receipt and tax invoices. The pending liberalization of the Thai telecommunications industry is expected to reduce or eliminate these conflicts of interest, but proposed initiatives could put True at a disadvantage to competitors. It is also possible that certain policies to be imposed by the National Telecommunications Committee may affect True’s operating costs and/or increase competition in the sectors in which it operates. Risks related to financial situation True’s operation is restricted by a number of debt and other financial agreements. These agreements could prohibit True from exploiting good business opportunities or lead to accelerated debt repayment if TOT cancels the concession agreement with the Company. However, TOT must seek an arbitration decision in order to cancel the concession agreement.
TRUETD: Risk Factors
4
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
True is subject to exchange rate fluctuations, which could increase interest payments. True had total debt of Baht 84 billion as at December 31, 2004, with 13 percent of this being denominated in foreign currencies (Japanese Yen and US Dollar). In 2004, the Company had consolidated capital expenditure of approximately Baht 4.0 billion, approximately 40 percent of which was in foreign currencies. The Company has put in place hedging tools to reduce its exposure to exchange rate fluctuations, primarily for the majority portion of a USD 170 million loan belonging to a subsidiary. Out of the Company’s total debt, about 50 percent is subject to floating interest rates and vulnerable to rate increases. All TA Orange debt, accounting for approximately 37 percent of total consolidated debt, is subject to floating rates. However, TA Orange debt interest rates will step down over time if it is able to achieve conditions set out in its loan agreement.
TRUETD: Risk Factors
5
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
2. NATURE OF BUSINESS Company Background and Major Developments True Corporation is the most fully integrated nationwide communications solutions provider in Thailand and one of the country’s largest brands. Since being established in 1990 to build and jointly operate 2.6 million fixed lines in the Bangkok Metropolitan Area (BMA) under a 25-year term of the Agreement for Joint Operation and Joint Investment, it has grown rapidly to meet the lifestyle needs of Thai consumers. Backed by Asia’s largest agro-conglomerate, the Charoen Pokphand Group (with a 36.08 percent shareholding), True’s subsidiary businesses currently include cellular operator TA Orange, Asia Wireless Communication (operator of WE PCT), True Multimedia, True Internet and pay TV operator United Broadcasting Corporation (UBC). Through these companies True provides home consumers, small and medium enterprises and corporates with the full range of cellular, wireless and wireline, Internet, data and entertainment products and services in customized packages. It is firmly established as the BMA’s leading wireline service provider with 56 percent market share, is the country’s largest Broadband provider with more than 85 percent market share, and the country’s leading Internet Service Provider. In TA Orange True owns the fastest growing and third largest mobile operator. The company was listed (as TelecomAsia Corporation Public Company Limited) on the Stock Exchange of Thailand in December 1993 with the security symbol “TA”. At this time it had an annual turnover of Baht 2 billion and employed 1,500 staff.
TRUETE: Nature of Business
6
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
At the end of December 2004 the True Group (which rebranded and adopted the “TRUE” security symbol in April 2004) had an annual group turnover of more than Baht 40 billion (including 100 percent of TA Orange and UBC), a market capitalization of Baht 33.1 billion, infrastructure investments of more than Baht 100 billion and employed more than 8,000 staff. Key Developments in 2004 December 2004
- TA Orange achieved 3.4 million subscriber base, exceeding its target. - True strengthens its balance sheet, significantly reduces debt and increases equity by Baht 2.7 billion. It achieved this by selling 398 million new ordinary shares at Baht 6.8 per share via a seven-time oversubscribed private placement in Thailand’s first Accelerated Global Tender. Funds raised were used to complete debt restructuring of a subsidiary with a creditor, enabling the True Group, excluding TA Orange, to reduce debt by approximately Baht 9.3 billion in 2004 including a Baht 2.7 billion gain from debt forgiveness from the debt restructuring.
November 2004
- True becomes Thailand’s largest Internet Service Provider with more than one million customers.
October 2004
- True announces that in cooperation with UBC it will launch Thailand’s first TV via Broadband service.
September 2004
- True completes negotiations on long term debt financing for TA Orange, enabling it to increase its shareholding in TA Orange to 83 percent. NC True online game company is formed in a joint venture with Korea’s NCsoft to market the hugely popular Lineage II game in Thailand.
TRUETE: Nature of Business
7
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
August 2004
- True announces it will inject Baht 6 billion into TA Orange so the mobile operator can expand network capacity and coverage to approximately 90 percent of Thailand’s population.
June 2004
- True raises Baht 2.4 billion by issuing seven year maturity Thai Baht debentures. The funds are used to refinance debt to German creditor Kreditanstalt Fur Wiederaufbau (KfW).
May 2004
- TA Orange’s network quality is judged “Best in Bangkok” by a Synovate and King Mongkut’s Institute survey.
April 2004
- TelecomAsia changes its name to True as part of an “inside out” rebranding to position the company for strong future growth. True launches the “All Together Bonus” campaign which provides True telephone, WE PCT and Internet users with the equivalent free TA Orange talk time for every baht they spend on True services.
Key developments before 2004 December 2003
PCT provider Asia Wireless Communication joined forces with KDDI Japan (parent company of KDDI-Pocket, the biggest PHS phone system provider in Japan) to enable international roaming between the Pocket PHS system and PCT. This allowed subscribers in Bangkok and Japan to use the service. Reduced high-speed Internet charges to as low as Baht 550 per month for transmission speed of 256 Kbps. Also offered special price TA Cable Modem service to cover the Chiang Mai, Khon Kaen, Korat and Hat Yai provinces.
TRUETE: Nature of Business
8
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Expanded on-line game business by signing contract with Korean company Triglow Picture to be the sole provider of PristonTale in Thailand. This was a milestone of the Company as it signaled its move to become a content and application aggregator for home solutions consumers. Opened new subsidiary True Digital Entertainment, which is 99.99 percent owned by Asianet Corporation to operate on-line game business. November 2003
Decision made to change the Company’s name to True Corporation Public Company Limited at Extraordinary General Shareholders Meeting No. 1/2003. The name change, which is in line with the Company’s strategy to become a customer-centric provider of voice and non-voice communications solutions, will take effect after the new name is registered at the Ministry of Commerce.
October 2003
Signed a new Baht 21,419 million loan with local banks and financial institutions to refinance all existing Baht loans, resulting in an approximately Baht 200 million a year reduction in interest expense and greater operational flexibility. Launched another three TA easy Click services, including the TA easy Ragnarok online game and the TA easy Mail and TA easy Entrance applications.
September 2003
Reduced tariffs for domestic long distance calls from September 1 to November 30 as part of a joint promotion with TOT and TT&T. The promotion offered two packages. The second package offered a reduction of tariffs for long distance domestic call and calls to mobile phone to Baht 3 per minute. After the promotion was launched the ICT Ministry approved a flexible tariff promotion under which charges should not be higher than those provided by the packages. The promotion will expire on June 30, 2005.
August 2003
Launched PCT Next service. It provides wireless Internet access at the stable speed of 32 Kbps via a PCT Next Data Card that can be connected to a PDA and Notebook computer. Launched Billing Solution, which consolidates fixed line and TA easy Click statements into one bill for customers who use both services.
TRUETE: Nature of Business
9
Annual Registration Statements (Report Form 56-1)
True
July 2003
Nynex Network System (Thailand), one of the Company’s major shareholders, sold all its 369,500,126 TelecomAsia (TA) shares (or 10.001 percent) to Golden Tower Trading Ltd. (a representative from CP Group) and Mission Gain Investments Ltd, which made the CP Group the largest TA shareholder with 45.03 percent. The July 17 sale was in line with Verizon Communication Inc.’s policy to focus on US investments and had no effect on the Company’s operations. Launched hi-speed Internet solution that bundles Broadband and Internet Access for customer convenience. The service can provide Internet access from 128 Kbps to 8 Mbps. Also launched TA Station, a public high-speed Internet kiosk.
June 2003
Launched TA Caller ID, an additional fixed line service that shows incoming call numbers through Caller ID phone. Launched TA WiFi, a wireless Broadband service and signed contract with the Queen Sirikit National Convention Center to install first WiFi facility.
April 2003
An increase in registered capital to Baht 43,892.28 million (up from Baht 38,897.79 million) was approved by shareholders at the Annual General Meeting. An Allotment of 499.45 million new shares with par value of 10 Baht each was reserved, including 450 million shares for private placement, 19.86 million shares for the ESOP and 29.59 million shares for offering to the International Finance Corporation. Asianet Corporation takes a 70 percent shareholding in True Internet Data Center Company Ltd (True IDC). Other shareholders include DACOM Corporation and Korean Internet Data Center (a DACOM’s subsidiary). True IDC plans to provide the largest Internet Data Center in Thailand and began operation in 2004.
March 2003
TA easy Click, a post-paid Internet service for fixed-line customers launched by Asianet Corporation, a Company subsidiary. Customers are charged for actual time used. Monthly service charges are consolidated into the fixed-line statement.
TRUETE: Nature of Business
10
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Launched PCT Wireless Group call service. This post-paid service allows for unlimited calls among group members using a special four-digit number and is designed for business customers. February 2003
Placed 3,319 million Baht in new debentures on February 18. The proceeds were used to repay all remaining US dollar-denominated debt of $78 million.
January 2003
Organizational structure changed to help the Company transform into a customer-centric communication solutions provider. Top executives appointed to take responsibility for the three core customer segments - Corporate, SMEs, and Home/Consumer.
December 2002
Bought back Yen-denominated, long-term trade accounts worth Baht 3.6 billion (Yen 10.1 billion) at a 81.3% discount to their book value, representing a gain from the buy-back of Yen-denominated notes of approximately Baht 3.1 billion in the Company’s fourth quater 2002 results.
October 2002
Successfully placed Baht 18,465 million in new debentures, the largest offering of corporate debentures rated by TRIS and the second largest offering in Thai history. Prepayment of the Company’s indebtedness in the amount of US Dollar 452 million or Baht 19,590 million, funded by the proceeds from Thai Baht Debentures of Baht 18,465 million and Baht loan from IFC of Baht 1,125 million. Offered new ordinary shares to the existing shareholders. The number of total shares subscribed was 461,997,236 shares or 85.75% of the total shares offered to the existing shareholders. The Company registered the change in the Company’s paid up capital from Baht 32,325 million to Baht 36,945 million. The proceeds from this rights offering of Baht 3,003 million, which came from the CP Group and other existing shareholders, was used for additional
TRUETE: Nature of Business
11
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
investment in TA Orange through Bangkok Inter Teletech Company Limited. The Company’s holding stake in TA Orange increased from 41% to 44% after the transaction. September 2002
Approval granted by the Extraordinary General Shareholders Meeting No. 1/2545 to increase the registered capital of the Company from Baht 34,278 million to Baht 44,461 million by issuing 1,018 million new shares at a par value of Baht 10 each. The proceeds were used for investment in TA Orange and repayment of debts. Launch of a new business Broadband solution called “TA Metronet”, which is based on Fiber-to-Building technology. This technology provides transmission rates of 512 Kbps to 1 Gbps for each customer.
August 2002
The Company signed a Memorandum Of Understanding with Thailand’s 10 leading providers of information, entertainment, healthcare, financial services and on-line games in order to jointly promote and develop fully integrated services for Thailand’s first Broadband Community.
July 2002
Telecom Holding Company Limited and its subsidiaries entered into a Restructuring Agreement with its creditors. Further prepayment of loans of Baht 345 million from the Company’s cash surplus.
April 2002
The Company gained approval to install and operate an additional 6,000 public phone sets, increasing the Company’s capability to provide public phone service to 26,000 sets.
March 2002
TA Orange, a 41% joint venture of TelecomAsia Corporation Public Company Limited launched its cellular service under the “Orange” brand name. Additional prepayment of loan of Baht 948 million from the Company’s cash surplus.
December 2001
Entered into a new Baht loan agreement of Baht 5 billion to repay US dollar-denominated debt to reduce foreign exchange risk.
TRUETE: Nature of Business
12
True Corporation Public Company Limited
October 2001
Annual Registration Statements (Report Form 56-1)
Invested 41% in shares of Bangkok Inter Teletech Co., Ltd (“BITCO”), which holds 99.81% of shares in TA Orange Company Limited (formerly known as CP Orange Company Limited) via a share swap transaction. TA Orange is a GSM 1800 cellular operator under the Agreement to Operate and to Provide Cellular System Radio Telecommunication Services of Digital PCN (Personal Communication Network) 1800 granted by the Communication Authority of Thailand (“CAT”).
September 2001 Entered into a cross-currency swap agreement with KfW for repayment of loans of $US97 million in Baht to reduce foreign exchange risk. July 2001
True’s subsidiary launched high-speed data transmission services, including ADSL, Cable Modem and TA Megaport services launched. Prepayment of loan of Baht 368 million from cash surplus.
April 2001
True’s subsidiary launched prepaid PCT service under the name “PCT Buddy”.
February 2001
Prepayment of loans of Baht 532 million from cash surplus.
November 2000
“TA 1234” service, an economical rate for long distance calls launched.
August 2000
Start of Click TA service, an alternative Internet service that allows customers to log on for up to 2 hours.
March 2000
Debt restructuring successfully completed with a principle term that Kreditanstalt für Wiederaufbau (KfW), a major foreign creditor, subscribed 702 million preference shares totaling USD 150 million, equal to 24 % of total shares of the Company after the capital increase.
November 1999
Official start of PCT service.
TRUETE: Nature of Business
13
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
May 1998
UTV and International Broadcasting Corporation PLC (IBC) merged to become a leading cable TV service provider under the name of United Broadcasting Corporation PLC (UBC).
January 1997
The Company received approval to provide a public telephone service in the BMA.
August 1996
The Company gained approval to provide PCT service.
May 1996
Company gained approval to provide value-added services, such as digital network services and TA Connex.
September 1995 Company received approval for additional 600,000 fixed lines expansion in the BMA. March 1995
Start of cable TV service of UTV Cable Network Company Limited (UTV), one of the Company’s affiliates.
December 1993
Company listed on the Stock Exchange of Thailand with registered capital of Baht 22,230 million.
July 1992
Fifteen percent shareholding in the Company acquired by Nynex Network System (Thailand) Company Limited. December 1991 Telecom Holding Company Limited established to invest in telecommunications projects.
August 1991
Entered into the BTO concession with the TOT to build, install, jointly operate and maintain a 2 million fixed telephone lines in the Bangkok Metropolitan Area (BMA) for a period of 25 years.
November 1990
Company established with registered capital of Baht 1,000 million.
TRUETE: Nature of Business
14
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Business Profile of the Company, Subsidiaries and Associated Companies Currently, the Company’s products and services can be classified into major categories as follows: 1. Fixed line Services and Value Added Services 2. Wireless Services; Personal Communication Telephone (PCT) and Mobile Phone (TA Orange) 3. Data Transmission Services 4. Multimedia Network and Broadband 5. Internet, Content and Application Services 6. Other Services
TRUETE: Nature of Business
15
Annual Registration Statements (Report Form 56-1)
True Corporation Public Company Limited
BUSSINESS GROUP STRUCTURE As at 31 December 2004 2.6 million line Telephone Services, Value Added Service and Digital Data Network True Corporation Public Company
Wireless Multimedia Network and (PCT & Mobile Phone) Broadband Q Asia Wireless Communication Co., Ltd. Q True Multimedia Co., Ltd. Q Bangkok Inter Teletech - TA Orange - TA Orange Retail Co., Ltd.
Digital Data Network
Internet
True Corporation Public Company Limited Q True Internet Co., Ltd. Q True Multimedia Co., Ltd. Q Asia Infonet Co., Ltd. Q True Digital Entertainment Co., Ltd. Q True Internet Data Center Co., Ltd. Q NC True Co., Ltd. Q
Other Business Construction and Distributor Q Wire & Wireless Co., Ltd. Rental Business Q True Properties Co., Ltd. Q True Fleet Management Co., Ltd. Others Q Telecom Training and Development Co., Ltd. Q Thai Smart Card Company Limited Q T pay Co., Ltd.
NOTE : Non activities companies The group registration in Thailand as K.I.N. (Thailand) Co., Ltd., Tele Engineering and Services Co., Ltd., Yai Kaew Co., Ltd., Asia DBS Public Company Limited, Telecom International Co., Ltd.,U-Net Co., Ltd., Telecom Equipment Manufacturing Co., Ltd., Song Dao Co., The group registration in foreign as Telecom International China Co.,Ltd., TA Orient Telecom Investment Co., Ltd., Telecom Asia (China) Co., Ltd., K.I.N. (Thailand) Co., Ltd., Nilubon Co., Ltd., TRUETE: Nature of Business
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True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Revenues breakdown by business group Business Group / Operation by
1.
Percentage of 31 December Shares Held 2004 by the Baht % Company Million
31 December 2003 Baht % Million
31 December 2002 Baht % Million
Fixed line and Value Added Se rvice 1
True Corporation Public Company Limited 2.
Revenues Wireless (PCT & Mobile Phone)
Wire & Wireless Company Limited
Asia Wireless Communication Company Limited
Bangkok Inter Teletech Company Limited 3.
Revenues Multimedia Network and Broadband
True Multimedia Company Limited 4.
90.45%
16,893 60.4%
16,125 62.5%
11,730 35.5%
7,228 25.9%
6,096 23.6%
1,408
4.3%
1,097
3.9%
954
3.7%
1,029
3.1%
1,183
4.2%
1,199
4.7%
887
2.7%
471
1.7%
198
0.8%
Data Service
True Corporation Public Company Limited True Multimedia Company Limited 5.
Revenues
87.50% 99.99% 82.86%
16,632 50.4%
Revenues
90.45%
Internet
True Internet Company Limited Asia Infonet Company Limited True Digital Entertainment Company Limited True Internet Data Center Company Limited Revenues 6. Other Business
99.99% 65.00% 99.99% 70.00%
True Fleet Management Company Limited True Properties Company Limited Wire & Wireless Company Limited Other Companies
99.99% 99.99% 87.50%
Total Revenues
Revenues
1,324 4.0% 33,010 100%
1,078 3.9% 27,950 100%
1,203 4.7% 25,775 100%
Source: The Company
1
Includes Fault Reporting and Dropwiring, Public Phone and Audiotext
TRUETE: Nature of Business
17
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
3. DETAILS OF EACH BUSINESS LINE 3.1 Products and Services True Corporation is the most fully integrated nationwide communications solutions provider in Thailand and one of the country’s largest brands. Backed by Asia’s largest agro-conglomerate, the Charoen Pokphand Group (with a 36.08 percent shareholding), True’s subsidiary businesses currently include cellular operator TA Orange, Asia Wireless Communication (operator of WE PCT), True Multimedia, True Internet and pay TV operator United Broadcasting Corporation (UBC). Through these companies True provides home consumers, small and medium enterprises and corporates with the full range of cellular, wireless and wireline, Internet, data and entertainment products and services in solutions or customized packages. True is firmly established as the BMA’s leading wireline service provider with around 56 percent market share is the country’s largest Broadband provider with more than 85 percent market share, and the country’s leading Internet Service Provider. In TA Orange True owns the fastest growing and third largest mobile operator. 1. Fixed line and Value-Added Services In 1991, the Company was formally awarded the Agreement for Joint Operation and Joint Investment under a Build Transfer Operate (BTO) 25-year term, by TOT to construct, install and jointly operate a 2.6 million wireline telephone expansion in the BMA. The Company shares its revenue with TOT. TOT collects service charges from customers and then sends back a proportion of revenue to the Company. Under the said agreements, our revenue sharing is based on gross revenue before the deduction of related expenses, at the rate of 84 percent for 2 million lines and 79 percent for 600,000 lines. The Company has 82 percent revenue sharing from each valueadded service and 76.5 percent of the public phone. As at December 31, 2004 True had 1,944,521 fixed line subscribers - the highest BMA market share at approximately 56 percent.
TRUETF: Details of each business line
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True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Telephone Subscription and Installation Customers can subscribe for wireline telephone services at 57 True Shops throughout the BMA, or through the Tele-ordering Center, an account executive or a direct sales representative. Customers can contact the Call Center and report faults using the same easy to remember number (02900-9000). They can also report faults through the 1177 Service Center, which provides 24-hour service. Technical support is provided by 35 Bangkok Service Area and Maintenance Centers throughout the BMA, which can fix business customer problems within four to eight hours and residential faults within 24 hours. Value-Added Services In addition to fixed line or wireline services, the Company offers a range of value-added services to meet customers’ needs, including: • The Company has provided a public phone service in the BMA since 1997 with 20,000 telephone units. In April 2002, the Company gained approval to install an additional 6,000 telephone units, bringing the total number of units to 26,000. • Voice Mailbox, Call Waiting, Conference Calling, Call Forwarding, Hot Line, Abbreviated Dialing, Automatic Call Repetition and Outgoing Call Barring. • Caller ID displays incoming call number on Call ID phone. The Company also provides services for corporate customers requiring a large number of telephone lines and provides a range of valued-added services including: • Direct Inward Dialing (DID automatically directs incoming calls to a party). • The Hunting Lines service bundles two or more telephone lines at one location into a single number. • The Integrated Service Digital Network (ISDN) enables a telephone network to handle all forms of voice, data and image communications simultaneously on the same telephone line. • Televoting is a special service for companies with peak periods of short message traffic. It enables companies to perform a lot of marketing activity without investing in infrastructure. Vote results are available in as little as five seconds.
TRUETF: Details of each business line
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True Corporation Public Company Limited
•
• (2)
Annual Registration Statements (Report Form 56-1)
Free Phone 1-800 allows businesses to provide their customers with a free contact call service. The cost of customer Free Phone calls are automatically billed to the business. Customers can call from any telephone by dialing 1-800 followed by six digits. Voice Conference enables to make a conference via telephone line wherever and whenever customer are.
Personal Communications Telephone (WE PCT) and Mobile Phone Business (TA Orange)
The WE PCT business is operated by Asia Wireless Communication Company Limited, (AWC) a True subsidiary. The mobile phone business is operated by TA Orange Co., Ltd. (TA Orange). The Company has an almost 83 percent shareholding in TA Orange, held through Bangkok Inter Teletech Co., Ltd. (BITCO). 2.1 Personal Communications Telephone (PCT) Together with AWC, the Company officially launched its PCT Service in November 1999. PCT is a wireless service that has the same number as a fixed line telephone, therefore it is easy to remember. PCT can be used anywhere within the inner area of the BMA. In September 2004 the PCT brand was repositioned as “WE PCT” to reflect the strategy of building communities and bringing together people via free calls within the WE PCT network. All revenue from the PCT service is collected by TOT and the Company is paid 82 percent of this, before deduction of related expenses, of which about 70 percent is paid to AWC as compensation for operating the PCT service. The PCT service is also available to TOT subscribers. Because the PCT network belongs to the Company, TOT shares approximately 80 percent of revenue received from its subscribers to the Company as a PCT network rental fee (in the event that the foreign exchange rate is below Baht 38 per USD1) or approximately 82 percent of revenue (in the event that the foreign rate is Baht 38-45 per USD1). As at December 31, 2004 the Company had 472,846 PCT subscribers, including PCT Buddy (Prepaid PCT service) subscribers.
TRUETF: Details of each business line
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True Corporation Public Company Limited
2.2
Annual Registration Statements (Report Form 56-1)
Mobile Phone Business (TA Orange)
In October 2001, the Company invested in a 41 percent shareholding in BITCO, which holds 99.86 percent of the shares in TA Orange to operate a GSM 1,800 MHz cellular business under the Agreement granted by the Communication Authority of Thailand (CAT) until 2013. In March 2002, TA Orange formally launched its business in both post-paid and pre-paid mobile phone services. In September 2004, the Company completed the purchase of European mobile operator Orange Group’s 39 percent shareholding in TA Orange and took an 83 percent shareholding in the company. At December 31, 2004, TA Orange had 3,380,383 subscribers and a 12.5 percent market share, making it the third largest mobile operator in the Thai market. During 2004 TA Orange leveraged on synergies with the True Group to emphasize the enhanced convenience and benefits of using a wide range of True services. In April 2004, TA Orange and True unveiled the “All Together Bonus” campaign, which provided customers with free TA Orange talk time for every Baht they spent on home telephone, PCT, Click Internet, Easy Internet and hi-speed Internet services. By the end of 2004, more than 200,000 customers had benefited from this “best for value” promotion. TA Orange services Talk Plan TA Orange’s Talk Plan post-paid service allows customers to choose a monthly services plan from a range of Baht 500, 800 or 1300 per month. Just Talk Just Talk is TA Orange’s prepaid service. TA Orange led the market during 2004 with a steady stream of innovative pricing promotions, including the Just Talk 1 Baht per minute campaign. Once the prepaid balance has been spent, top-up can be done via many channels including “Easy Top Up” range
TRUETF: Details of each business line
21
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
of services, which offers Just Talk customers convenient new ways to top up their mobile phone accounts. “Mobile Top Up” lets Just Talk customers transfer prepaid credits from one mobile phone to another. Another Easy Top Up is “Home Top Up”, which allows TA Orange customers to use their True fixed-line account to top up their mobile phone. Direct Business TA Orange offers Direct Business, an advisory service dedicated to helping businesses find the best possible solutions to their communication needs. Through careful analysis, dedicated teams can identify and create customized communication solutions for businesses. Multi-Media Services TA Orange provides a range of multi-media services to enhance customer’s lifestyles. These can be downloaded via GPRS under the Orange World portal and include four new services launched in 2004: • •
•
•
“Photo World”, a complete suite of photo-based communication and community services. “Financial World”, which offers a range of financial information services to meet the needs of Thai investors. “Toon World”, which enables customers to download games, cartoons, screen savers and ring tones featuring well known cartoon characters. “Game World”, a complete games portal that offers the best selection of the most popular games to mobile phone users.
Other TA Orange services launched in 2004 include: •
• •
Voice messaging: TA Orange and True launched Thailand’s first Voice SMS that lets users send audio messages to fixed-line phones on any network in the country. True customers can also send Voice SMS messages to any mobile or fixed-line phone in Thailand. International SMS including International SMS service reaching 123 countries. Welcome SIM: enables tourists to make calls whenever they want across all wireless communication networks without worrying about reconfiguring the handset or having to buy a new one. They will also enjoy free calls for tourist information and can get emergency assistance while in Thailand.
TRUETF: Details of each business line
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True Corporation Public Company Limited
•
3.
Annual Registration Statements (Report Form 56-1)
Wi-Fi/GPRS: True and TA Orange launched Thailand’s first combined WiFi/GPRS package. This package provides unlimited access to both high-speed data services at a flat monthly rate with a single monthly bill.
Data Transmission Services
True data transmission services include: •
•
•
•
Digital Data Network (DDN) or Leased Line - a private network that facilitates voice, data and image transmission between two different points at a stable speed. This service is especially suited to customers, such as banks and financial institutions, which rely upon continuous transmission of accurate data or information, often in large volumes. The Company can provide a wide range of DDN speeds to suit customer needs, starting from 64 kbps to more than 140 Mbps with guaranteed service quality. As of December 31, 2004 the Company had installed 9,001 circuits. The Company is offering DDN service in BMA and upcountry areas. True Multimedia, the Company’s subsidiary, has expanded its DDN network into business centers of 40 provinces. IP Access Service (IPAS), offered under the name Megaport, provides a total remote dial access solution for customers who require an external access port. These include Internet service providers, Web information providers, and business groups, which require a Virtual Private Network Service, but do not want to bear the additional cost for equipment and management of the access port. Trunking access is an Internet connection circuit, which connects to your access server to receive 30 lines (or multiple of 30 lines) dialing concurrently from a nationwide telephone system, with a single easy to remember number. Metronet is fiber-to-the-building technology that enables high-speed data transmission through Fiber-optic cable, with reliable ring network architecture. It is designed to provide a simple network configuration, with wider bandwidth capacity for business customers. Metronet offers a range of data transmissions speeds from 512 Kbps to 1 Gbps.
TRUETF: Details of each business line
23
True Corporation Public Company Limited
•
•
4.
Annual Registration Statements (Report Form 56-1)
Network Manager is an outsourced network management service that can advise on a range of functions, from infrastructure investment to network design and implementation. The service also provides network system monitoring, performance reporting and planning for future network expansion. Mail Fax enables customers to send via a traditional fax and recipients to receive it via their e-mail.
Multimedia and Broadband Services
Multimedia services are provided by subsidiary Asia Multimedia Co., Ltd. (AM), which changed its name in November 2004 to True Multimedia Co., Ltd. True Multimedia (TM) has permission from the TOT to provide non-fixed-line telephone services for 20 years from October 20, 1997. True Multimedia has rented its HFC network of 35 analog channels to United Broadcasting Corporation Public Company Limited (UBC), the Company’s affiliate, for broadcasting cable TV programs. In addition, TM is a drop-wire distributor and provides UBC subscribers with drop-wire installation services, including the maintenance of UBC set-top boxes installed at a subscriber’s house. High-speed Internet (Broadband) Services True Multimedia also provides wireline Broadband services through two technologies. Cable Modem is an external device that allows computers to send and receive data via the HFC network at very high speed. The transmission speed through AM’s cable modem service is up to 100 times higher than other dial-modems currently used by Internet users. As at December 31, 2004 the Company had 1,613 Cable Modem subscribers. ADSL (Asymmetric Digital Subscriber Line), launched under the name TA Express, which has been changed to “hi-speed Internet” later, is an always-on, high-speed Internet service. Customers can select the speed (up to 4 Mbps) that suits their needs and can surf the Internet and talk on the phone at the same time. As at December 31, 2004 the Company had total consumer broadband subscribers of 164,775 with a market share of approximately 85 percent.
TRUETF: Details of each business line
24
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
In July 2004, the Company launched unlimited hi-speed Internet packages including local and international websites. Monthly charges start at Baht 590 per month and in October 2004 True announced its leadership in Broadband communications with the introduction of a new highvalue promotion for hi-speed Internet enthusiasts – a free modem and no registration fee, an offer valued at 3,800 Baht. True also provided two special services for Internet fans including Turbo on demand, an express channel that delivers a 2 Mbps connection speed with rates charged for actual use per minute; and Broadband TV On PC, which enables users to view their choice of diverse programs on a computer whenever they want at www.hispeedworld.com. Wi-Fi Internet by True uses latest wireless communication technology and provides data transmission at speeds of up to 11 Mbps. The Company offers “Wi-Fi Internet by TRUE” service in 110 areas covering key convention centres, hospitals, and food and coffee outlets. TA Station TA station is a coin-operated kiosk offering Internet access at a speed of 512 Kbps. Each station of True’s 70 sets of stations in the BMA has a built-in digital camera so users can take their photographs and email them to their friends. The station can also provide movie, music, game, ring-tone and logo downloads, as well as karaoke services. 5.
Internet, Content and Applications
Since receiving approval from CAT in November 1996, True subsidiaries, Asia Infonet Co., Ltd (AI) has provided Internet and e-commerce services under the name of True Internet. True is currently one of the biggest Internet service providers in Thailand. As at December 31, 2004 it had 1,231,344 subscribers. True’s customers are offered various service alternatives. Corporate customers can, for example, select leased line, ISDN and web-hosting services, while private users can select from monthly or hourly membership packages, or purchase an Internet kit or international roaming services.
TRUETF: Details of each business line
25
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
The Company also offers an economical Internet service designed to exclusively serve its telephone subscribers via the www.trueclick.net website. Trueclick.net is an on-line portal that provides customers with high-speed, data transmission through a special gateway to the Internet. Trueclick.net contains a variety of useful information and entertainment content and has a free e-mail service for its subscribers. Customer can connect to the Internet using True phone number 0-2900-9600-2 and stay connected for up to 3 hours per dialup (with unlimited dialup). Service charges collected by AI are shared with the Company at different ratios according to subscriber numbers. In the first quarter of 2003 the Company and AI launched another Internet service for fixed line customers under the name TA easy Click and changed to Easy Internet, which charges for actual time used at the rate Bt 9 per hour. Charges are billed to customers together with the fixed-line charges. Customers can connect to Easy Internet by dialing True phone number 0-2900-0000. The Company provides corporate and institutional customers with e-commerce services and end-to-end web development solutions. In the second quarter of 2003 AsiaNet Corporation Ltd. (ANC) which changed its name to True Internet Co., Ltd. in August 2004, a Company’s affiliate, entered a joint-venture with Dacom Corporation (the biggest IDC provider in Korea and Asia) to create the True Internet Data Center Co., Ltd. The True Internet Data Center opened in April 2004 and provides a full range of Internet services to business customers. Since the end of 2002 the Company has signed agreements with more than 20 information providers, health and financial services and online game companies to setup a Broadband Community and provide a range of content and applications through the website www.hispeedworld.com. In January 2004, True Digital Entertainment launched PristonTale, a popular online game which has received awards from the Cultural and Tourism Ministry of Korea. In May 2004 it launched ‘Home Entertainment by TRUE’, a high speed online music service delivered via www.entertain.tv in association with R.S. Promotion Public Company Limited, an entertainment provider. In July, 2004 True formed a joint venture company “NC True” with NCsoft, the world’s leading developer and publisher of online computer games in Korea. The first game launched in early 2005 was ‘Lineage II’ the number one Massively Multiplayer Online Role
TRUETF: Details of each business line
26
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Playing Game (MMORPG) of Korea. In November 2004 True joined hands with R.S. Promotion to deliver “Karaoke-on-demand and Movies" via high-speed Internet. 6.
Other services
The Company also provides: An outsourced contact call center service under the name ContactAsia. Using • ContactAsia can reduce technology investment and overhead costs for customers, while providing the highest levels of customer relationship management. True Moving Home is an installation moving service for fixed line telephone, PCT • and Internet customers Home Wiring Care to help customers solve telephone wiring problems. • 3.2 Marketing Strategy The Company aims to provide customers with tailored solutions and a range of bundled telecommunications services. It believes that demand for a combination of wireline, wireless, Internet and multimedia products and services will increase significantly in future. In addition to providing access to the latest products and services, the Company and its subsidiaries want to become more customer-centric and improve distribution channels. Nature of Customers and Target Group The Company recently separated its customers into two segments (Corporate and Consumer) to enable staff to better focus on providing these segments with the most appropriate high technology products and services.
TRUETF: Details of each business line
27
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Corporate Segment – categorized into 8 main groups: 1. Banking, Finance & Insurance 2. Government & State Enterprise 3. Industrial 4. Distribution 5. Carriers 6. Service Providers 7. Services 8. Business Partners Corporate segment also includes small and medium sized companies that have revenue of more than 300 million Baht per year or have less than 200 employees and need telecommunications and ICT technologies to improve their business. Consumer Segment - customers are dependent on type of products. 1. Fixed line and value added services – General customers 2. Internet and Broadband - Younger generation and students, existing dial-up Internet users, high-value segments such as UBC members & credit card holders 3. Home Solutions - New houses and higher value home 3.3 Distribution Scheme and Distribution Channels Distribution channels are divided into two sections: 1) Business Channel (for Corporate and Medium Enterprises): 1.1 Account Executives who are trained to understand customers’ requirements. 1.2 Technical Specialists/ Engineer Teams who give technical consultancy. 2) Consumer Channel 2.1 True Shops at 57 locations and Orange Shop at 27 around the BMA. 2.2 Teleordering centers, which customer can call to request a new phone line or other services.
TRUETF: Details of each business line
28
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
2.3 Direct Sales are by area, which have dedicated sales managers and executives. Marketing activities are tailored and include mail drops, promotional activities, and mobile outlets. 2.4 www.truecorp.co.th is the online channel to serve customers. 3.4 Procurement of Products and Services Network Capacity for Services The Company believes that its extensive fiber-optic network covering all over BMA gives it a key competitive advantage. Voice and data travel through the fiber-optic cable network at a higher speed than through copper wire or radio wave. In addition, the network architecture can eliminate call failures due to accidental interruption or any other causes. The network has a spider web design covering all of the service area, which enables True to utilize other routes when one breaks down. Network Acquisition The Company has employed a number of suppliers to assist in network acquisition and installation (including outside plant installation) to expand its service coverage, and is not dependent upon any specific distributor or supplier. Technical and Management Support The Company has acquired technical and management support from Verizon Communications, Inc. No further support has been provided since the middle of 2003 after Verizon sold its shareholding in the Company. However, Verizon had transferred substantial telecommunication expertise to the Company during the period of time when it was a shareholder of the Company. The Company’s management team is capable of operating without support from Verizon.
TRUETF: Details of each business line
29
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
3.5 Thai Telecom Industry Fixed line Telephone Business Fixed-line telephone growth has slowed since 2003, due to the competition from cellular business and the reintroduction of installation fees for new phone lines. Table : Number of fixed line subscribers as of September 30, 2004 As of September 30, 2004 BMA Provinces Total TOT* 1,485,690 1,912,762 3,398,452 The Company** 1,925,696 1,925,696 TT&T* 1,188,013 1,118,013 Total 3,411,386 3,100,775 6,512,161 source: * Data from www.tot.co.th **Data from the Company Fixed-line operator
Competition within the Thai fixed line telephone market increased in 2004 as the TOT improved its marketing to compete with private companies. In addition, aggressive promotion campaigns were launched by cellular operators. The traffic migration from fixed line to mobile showed sign of leveling off as the cellular market growth slowed and cellular operators moved their focus to retaining their customer base instead of attracting new customers through price cuts. In addition, fixed line telephone operators have been offering value-added services to better serve customers’ needs, for example Caller ID service, TT&T and the Company joined forces to provide throughout the country. From September 1, 2003, fixed line operators have been allowed to launch reduced-tariff promotions for domestic long distance calls and calls to mobile phones. In early 2004 fixed-line operators were allowed to launch 6-month promotions under a flexible tariff structure, with the two earlier packages setting ceiling rates. All these measures have made fixed line services more competitive. In addition, to creating a more level playing field between mobile and fixed line operators, the Flexible Tariff provided valuable market intelligence in the run up to the introduction of an interconnection regime.
TRUETF: Details of each business line
30
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Cellular and PCT businesses In 2004 the cellular market grew 22 percent, down on the 27 percent growth in 2003. Subscribers increased 4.7 million to 27 million. The penetration rate at the end of 2004 was at 41 percent, an increase from the 34 percent rate in 2003. Most analysts expect competition to stabilize as operators focus on increasing ARPU, Customer Relationship Management (CRM) and providing new value-added services especially in non-voice business such SMS, MMS, game and content. Three new cellular operators have entered the market since 2002. TA Orange, which provides GSM 1800 MHz cellular services, officially opened for business in March 2002. Thai Mobile (joint venture between TOT and CAT), which provides Digital 1900 MHz cellular services started operating in November 2002. Hutchison CAT Wireless Media Company Limited, a joint venture between Hutchison Wireless Multimedia Holding Limited and CAT, provides CDMA cellular services and started operating in November 2002. Table : Number of cellular subscribers as of December 31, 2004 Cellular operator Subscribers as at December 31, 2004 AIS 15,184,000 DTAC 7,786,165 TA Orange 3,380,383 Hutch & Thai Mobile 772,432 Total 27,122,980 As at December 31, 2004 TA Orange had 3,380,383 subscribers. As at December 31, 2004 WE PCT had 472,846 Subscribers. Digital Data Network (DDN) business The DDN market in Thailand continues to grow at about 20-30 percent a year due to the popularity of on-line data transmission and an increase in Internet users. There is high competition between the large number of DDN operators and suppliers of alternatives, such as ADSL providers.
TRUETF: Details of each business line
31
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
The Company has a competitive advantage in having the most modern network. In addition, it seeks to differentiate itself from competitors through a focus on service quality. In 2003 the Company launched the Managed Data Network service, which combines three network operation services including network performance management, fault management and configuration management. In 2004 True launched data network solutions to suit different needs of customers. Broadband business The Broadband business is at an early stage of development with the relatively small number of subscribers growing at a rapid rate. In 2002 the Company’s Broadband customers more than doubled to approximately 3,700 subscribers, representing more than 50 percent of the total market share. In 2003, Broadband subscribers grew by 214 percent to 11,661 (as at December 31, 2003). In 2004 True became firmly established as the Broadband market leader with 85 percent share. As at December 2004, the True Broadband subscribers grew more than 13 folds year-on-year to 164,775. One of the drivers of this rapid subscriber growth has been the falling cost of modems. In addition, on-line content such as games has become more popular. Broadband monthly fees have also fallen as Broadband service providers have increased the size customer bases. The Government has also reduced International Internet Gateway fees, lowering costs for service providers. Broadband penetration in Thailand remains low (less than 1 percent of population) compared to penetration rates in other developed Asian countries, such as Korea (23.3 percent), Hong Kong (18.0 percent), Japan (11.7 percent) and Singapore (10.1 percent). (Source: ITU World Telecommunication Indicators Database, 2004). This suggests that the Thailand market has a lot of room to grow. There are several operators in the Thailand Broadband market; United Broadband Technology Co., Ltd. (UBT) under the UCOM group; Lenso DataCom Co.,Ltd (under Q-Net service); Samart; CS Loxinfo; TOT; TT&T; Advance Data Network (ADC) under the Shin Corporation Group and the Company. Only TOT and True own a fixed line network in the BMA, which gives both companies a competitive advantage. True has more network coverage and the most modern network with extensive fiber optic cabling, which is most TRUETF: Details of each business line
32
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
suitable for providing Broadband services. In addition, True can offer a wider range of Broadband services at a reasonable price because of its ability to leverage synergies between Group subsidiaries. In early 2003 some service providers, including True, started offering wireless Broadband services or WiFi (Wireless Fidelity). Competition in this market is not high because of the small number of providers. Internet Services There were an estimated seven million Internet users in Thailand at the end of 2004, an increase of approximately 17 percent compared with 2003. [Source: National Electronics and Computer Technology Center (NECTEC)]. This represents a penetration rate of approximately eleven percent. This is relatively low when compared with other developed countries, such as Korea (61 percent), Singapore (51 percent), Japan (48 percent), Hong Kong (47 percent) and Taiwan (39 percent). (Source: International Telecommunication Union, 2003). The growth in Internet users was partly the result of Government ICT initiatives designed to transform Thailand into a knowledge society. These initiatives were grouped into five projects; e-Government, e-Commerce, e-Industry, e-Education and e-Society. To support this goal the Government has provided low-cost computers and Internet access and reduced the cost of international lease circuits. It has also approved the installation of an additional 565,500 fixed-line telephones across the country in 2004 and supported the introduction of low-cost hi-speed Internet in order to increase the number of users to one million by the end of 2004. Competition among Internet businesses was high in 2004 because of the large number (18) of Internet Service Providers (ISPs). However, service charges were relatively stable at approximately Bt 7-9 per hour for a dial up service. True provides Internet services through its subsidiary, Asia Infonet Co., Ltd. (AI), and True Internet which became Thailand’s biggest ISP in 2004. As at December 31, 2004 True had 1,231,344 subscribers. Other major operators, include CS Loxinfo, KSC Internet, and Internet Thailand, TRUETF: Details of each business line
33
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
In 2005, the Company expects to see continued rapid growth in Internet services and more ISP providing Broadband services. Regulatory Update Key developments in 2004 included; The establishment of the National Telecommunications Commission (NTC) - August 27, 2004, The Senate selected the seven members of the NTC, Rianchai Reowilaisuk, Prasit Prapinmongkolkarn, Suchart Suchatvejapoom, Sethaporn Kusripituk, Chuchart Promprasit, Artorn Chantawimol and Sutham Yoonaitham. - September 1, 2004, General Chuchart Promprasit was voted chairman of the NTC. - His Majesty the King endorsed the seven NTC members on October 1, 2004. - The NTC officially took office on November 1, 2004 and announced urgent tasks, including the formation of the NTC office and the telecommunication master plan. - The NTC received USD 270,000 dollars for operating expenditures from the World Bank. - December 1, 2004, The NTC announced the details of its organizational structure,– Telecommunication Resources Bureau, Competition Bureau, Customer and USO Bureau, International Bureau, Policy and Regulatory Development Bureau and Administration Bureau. - The NTC said it expected to grant new operating licenses in June 2005, starting with permits for state-owned carriers TOT and CAT and including private companies that do not have concessionions with TOT or CAT. - The NTC announced it planned to introduce an Interconnection charge in mid June 2005. The telecommunication master plan is expected to be complete in February to March 2005. - Mid-December 2004, the NTC imposed an ethical code of conduct on its seven members.
TRUETF: Details of each business line
34
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
TOT and CAT Privatization - In the 2004 there was no further development on the planned TOT and CAT privatization. Concession Conversion - The Government has been trying to facilitate the concession conversion for the telecom sector since 2000. It has appointed committees and advisors to perform a feasibility study and outline the concession conversion framework, but cannot find the solution that all parties can agree on. - May 2004, The concession conversion committee including TOT, CAT and financial consultants identified three options for the concession conversion process: (1) no conversion; (2) compensation to be calculated for “x� years of revenue sharing and the buy back of assets would be allowed; and (3) revenue sharing would be maintained as started in their concession, but assets could be bought back at the end of concession. Interconnection Regime - In 2003, the ICT Ministry initiated a study on Interconnection charges in order to create a fairer playing field for all operators. The ICT Ministry appointed the Post and Telegraph Department to be a coordinator and to hold meetings with telecom operators to study and recommend rules and regulations for the interconnection regime. - May 2004, The ICT ministry released a study on interconnection charges and recommended a termination charge rate of 1.07 Bt/min. - In August 2004, the Post and Telegraph Department was dissolved and the NTC was established to regulate the telecom industry, including the interconnection regime. Reduced tariff for domestic long distance calls for fixed line service - From September 1 to November 30, 2003, all fixed-line operators were given approval by the ICT Ministry to jointly launch three-month reduced tariff TRUETF: Details of each business line
35
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
promotions for domestic long-distance and call-to-mobile services via two packages. The promotion was extended one more month to December. Details of the two options are as follows. For package one, the monthly fee (Baht 100) and local call tariff (Baht 3 per call) remained the same. The domestic long-distance call tariff was reduced to Baht 3,6 and 9 per minute (from Baht 3,6,9,12, 15 and 18 per minute). Charges for calls to mobiles within the same area remained the same (Baht 3 per minute), but reduced to Baht 6 per minute (from Baht 8, 12 per minute) for different areas. For the second package, the rates were reduced to Baht 3 per minute nationwide for calls from fixed-line to fixed-line and to mobile phones, while the monthly fee was raised by Baht 100 to Baht 200. - At the start of 2004 fixed-line operators were allowed to launch 6-month promotions under a flexible tariff structure, which used the previous two packages as ceiling rates. - July 2004, TOT extended the flexible tariff promotions to June 30, 2005 after the six-month trial. Only TOT and True provided these promotions because TT&T refused to join the program. Reduced tariff for international long distance calls for fixed line service - TOT began offering international direct dial services (IDD) on July 1, 2004 to nine countries on a trial basis (the United States, United Kingdom, Australia, Germany, Japan, China, Taiwan, Hong Kong and Singapore) at 9 Bt/min. - In the same period, CAT reduced rates of an international phone service via voice-over internet protocol (VoIP) named “eFONE” from 7-33 Bt/min to 7 Bt/min in 30 countries and “CAT PhoneNET”(pre-paid card) from 7-33 Bt/min to 6 Bt/min. - August 2004, TOT launched an international phone service via voice-over internet protocol (VoIP) by dialing the prefix 008 at 7 Bt/min in 29 countries. - November 2004, TOT expanded destinations for an international phone service via voice-over internet protocol (VoIP) to 151 countries.
TRUETF: Details of each business line
36
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
4. RESEARCH AND DEVELOPMENT The Company did not invest any on Research and Development (R&D) activities for the technology or communication apparatuses as technology network and equipments that the Company used in providing the services to the customers. The Company decided to purchase the ready-made communication networks and equipments from the various suppliers which the Company has an opinion that those products are efficient, hightechnological and appropriate to the Company’s activities. Therefore, it was unnecessary for the Company to invest on the R&D to create and build its own network and communication equipments. However, most of its R&D Budget is contributed to the marketing which the Company strongly developed and intended to improve on its service to meet the growing demands and the customers’ needs. The Budget was divided into three main areas, R&D in Marketing, New Services and Service System. During the last three years, the total expenses for R&D are as follows:
YEAR
Thai Baht (thousand)
2004
29,900.71
2003
4,659.67
2002
17,410.11
TRUETG: Research and Development
37
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
5. OPERATING ASSETS 5.1 Property, plant and equipment Network equipment and non-network equipment are included in property, plant and equipment. Under the Joint Operation and Joint Investment for Expansion of Telephone Services Agreement of 2.6 million lines, PCT, Mobile phone and Internet services, the assets pertaining to these agreements must be transferred to TOT and CAT. As at 31 December 2004, the Group's assets are listed below : Network equipment Net book value (Baht Million) Consolidated Company Land and land improvement 1,848 1,848 Building and construction 1,118 1,118 Telephone network equipment 24,523 24,612 Mobile phone network equipment 36,940 1,658 Public Phone 1,050 992 Multimedia network equipment 1,717 Power supply and computer 340 340 Work in progress 92 89 Total 67,628 30,657 Network equipment in the consolidated financial statements at net book value of Baht 30,952 million was transferred to TOT and CAT under the various Agreements and Baht 29,758 million of the Company was transferred to TOT under the the Agreements for Joint Operation and Joint Investment. According to the agreements, the Group has the right to operate and maintain these assets over the agreements periods. The Company assign the right to operate network equipment which transfer to TOT (according to the conditional assignment over the Agreement for Joint Operation and Joint Investment) to secure of the Thai Baht borrowings. Non-network assets are the right of the Group to operated, utilised and disposal those assets. As at 31 December 2004, the Group's assets are listed below : Non-network equipment Net book value (Baht Million) Consolidate Company d Land and land improvement 293 Leasehold right & improvement 1,376 81 Furniture, fixture and equipment 688 213 Vehicle 1,552 1 Power Supply & computer 4,036 351 Work in progress 102 52 Total 8,047 698
TRUETH: Operating Assets
38
True Corporation Public Company Limited
5.2
Annual Registration Statements (Report Form 56-1)
Intangible assets
Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net assets of the acquired associated at the date of acquisition. At 31 December 2004, goodwill from acquisition of an associate (UBC) at the amount of Baht 3,263 million was presented in the balance sheet under the investment in subsidiaries, joint venture and associates. And goodwill from acquisition of Bangkok Inter Teletech Co., Ltd (“BITCO”) amount of Baht 997 million was presented in the balance sheet under intangible asset. Computer software development cost Computer software development cost which enhances or extends the performance of computer software programmers beyond their original specifications is recognised as a capital improvement and added to the original cost of the software. At 31 December 2004 net book value is Baht 1,112 million. Trademarks Trademarks represent the consideration paid by a subsidiary to use another venture’s trademark in Thailand. At 31 December 2004 net book value is Baht 59 million. The right to operate NON-POTS and to hang dropwire The right to operate NON-POTS and to hang dropwire is expenditure for license, which represent fair value of subsidiaries’ share exchange. At 31 December 2004 net book value is Baht 400 million. Investment in subsidiaries and associates policy Investment in subsidiaries and associates of the Company has been done through Telecom Holding Co., Ltd. (“TH”), which the Company holds 99.99% of TH shares. TH was established as a holding company to invest in telecommunication projects and related business. The Company has policy to invest in provisions that it will be the major shareholder of subsidiaries or associates and/or will be the operator or manage the invested project on its own, except when conditions in the market does not allow the Company to do so. The amount of investment made by TH will not be more than the existing issued capital of TH. The Company can not borrow new money to invest in any projects unless the creditors under the Company’s debt restructuring agreement permit. Thus, the risk associated with the investment would be limited by the amount of issued capital of TH. Moreover, the Company will appoint a representative to be the director of subsidiaries or associates as per the percentage of shareholding to closely monitor the management of such subsidiaries or associates.
TRUETH: Operating Assets
39
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
6. FUTURE PROJECTS The Company and its subsidiaries have investment plans in 2005 for the following projects: 1. Retail Distribution Center The Company plans to upgrade outlets that offer Company and subsidiary products, as well as other IT products, so that they are in line with the new corporate branding. 2. Corporate ICT The Company plans to provide ICT services as one-stop-service for corporate customers. This investment will support the Company strategy of becoming a customer-centric communications solutions provider. 3. Capacity Expansion of Broadband Service The Company plans to expand capacity of its broadband network service. To cope with the expected market growth, this will serve 500,000 customers with more efficiency. 4. Data Network Expansion to provinces The Company’s subsidiary, True Multimedia, plans to expand its upcountry Fiber Optic network to the more provinces to support the mobile phone network expansion of TA Orange and the Internet service of Asia Infonet. Part of this Fiber Optic network will also support the DDN and Broadband network of True Multimedia, which will reduce duplication of investment between subsidiaries, and improve network management efficiency.
TRUETI: Future Projects
40
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
7. LEGAL DISPUTES (1) Lawsuits that may have negative effect on the Assets of the Company and subsidiaries in the amount of over 5% of the shareholders equity as at December 31, 2004
: None
(2) Lawsuits that may have material effect on the Company’s business but could not be appraised the quantitative amount
: None
TRUETJ: Legal Disputes
41
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
8. CAPITAL STRUCTURE 8.1 Company’s Securities
As of 31st December 2004, the Company has 7 securities namely: 1. Ordinary Shares 2. Preferred Shares 3. Warrants under the Employee Stock Option Plan Year 2000 (“ESOP 2000”) 4. Warrants under the Employee Stock Option Plan Year 2002 (“ESOP 2002”) 5. Warrants under the Employee Stock Option Plan Year 2003 (“ESOP 2003”) 6. Warrants under the Employee Stock Option Plan Year 2004 (“ESOP 2004”) 7. NVDR (Non-Voting Depository Receipt) Details of each security are as follows: 1. Ordinary Shares At 31st December 2004, the Company has registered capital in total of THB 46,583.39 million, consisting of 3,958.87 million ordinary shares with par valued THB 10 each and 699.46 million preferred shares with par valued THB 10 each, of which THB 40,925.27 million are paid up capital divided into 3,393.06 million ordinary shares of THB 10 each and 699.46 million preferred shares with par valued THB 10 each. 2. Preferred Shares At 14th February 2000, the Extraordinary General Shareholders Meeting No.1/2000 has resolved to approve the allocation of 702,000,000 news preferred shares to offer for sale to KfW and/or wholly owned subsidiaries of KfW and/or the Thai Trust Fund with the total offering price of USD 150 Million. On March 30, 2000 the Company allocated 343.98 million preferred shares or 49% to KfW and 358.02 million preferred shares or 51% to Thai Trust Fund, the details of preferred shares’ rights, as summarized below: a. During the period between the date of the issuance of the Preferred Shares to and including the 8th anniversary of the issuance of the said Preferred Shares, the rights conferred to the holders of Preferred Shares shall be as follows:
TRUETK: Capital Structure
42
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(1)
The holders of Preferred Shares shall be entitled to receive dividends in priority to the holders of the ordinary shares at the rate of THB 1 per share per fiscal year (except for the first fiscal year in which the Preferred Shares have been issued and for the last fiscal year of the said 8-year period).
(2)
The right of the holders of the Preferred Shares to receive dividends at the rate specified in Clause a (1) above is the right to receive cumulative dividends for any fiscal year in which the payment of such dividends has not been at all declared or not been declared in full (the “Cumulative Dividends in Arrears�). The holders of the Preferred Shares shall first receive the dividends before the holders of ordinary shares. After the Preferred Shareholders have received the foregoing dividends in full, any remaining profits shall be divided in equal amount per share and paid to the Preferred Shareholders and the ordinary shareholders.
(3)
Upon liquidation or dissolution of the Company, any assets remaining after payment of all amounts payable in respect of indebtedness and other obligations of the Company shall be paid to the holders of the Preferred Shares in priority to the holders of the ordinary shares, in the amount equivalent to the par value of Preferred Share per each share held by such holder of the Preferred Shares plus any Cumulative Dividends in Arrears. If there remains proceed of liquidation of the assets of the Company, they shall be divided and paid to the holders of the ordinary shares.
(4) (5)
TRUETK: Capital Structure
And if there still remains proceeds of liquidation of the assets of the Company, they shall be divided and paid in equal amount to the holders of the preferred shares and the holders of the ordinary shares. The Preferred Shares may be converted into ordinary shares at any time. Each Preferred Share shall carry the right to one vote at any meeting of the shareholders of the Company.
43
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
b. After the 8th anniversary of the issuance of the Preferred Shares and onwards, the rights conferred to the Preferred Shares shall be as follows: (1)
The holders of the Preferred Shares shall be entitled to receive dividends in priority to the holders of the ordinary shares at a rate of THB 0.01 per share per fiscal year (plus any Cumulative Dividends in Arrears). In case there are remaining profits which are to be paid as dividends in any fiscal year after the foregoing dividends have been paid in full, such remaining profits shall be divided in equal amount per share and paid to the holders of the Preferred Shares and the holders of the ordinary shares.
(2)
The Preferred Shares under Clause b (1) above, the right of the holders of the Preferred Shares to receive dividends at the rate of THB 0.01 per share per fiscal year is not the right to receive dividends on a cumulative basis for any fiscal year.
(3)
The holders of the Preferred Shares shall also have the rights as specified in Clause a (3), (4) and (5).
Provided always that ordinary shares resulting from conversion shall have no right to receive any Cumulative Dividends in Arrears during the time they were Preference Shares. However, KfW issued Purchase Rights to all shareholders of the Company. The Purchase Rights entitle holders to be able to buy back those preferred shares from KfW at the ratio of 1 Purchase Rights to 1 preferred share. The Purchase Rights Holders can exercise their rights on the second anniversary of Purchase Rights Issuance as the first time and semiannually from year 3 to year 8. The exercise price on the second anniversary date will be equal to KfW’s cost plus 20% per annum. The exercise prices for other periods will be in different formulas, which factor in share price changes.
TRUETK: Capital Structure
44
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
3. Warrants under the Employee Stock Option Plan Year 2000 (“ESOP 2000�) The Annual General Meeting of the Shareholders of the Company for the year 2000 held on April 27, 2000 has approved the issuance and the offer of non-transferable warrants to certain Directors and employees at executive level not exceeding 35 persons. Details of which are summarized as follows: Number of Warrants : 36,995,000 units Issued and Outstanding Issuing Date
: 9th June 2000
Maturity
: 10 years from the issuance date
Expiry Date
: 9th June 2010
Exercise Period
: (a) Warrant Type 1: Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the whole amount of warrants allotted and is exercisable for subscribing ordinary shares starting from June 30, 2000, 2001 and 2002 respectively. (b) Warrant Type 2: Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the whole amount of warrants allotted and is exercisable for subscribing ordinary shares starting from December 31, 2000, 2001 and 2002 respectively.
Exercise Ratio
TRUETK: Capital Structure
: One unit of warrant entitles its holder to purchase one ordinary share of the Company at Baht 10.60
45
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
4. Warrants under the Employee Stock Option Plan Year 2002 (“ESOP 2002�) The Annual General Meeting of the Shareholders of the Company for the year 2002 held on April 12, 2002 has approved the issuance and the offer of non-transferable warrants to Directors and employees at executive level not exceeding 35 persons. Details of which are summarized as follows: Number of Warrants : 37,131,597 units Issued and Outstanding Issuing Date
: 14th June 2002
Maturity
: 5 years from the issuance date
Expiry Date
: 13th June 2007
Exercise Period
: Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the whole amount of warrants allotted and shall be exercisable for subscribing ordinary shares as follow: The 1st Certificate: Warrant Holders shall be starting exercising from 14th June 2003 until its expiration. The 2nd Certificate: Warrant Holders shall be starting exercising from 14th June 2004 until its expiration. The 3rd Certificate: Warrant Holders shall be starting exercising from 14th June 2005 until its expiration.
Exercise Ratio
: One unit of warrant entitles its holder to purchase one ordinary share of the Company at Baht 10.60
TRUETK: Capital Structure
46
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
5. Warrants under the Employee Stock Option Plan Year 2003 (“ESOP 2003�) The Annual General Meeting of the Shareholders of the Company for the year 2003 held on April 11, 2003 has approved the issuance and the offer of non-transferable warrants to Directors and employees at executive level not exceeding 35 persons. Details of which are summarized as follows: Number of Warrants : 18,097,664 units Issued and Outstanding (as of 28th February 2005) Issuing Date
: 17th June 2003
Maturity
: 5 years from the issuance date
Expiry Date
: 16th June 2008
Exercise Period
: Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the whole amount of warrants allotted and shall be exercisable for subscribing ordinary shares as follow: The 1st Certificate: Warrant Holders shall be starting exercising from 17th June 2004 until its expiration. The 2nd Certificate: Warrant Holders shall be starting exercising from 17th June 2005 until its expiration. The 3rd Certificate: Warrant Holders shall be starting Exercising from 17th June 2006 until its expiration.
Exercise Ratio
: One unit of warrant entitles its holder to purchase one ordinary share of the Company at Baht 5.20
TRUETK: Capital Structure
47
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(6) Warrants under the Employee Stock Option Plan Year 2004 (“ESOP 2004”) The Extraordinary General Shareholders Meeting No. 2/2547 of the Company for the year 2004 held on 10th June 2004 has approved the issuance and the offer of non-transferable warrants to purchase the Company’s ordinary shares to certain Directors and employees at executive level totaling not exceeding 35 persons. Summary details are as follows: Number of Warrants Issued and Outstanding
: 18,274,444 units
Date of Issuance
: 7th February 2005
Maturity
: 5 years from the issuance date
Date of Expiry
: 6th February 2010
Exercise Period
: Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the whole amount of warrants allotted and shall be exercisable for subscribing ordinary shares as follow: The 1st Certificate: Warrant Holders shall be starting exercising from 7 February 2006 until its expiration. The 2nd Certificate: Warrant Holders shall be starting exercising from 7 February 2007 until its expiration.
Exercise Ratio
TRUETK: Capital Structure
The 3rd Certificate: Warrant Holders shall be starting exercising from 7 February 2008 until its expiration. : One unit of warrants entitles to purchase one ordinary share at Baht 11.20
48
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(7) NVDR (Non-Voting Depository Receipt) An NVDR or is a Non-Voting Depository Receipt trading instrument issued by the Thai NVDR Company Limited, a subsidiary wholly owned by The Stock Exchange of Thailand (SET). The NVDR is a security as specified by the SEC and is automatically regarded as a listed security in the SET. By investing in NVDRs, investor will receive all financial benefit, as if they had invested in a company’s ordinary shares. The only difference between investing in the NVDR and the company’s ordinary shares is NVDR holders have no right to vote. As at 18th March 2005, Thai NVDR Company Limited invested in a company’s ordinary shares in the amount of 78,059,276 shares, which represents 1.91% of the total shares to be issued and paid-up of said company. Obligation in stock issuance in the future 1. For Convertible Preferred Shares In the successful debt restructuring process, Kreditanstalt fur Wiederaufbau (“KfW”) has an equity injection of USD 150 million in the Company and the Company issued 702 million convertibles preferred shares to KfW and Thai Trust Fund. Due to the terms specified that the preferred shares are set to be converted into ordinary shares before distributed to Purchase Rights Holders who exercise their rights, as described above. Therefore, the Company is obliged to issue the ordinary shares to replace the preferred shares as per the amount of the exercised Purchase Rights on each exercise date. 2. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2000) The Annual General Shareholders Meeting for the year 2000 held on 27 April 2000 has resolved to approve the Company’s Employee Stock Option Plan 2000. The warrants of 58,150,000 units were issued and offered to certain Directors and employees at executive level. In this regard, the Shareholders Meeting has resolved to approve the allocation of 58,150,000 new ordinary shares to be reserved for exercise of the warrants rights according to such plan.
TRUETK: Capital Structure
49
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
3. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2002) The Annual General Shareholders Meeting for the year 2002 held on 12th April 2002 has approved the issuance and the offer of non-transferable warrants to certain Directors and Employees at executive level, not exceeding 35 persons in the total of 37,131,597 units (“ESOP 2002”). In this regard, the Shareholders Meeting has resolved to approve the allocation of 37,131,597 new ordinary shares to be reserved for exercise of the warrants rights according to such plan. 4. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2003) The Annual General Shareholders Meeting for the year 2003 held on 11th April 2003 has approved the issuance and the offer of non-transferable warrants to certain Directors and Employees at executive level, not exceeding 35 persons in the total of 19,862,729 units (“ESOP 2003”). In this regard, the Shareholders Meeting has resolved to approve the allocation of 19,862,729 new ordinary shares to be reserved for exercise of the warrants rights according to such plan. 5. For Exercise of Warrants under the Employee Stock Option Plan (ESOP 2004) The Extraordinary General Shareholders Meeting No. 3/2547, held on 23rd September 2004 has approved the issuance and the offer of non-transferable warrants to certain Directors and Employees at executive level, not exceeding 35 persons in the total of 19,111,159 units (“ESOP 2004”). In this regard, the Shareholders Meeting has resolved to approve the allocation of 19,111,159 new ordinary shares to be reserved for exercise of the warrants right according to such plan. (This resolution is merely to replace the former resolution of the Extraordinary General Shareholders Meeting No. 2/2547, held on 10th June 2004) 6. For the capital increase to reserve for IFC The Extraordinary General Shareholders Meeting No. 3/2547 held on 23rd September 2004 has resolved to approve the capital increase from Baht 38,096,415,400 to Baht 46,583,393,190 by issuing new ordinary shares 848,697,779 shares at a par value of Baht 10 each in order to reinvest in the cellular business, TA Orange Co., Ltd. through Bangkok Interteletech Co., Ltd. and to partly repay indebtedness. The Company also allocated part of these increasing shares to reserve for IFC under the C Loan Agreement. Secondary Market of Common shares in the Present Presently, Ordinary shares of the company are now available on SET. The Company has delisted all Global Depository Receipts – GDR in the amount of 2.5 million GDR (1 GDR equal to 10 ordinary shares of the Company), from the foreign stock exchange, as foreign investors can directly invest by trading a company’s ordinary shares or NVDRs in the Stock Exchange of Thailand. TRUETK: Capital Structure
50
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
8.2 SHAREHOLDERS True Corporation Public Company Limited Major Shareholders1 as at 18th March 2005 (The latest share register book closing date)
NAME
No. of Shares (Million Shares)
% of Total Issued Shares
1,477.02
36.08
1.
CP Group2
2.
THAI TRUST FUND
357.99
8.74
3.
KREDITANSTALT FÜR WIEDERAUFBAU (“KfW”)
341.47
8.34
4.
HSBC (SINGAPORE) NOMINESS PTE LTD.
155.40
3.80
5.
STATE STREET BANK AND TRUST COMPANY
128.65
3.14
6.
MORGAN STANLEY & CO INTERNATIONAL LIMITED
115.70
2.83
7.
THAI NVDR CO., LTD.
78.06
1.91
8.
CLEARSTREAM NOMINEES LTD.
70.29
1.72
9.
GOLDMAN SACHS INTERNATIONAL
66.69
1.63
10.
LITTLEDOWN NOMINEES LIMITED 3
58.06
1.42
1 2
Including common shares and preferred shares. There are 1)Charoen Pokphand Group Co., Ltd. and its report declare group named, 2)Bangkok Telecom Holding Company Limited, 3)Charoen Pokphand Foods Public Company Limited, 4)Bangkok Produce Merchandising Public Company Limited, 5) Bangkok Agro-Industrial Products Public Company Limited, 6)Charoen Pokphand Northeastern Public Company Limited, 7)Kasetphand Industry Company Limited, 8)Charoen Pokphand Enterprise Company Limited, 9)Unique Network Company Limited, 10)Wide Broad Cast Company Limited, 11)C.P. Interfood (Thailand) Company Limited, 12)Star Marketing Company Limited, 13)Advance Pharma Company Limited and 14)Golden Tower Trading Limited.
TRUETK: Capital Structure
51
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
The Shareholders Agreement
The Shareholders Agreement dated December 22, 1999 Kreditanstalt fur Wiederaufbau ("KfW"), Nynex Network Systems (Thailand) Company (“Verizon�), and the CP Group (comprising of Charoen Pokphand Feedmill Public Company Limited, Bangkok Produce Merchandising Public Company Limited, Charoen Pokphand Group Company Limited and Bangkok Telecom Holding Company Limited) entered into a Shareholders Agreement dated December 22, 1999. Terms and conditions specified therein shall be summarized as follows: 1
In addition to the right of KfW under the Debt Restructuring Agreement, KfW is entitled to nominate its representatives to the Company's Board of Directors in proportion to the percentage of its shareholding as against the total number of the directors representing the parties to the Shareholders Agreement. However, in any case, KfW is entitled to appoint at least one director and said right shall exist as long as KfW holds shares in the Company, directly or indirectly, not less than 5% of total shares of the Company.
2
During the first three years from the date of KfW's subscription of the shares in the Company and so long as KfW holds shares in the Company, directly or indirectly, at least 5% of the paid-up shares, the parties to the Shareholders Agreement will vote against each of the following actions unless KfW agrees to such action: (i) any amendment to the Memorandum and Articles of Association and amendments to rights attached to shares; (ii) any increase or reduction in the authorized share capital of the Company or any issuance of new shares or the private placement of shares or a proposed public offering; (iii) any voluntary liquidation, dissolution, cease of the business, recapitalization or reorganization of the Company or any merger, consolidation, amalgamation or other business combination of the Company with or into another person or any sale of all or a substantial part of the assets of the Company or any of its material subsidiaries; (iv) any change in the number of directors or the quorum for meetings of the Board of directors; (v) delisting of the shares in the Stock Exchange of Thailand; and (vi) carry on any business other than Authorized Businesses (as defined in the Debt Restructuring Agreement).
TRUETK: Capital Structure
52
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
3
Subject to any other conditions binding on KfW with regard to the right granted to the Company's shareholders, KfW may sell or enter into an agreement to sell for a cash selling price all of its shares or not less than 25% of its shareholding, at any time after the expiration of the first three years from the date KfW was allotted the shares in the Company. The foregoing does not prohibit KfW from selling its shares when its shareholding is illegal or restricted by the applicable law.
4
During the first three years from the date of KfW’s subscription of shares, the parties to the Shareholder Agreement (other than KfW) agree to refrain from transferring more than 10% of the shares so held by each party as specified in the Shareholders Agreement.
5
The parties agree to refrain from amending or modifying the Verizon Shareholders Agreement dated June 23, 1992 except obtaining prior written consent from KfW.
6
Each party shall disclose to the other party any conflict of interest or related transactions which the party, or any of its subsidiaries, has entered into or will enter into with the Company.
7
In each fiscal year, subject to availability of cash flow (without incurring additional indebtedness), other legal requirements, the SET regulations and restrictions imposed by the Debt Restructuring Agreements or any other agreements, the parties agree to cause the Company to pay dividends at least 50% of the net profit of the Company after statutory reserves have been established to its shareholders.
8.3 Dividend Policy The Company has not paid or declared any dividends on its issued shares since operation commencement. The Company can pay dividends only out of its profits after deducting its cumulative losses, and only if it has set aside as a legal reserve. The Company’s restructuring agreement also limits its ability to pay dividends until all of its indebtedness is repaid in full. The Company’s principal shareholders have entered into a shareholders’ agreement under which they agreed to vote for and cause their representatives appointed to the Company’s Board of Directors to declare an annual dividend equal to at least 50% of its net profits for that year, after statutory reserves and subject to availability of cash, the regulations of SET, and its credit facilities. Before dividends can be paid to holders of its ordinary shares, however, dividend payments on preferred shares must be paid in full. Within March 31, 2008, the eighth anniversary TRUETK: Capital Structure
53
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
from the date its preferred shares were issued, the Company’s preferred shareholders are entitled to receive cumulative dividends at the rate of THB 1 per share per fiscal year. After March 31, 2008, holders of our preference shares are entitled to a non-cumulative dividend at the rate of THB 0.01 per share per fiscal year. The right to receive cumulative dividends for any fiscal year in which the payment of those dividends was not declared ceases once a holder converts its preferred shares into ordinary shares. For dividend policy of subsidiary company, each subsidiary company’s Board of Directors will consider the payment of dividends from the balance of cash flows compare with capital investment of individually subsidiary company. Subject to the availability of cash flows of subsidiary company and only if it has set aside as a legal reserve, each Board of Directors of individually subsidiary company shall consider the payment of dividends just in case. 8.4 Liabilities Structure As of December 31, 2004, the total liabilities of the Company and its subsidiaries according to the consolidated financial statements is Baht 97,888 million. The details are as follows: Liabilities of the Company on consolidated basis Current liabilities Short-term borrowings Trade account payable Current portion of long-term borrowings Unearned income Accrued expenses Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings Long-term trade account payable Other non-current liabilities Total non-current liabilities Total liabilities
TRUETK: Capital Structure
(Unit:million Baht) Amount 218 4,108 4,450 1,353 3,301 2,884 16,314
79,971 1,246 357 81,574 97,888
54
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
As of December 31, 2004, the total borrowings including the total long-term trade account payable (which is consisting of both current portion and long-time portion) of the Company and its subsidiaries was Baht 86,044 million. This consisted of the borrowings and long-term trade account payable that were denominated in Baht currency of Baht 74,651 million; denominated in US Dollar currency of Baht 6,664 million (or USD 170 million); and denominated in Yen currency of Baht 4,729 million (or Yen 12,483 million). Since the debt restructuring on December 22, 1999 until December 31, 2004, the Company has always made repayment of its secured loan on due date. And it had made prepayment to its Secured Creditor by the Company’s excess cash in the amount of approximately Baht 2,000 million to decrease its interest payment obligation and to reduce its foreign currency exposure. In the past, the Company had large amount of US Dollar loan. It has had policy to reduce fluctuation from foreign currency exchange, and has successfully reduced US dollar loan through the following measures: February 2001
The Company used its excess cash to partially prepay its secured loan in the amount of approximately Baht 532 million.
June 2001
As of June 28, 2001, the Extraordinary Shareholder Meeting No. 1/2001 had a resolution to approve the Company to issue and offer debentures to the public in the amount not exceeding Baht 36,000 million with the term that is not longer than 20 years to prepay the Company’s existing foreign debt.
July 2001
The Company used its excess cash to partially prepay its secured loan in the amount of approximately Baht 368 million.
September 2001
The Company entered into the currency swap transaction with KfW, its major foreign creditor, in the amount of approximately USD 97 million or around Baht 4,483 million.
December 2001
The Company borrowed New Baht Loan in the amount of 5,000 million Baht, and used the proceeds from the new loan to partially prepay its US Dollar loan
March 2002
The Company and its subsidiaries repaid its loan in the amount of approximately Baht 948 million.
TRUETK: Capital Structure
55
True Corporation Public Company Limited
July 2002
October 2002
December 2002 February 2003
October 2003
February 2004 June 2004
TRUETK: Capital Structure
Annual Registration Statements (Report Form 56-1)
The Company used its excess cash to partially prepay its secured loan in the amount of approximately Baht 345 million. As of July 31, 2002, the Company entered into several financing agreements with the former Secured Creditors, IFC as the lender of C Loan and the guarantor of the debentures No. 2/2002, and the trustee of the debentures No. 1/2002 to set up a mechanism for collateral sharing between the new Secured Creditors and the former Secured Creditors. As of October 15, 2002, the Company issued 2 tranches of Baht debentures, i.e., the debentures No.1/2002 and the debentures No.2/2002. The aggregate amount of proceeds received from both tranches of the debentures was Baht 18,465 million. And the Company borrowed Baht loan from IFC (C Loan) in the amount of Baht 1,125 million as of October 17, 2002. The Company used the proceeds from the debentures and IFC loan to prepay US Dollar loan in the amount of USD 452 million. The holders of both tranches of the debentures have participated in collateral sharing with the former Secured Creditors after the issuance of the debentures. The Company used its internal cash flow to repurchase the deferred payment notes denominated in Yen currency in the amount of approximately Yen 10.1 billion or around Baht 3.6 billion. As of 18 February 2003, the Company issued Baht debentures No. 1/2546 which is the third tranche in the amount of Baht 3,319 million. The company used the proceeds received from the debentures to prepay remaining US Dollar loan in the amount of USD 78 million. The company signed a loan agreement with a group of local commercial banks and financial institutions in the amount of Baht 21,419 million to refinance Baht loan in equal amount. The new Baht loan bear lower interest rate resulting in reduction of the Company’s interest expense. The Company used its internal cash flow to repurchase the deferred payment notes denominated in Yen currency in the amount of approximately Yen 331 million or around Baht 120 million. As of 25 June 2004, the Company issued Baht debentures No. 1/2547 which is the fourth tranche in the amount of Baht 2,413 million. The company used the proceeds received from the debentures to prepay all remaining US Dollar loan that the Company already swapped in the amount of USD 51 million. 56
Annual Registration Statements (Report Form 56-1)
True Corporation Public Company Limited
October 2004
The Company used its internal cash flow to repurchase the deferred payment notes denominated in Yen currency in the amount of approximately Yen 190 million or around Baht 74 million.
When the Company prepaid the secured loan by its excess cash, the proceeds of prepayment was applied to the repayment schedule by Inverse Chronological Order and was pro-rated per the outstanding of each Secured Creditor. After the implementation of all measures as described above to reduce the foreign currency exchange fluctuation, the Company has decreased the portion of the foreign debt from 68.3% at the end of 2000 to 13.3% as of December 31, 2004. Chart : Loan Structure Movement 100,000
Unit: million Baht 86,044
80,000
76,520
78,710
6,591
75,051
8,205
73,634
73,379
77,187
4,729 6,664
11,581 16,091
16,239
60,000
11,376 3,153 5,624
37,657
32,253 25,242 35,134
40,000
74,651 56,379
20,000
32,271
38,252
62,453
32,152 23,826
Thai Baht Debentures 0 1998
1999
2000
2001
2002
2003
2004
loan US$General Loan Yen Loan On 28th June 2002, The Baht Extraordinary Shareholders Meeting No. 1/2544 has approved the issuance and offer to sell various types of debentures in order to repay existing foreign debt. The principal amount of debentures will not exceed Baht 36,000 million and maturity is not exceeding 20 years. Therefore, the Company offered the Thai Baht Debenture as follows:
TRUETK: Capital Structure
57
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
1. Early Redeemable Secured Debenture with Periodic Payments No. 1/2545, Due 2008 1) Name of the debentures : Early Redeemable Secured Debenture with Periodic Payments of TelecomAsia Corporation Public Company Limited No. 1/2545, due 2008 2) Type of the debentures
: Early Redeemable Secured Debenture with Periodic Payments in registered form, unsubordinated, with a debentureholders’ representative
3) Amount and value of the debentures
: 11,715,400 units, valuing in the amount of Baht 11,715,400,000 (eleven billion seven hundred fifteen million and four hundred thousand Baht)
4) Par value per unit
: 1,000 Baht (one thousand Baht)
5) Offering price per unit
: 1,000 Baht (one thousand Baht)
6) Issuing Date
: 15 October 2002
7) Maturity Date
: 7 July 2008
8) Status of the debentures
: The debentures are indebtedness of the Company, which rank equally among themselves and have no less favorable status than other current and future secured indebtedness of the Company throughout the duration of the debentures
9) Principal Repayment
: The Company shall repay principal by installment on every interest payment date commencing on 7 January 2003 onwards. The last principal repayment date will occur on the date of redemption.
TRUETK: Capital Structure
58
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Table of Principal repayment Installment Date 7th January 2003 7th April 2003 7th July 2003 7th October 2003 7th January 2004 7th April 2004 7th July 2004 7th October 2004 7th January 2005 7th April 2005 7th July 2005 7th October 2005 7th January 2006 7th April 2006 7th July 2006 7th October 2006 7th January 2007 7th April 2007 7th July 2007 7th October 2007 7th January 2008 7th April 2008 7th July 2008 10) Interest Rate and Interest Payment
TRUETK: Capital Structure
(unit : Baht) Principal repayment per unit 5.00 8.00 8.00 10.00 10.00 16.00 16.00 19.00 19.00 19.00 45.00 45.00 55.00 55.00 60.00 60.00 70.00 70.00 70.00 70.00 90.00 90.00 90.00
: The Company shall pay interest of the debentures at the rate of 6.1% p.a. during every three (3)-month period on 7 January, 7 April, 7 July and 7 October of each year commencing on 7 January 2003. The amount of interest on the debentures during each 59
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
interest period shall be calculated on the unpaid principal amount multiplied by the actual number of days elapsed of the relevant debenture interest period, multiplied by the interest rate as specified above and divided by three hundred and sixty five (365) days. 11) Redemption of the debentures
: The redemption of the debentures will be made by paying the last installment of unpaid principal amount including the last interest payment then due in whole to the debentureholders per one (1) unit of the debentures.
12) Repurchase of the debentures
: Subject to the Inter-Creditor Agreement, the Company is entitled to purchase the Debentures No. 1/2545 in the secondary market or anywhere and at any time. When the Company has purchased the Debentures No. 1/2545, indebtedness under the Debentures No. 1/2545 shall be deemed extinguished. The Company must notify the Registrar to immediately terminate the purchased Debentures No. 1/2545 : Subject to the Inter-Creditor Agreement the Company is entitled to call for an early redemption of the Debentures No. 1/2545 under the following conditions: The Call Option Date is on any Interest Payment Date after the third anniversary of the Issuing Date; The redemption prices (excluding unpaid interest) must be the Unpaid Principal; The Company must pay the Debentureholders a fee at the rate of one half of one percent. (0.50%) of the Unpaid Principal on the Call Option Date; And in relation to a partial early redemption of the Debentures No. 1/2545 the Company shall redeem not less than Twenty Five percent. (25%) of the unredeemed Debentures No. 2/2545 at that time and the redemption of the Debentures No. 1/2545 held by each Debentureholder is pro-rated against the number of Debentures No. 1/2545 held by each of them.
13) Early Redemption
TRUETK: Capital Structure
60
True Corporation Public Company Limited
14) Collateral
Annual Registration Statements (Report Form 56-1)
: Throughout the duration of the Debentures No. 1/2545, the Company will provide and maintain security for being collateral of the debenture, such as, Conditional Assignment of Concession, Conditional Assignment of Debenture Payment Account and etc. According to the Security Documents and the Debenture Collateral Documents, upon fully repayment of the debt of the Original Secured Creditors, some security would cease to be operative. Except the Assignment of Insurances, in respect of which the Company will cause security contemplated therein to be perfected no later than Sixty (60) days after the Issuing Date, within Seven (7) days of the close of the offering period, unless the Company provides and maintains security for payments, both interest and principal, under the Terms & Conditions, Lead Underwriter or Underwriter (as the case may be) would return the subscription proceeds with accrued interest (if any) to the subscribers who subscribed for purchasing of the debenture through such Lead Underwriter or Underwriter within Fourteen (14) days after the Issuing Date.
15) Credit Rating
: The Company will cause the Debentures No. 1/2545 to be rated by TRIS Rating Co., Ltd. (or other credit rating companies approved by the SEC) throughout the duration of the Debentures No. 1/2545. The Debentures No. 1/2545 are rated by TRIS Rating Co., Ltd. at “BBB� on January 14, 2004. The rating is subject to change from time to time under credit review performed by TRIS Co., Ltd.
2. Partially Guaranteed Early Redeemable Secured Debenture with Periodic Payments No. 2/2545, Due 2011 1) Name of the debentures : Partially Guaranteed Early Redeemable Secured Debenture with Periodic Payments of TelecomAsia Corporation Public Company Limited No. 2/2545, due 2011 TRUETK: Capital Structure
61
True Corporation Public Company Limited
2) Type of the debentures
Annual Registration Statements (Report Form 56-1)
: Partially Guaranteed Early Redeemable Secured Debenture with Periodic Payments in registered form, unsubordinated, with a debentureholders’ representative
3) Amount and value of the : 6,750,000 units, valuing in the amount of Baht debentures 6,750,000,000 (six billion seven hundred fifty million Baht) 4) Par value per unit
: 1,000 Baht (one thousand Baht)
5) Offering price per unit
: 1,000 Baht (one thousand Baht)
6) Issuing Date
: 15 October 2002
7) Maturity Date
: 3 February 2011
8) Status of the debentures : The debentures are indebtedness of the Company, which rank equally among themselves and have no less favorable status than other current and future secured indebtedness of the Company throughout the duration of the debentures 9) Principal Repayment
TRUETK: Capital Structure
: The Company shall repay principal by installment on every interest payment date commencing on 3 November 2009 onwards. The last principal repayment date will occur on the date of redemption.
62
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Table of Principal repayment Installment Date 3rd November 2009 3rd February 2010 3rd May 2010 3rd August 2010 3rd November 2010 3rd February 2011
10) Interest Rate and Interest Payment
(unit : Baht) Principal repayment per unit 160.00 160.00 160.00 160.00 180.00 180.00
: The Company shall pay interest of the debentures at the rate of MLR p.a. during every three (3)-month period on 3 February, 3 May, 3 August and 3 November of each year commencing on 3 February 2003. The amount of interest on the debentures during each interest period shall be calculated on the unpaid principal amount multiplied by the actual number of days elapsed of the relevant debenture interest period, multiplied by the interest rate as specified above and divided by three hundred and sixty five (365) days. MLR or Minimum Lending Rate means in respect of any debenture interest period, the average of the reference rates quoted by Bangkok Bank Public Company Limited, The Siam Commercial Bank Public Company Limited, Krung Thai Bank Public Company Limited and Thai Farmers Bank Public Company Limited as of the third Thai Business Day before the beginning of the relevant debenture interest period. If on such date there are less than four (4) above captioned banks offering the reference rated for any reason, the calculation of the average interest rate will be based upon the remaining reference rates, as determined in Terms and Conditions.
TRUETK: Capital Structure
63
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
11) Redemption of the debentures
: The redemption of the debentures will be made by paying the last installment of unpaid principal amount including the last interest payment then due in whole to the debentureholders per one (1) unit of the debentures.
12) Repurchase of the debentures
: Subject to the Inter-Creditor Agreement, the Company is entitled to purchase the Debentures No. 2/2545 in the secondary market or anywhere and at any time. When the Company has purchased the Debentures No. 2/2545, indebtedness under the Debentures No. 2/2545 shall be deemed extinguished. The Company must notify the Registrar to immediately terminate the purchased Debentures No. 2/2545.
13) Early Redemption
: Subject to the Inter-Creditor Agreement the Company is entitled to call for an early redemption of the Debentures No. 2/2545 under the following conditions: The Call Option Date is on any Interest Payment Date after the third anniversary of the Issuing Date; The redemption prices (excluding unpaid interest) must be the Unpaid Principal; The Company must pay the Debentureholders a fee at the rate of one half of one per cent. (0.50%) of the Unpaid Principal on the Call Option Date; And in relation to a partial early redemption of the Debentures No. 2/2545 the Company shall redeem not less than Twenty Five percent. (25%) of the unredeemed Debentures No. 2/2545 at that time and the redemption of the Debentures No. 2/2545 held by each Debentureholder is pro-rated against the number of Debentures No. 2/2545 held by each of them.
14) Collateral
: Throughout the duration of the Debentures No. 2/2545, the Company will provide and maintain security for being collateral of the debenture, such as, Conditional Assignment of Concession, Conditional Assignment of
TRUETK: Capital Structure
64
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Debenture Payment Account and etc. According to the Security Documents and the Debenture Collateral Documents, upon fully repayment of the debt of the Original Secured Creditors, some security would cease to be operative. In addition, the Debenture No. 2/2545 has been partially guaranteed by International Finance Corporation (“IFC”), who is a guarantor for the payment of principal and interest of the debentures, not exceeding Fifty (50) percent of Debentures Except the Assignment of Insurances, in respect of which the Company will cause security contemplated therein to be perfected no later than Sixty (60) days after the Issuing Date, within Seven (7) days of the close of the offering period, unless the Company provides and maintains security for payments, both interest and principal, under the Terms & Conditions, Lead Underwriter or Underwriter (as the case may be) would return the subscription proceeds with accrued interest (if any) to the subscribers who subscribed for purchasing of the debenture through such Lead Underwriter or Underwriter within Fourteen (14) days after the Issuing Date. 15) Credit Rating
TRUETK: Capital Structure
: The Company will cause the Debentures No. 2/2545 to be rated by TRIS Rating Co., Ltd. (or other credit rating companies approved by the SEC) throughout the duration of the Debentures No. 2/2545. The Debentures No. 2/2545 are rated by TRIS Rating Co., Ltd. at “A” on January 14, 2004. The rating is subject to change from time to time under credit review performed by TRIS Co., Ltd.
65
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
3. Secured Debenture with Periodic Payments No. 1/2546, Due 2007 1) Name of the debentures : Secured Debenture with Periodic Payments of TelecomAsia Corporation Public Company Limited No. 1/2546, due 2007 2) Type of the debentures
: Secured Debenture with Periodic Payments with the particulars of the holders, have a trustee.
3) Amount and value of the : 3,319,000 units, valuing in the amount of Baht 3,319,000,000 (three billion three hundred and debentures nineteen million Baht) 4) Par value per unit
: 1,000 Baht (one thousand Baht)
5) Offering price per unit
: 1,000 Baht (one thousand Baht)
6) Issuing Date
: 18 February 2003
7) Maturity Date
: 7 October 2007
8) Status of the debentures : The debentures are indebtedness of the Company, which rank equally among themselves and have no less favorable status than other current and future secured indebtedness of the Company throughout the duration of the debentures 9) Principal Repayment
TRUETK: Capital Structure
: The Company shall repay principal by installment on every interest payment date commencing on 7 January 2005 onwards. The last principal repayment date will occur on the date of redemption.
66
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Table of Principal repayment Installment Date January 2005 th 7 April 2005 7th July 2005 7th October 2005 7th January 2006 7th April 2006 7th July 2006 7th October 2006 7th January 2007 7th April 2007 7th July 2007 7th October 2007 7th
10) Interest Rate and Interest Payment
TRUETK: Capital Structure
(unit : Baht) Principal repayment per unit 12.50 12.50 97.50 97.50 97.50 97.50 97.50 97.50 97.50 97.50 97.50 97.50 : The Company shall pay interest of the debentures at the rate of fixed at 5.8% during every three (3)-month period on 7 January, 7 April, 7 July and 7 October of each year commencing on 7 April 2003. The amount of interest on the debentures during each interest period shall be calculated on the unpaid principal amount multiplied by the actual number of days elapsed of the relevant debenture interest period, multiplied by the interest rate as specified above and divided by three hundred and sixty five (365) days.
67
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
11) Redemption of the debentures
: The redemption of the debentures will be made by paying the last installment of unpaid principal amount including the last interest payment then due in whole to the debentureholders per one (1) unit of the debentures.
12) Repurchase of the debentures
: Subject to the Inter-Creditor Agreement, the Company is entitled to purchase the Debentures No. 1/2546 in the secondary market or anywhere and at any time. When the Company has purchased the Debentures No. 1/2546, indebtedness under the Debentures No. 1/2546 shall be deemed extinguished. The Company must notify the Registrar to immediately terminate the purchased Debentures No. 1/2546.
13) Collateral
:
Throughout the duration of the Debentures No. 1/2546, the Company will provide and maintain security for being collateral of the debenture, such as, Conditional Assignment of Concession, Conditional Assignment of Debenture Payment Account and etc. According to the Security Documents and the Debenture Collateral Documents, upon fully repayment of the debt of the Original Secured Creditors, some security would cease to be operative. Within Seven (7) days of the close of the offering period, unless the Company provides and maintains security for payments, both interest and principal, under the Terms & Conditions, Lead Underwriter or Underwriter (as the case may be) would return the subscription proceeds with accrued interest (if any) to the subscribers who subscribed for purchasing of the debenture through such Lead Underwriter or Underwriter within Fourteen (14) days after the Issuing Date.
TRUETK: Capital Structure
68
True Corporation Public Company Limited
14) Credit Rating
TRUETK: Capital Structure
Annual Registration Statements (Report Form 56-1)
: The Company will cause the Debentures No. 1/2546 to be rated by TRIS Rating Co., Ltd. (or other credit rating companies approved by the SEC) throughout the duration of the Debentures No. 1/2546. The Debentures No. 1/2546 are rated by TRIS Rating Co., Ltd. at “BBB� on January 14, 2004. The rating is subject to change from time to time under credit review performed by TRIS Co., Ltd.
69
Annual Registration Statements (Report Form 56-1)
True Corporation Public Company Limited
4. Secured Debenture with Periodic Payments No. 1/2547, Due 2011 1) Name of the debentures : Secured Debenture with Periodic Payments of True Corporation Public Company Limited No. 1/2547, due 2011 2) Type of the debentures
:
Secured Debenture with Periodic Payments with the particulars of the holders, have a trustee.
3) Amount and value of the debentures
:
2,413,000 units, valuing in the amount of Baht 2,413,000,000 (two billion four hundred and thirteen million Baht)
4) Par value per unit
:
1,000 Baht (one thousand Baht)
5) Offering price per unit
:
1,000 Baht (one thousand Baht)
6) Issuing Date
:
25 June 2004
7) Maturity Date
:
7 July 2011
8) Status of the debentures
:
The debentures are indebtedness of the Company, which rank equally among themselves and have no less favorable status than other current and future secured indebtedness of the Company throughout the duration of the debentures
9) Principal Repayment
:
The Company shall repay principal by installment on every interest payment date commencing on 7 October 2008 onwards. The last principal repayment date will occur on the date of redemption.
TRUETK: Capital Structure
70
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Table of Principal repayment Installment Date 7th October 2008 7th January 2009 7th April 2009 7th July 2009 7th October 2009 7th January 2010 7th April 2010 7th July 2010 7th October 2010 7th January 2011 7th April 2011 7th July 2011
(unit : Baht) Principal repayment per unit 83.33 83.33 83.33 83.33 83.33 83.33 83.33 83.33 83.33 83.33 83.33 83.37
10) Interest Rate and Interest Payment
: The Company shall pay interest of the debentures at the rate of fixed at 6.80% during every three (3)month period on 7 January, 7 April, 7 July and 7 October of each year commencing on 7 October 2004. The amount of interest on the debentures during each interest period shall be calculated on the unpaid principal amount multiplied by the actual number of days elapsed of the relevant debenture interest period, multiplied by the interest rate as specified above and divided by three hundred and sixty five (365) days.
11) Redemption of the debentures
: The redemption of the debentures will be made by paying the last installment of unpaid principal amount including the last interest payment then due in whole to the debentureholders per one (1) unit of the debentures.
TRUETK: Capital Structure
71
True Corporation Public Company Limited
12) Repurchase of the debentures
13) Collateral
14) Credit Rating
Annual Registration Statements (Report Form 56-1)
: Subject to the Inter-Creditor Agreement, the Company is entitled to purchase the Debentures No. 1/2547 in the secondary market or anywhere and at any time. When the Company has purchased the Debentures No. 1/2547, indebtedness under the Debentures No. 1/2547 shall be deemed extinguished. The Company must notify the Registrar to immediately terminate the purchased Debentures No. 1/2547. : Throughout the duration of the Debentures No. 1/2547, the Company will provide and maintain security for being collateral of the debenture, such as, Conditional Assignment of Concession, Conditional Assignment of Debenture Payment Account and etc. According to the Security Documents and the Debenture Collateral Documents, upon fully repayment of the debt of the Original Secured Creditors, some security would cease to be operative. Within Seven (7) days of the close of the offering period, unless the Company provides and maintains security for payments, both interest and principal, under the Terms & Conditions, Lead Underwriter or Underwriter (as the case may be) would return the subscription proceeds with accrued interest (if any) to the subscribers who subscribed for purchasing of the debenture through such Lead Underwriter or Underwriter within Fourteen (14) days after the Issuing Date. : The Company will cause the Debentures No. 1/2547 to be rated by TRIS Rating Co., Ltd. (or other credit rating companies approved by the SEC) throughout the duration of the Debentures No. 1/2547. The Debentures No. 1/2547 are rated by TRIS Rating Co., Ltd. at “BBB� on June 11, 2004. The rating is subject to change from time to time under credit review performed by TRIS Co., Ltd.
Secondary Market of Debentures Currently, Debentures of the Company can be traded and invested on Thai Bond Dealing Centre. TRUETK: Capital Structure
72
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
9. MANAGEMENT 9.1 Management Structure Management Structure of the Company consists of the Board of Directors, the Committees and the executive officers, details of which are as follows:
Board of Directors As of 31st December 2004, the Board of Directors comprises of 20 directors who are (a) Executive Directors (b) Non-Executive Directors including directors representing the creditors, and (c) Independent Directors means a director who is independent from a major shareholder or a group of major shareholders and having the qualification as follows: not being an employee or a staff member or an advisor who receives a regular salary or any other benefit from the Company, an affiliated company, associated company or a related company not holding shares exceeding 0.5 per cent, including shares held by a related person, of paid-up capital of the Company or an affiliated company, associated company or a related company the ability to take care of the interest of all shareholders equally the ability to prevent conflict of interest among the Company and its management, major shareholders or other companies which have the same group of management or major shareholders as the Company The Board of Directors of the Company is as follows: 1. Mr. Narong Srisa-an Independent Director 2. Mr. Vitthya Vejjajiva Independent Director and Chairman of the Audit Committee 3. Dr. Kosol Petchsuwan Independent Director and Member of the Audit Committee 4. Mr. Joti Bhokavanij Independent Director and Member of the Audit Committee 5. Mr. Dhanin Chearavanont Chairman 6. Mr. Sumet Jiaravanon Vice Chairman 7. Dr. Ajva Taulananda Vice Chairman 8. Mr. Chaleo Souvannakitti Vice Chairman 9. Mr. Athueck Asvanund Vice Chairman and Group General Counsel 10. Mr. Supachai Chearavanont Director, President and Chief Executive Officer 11. Mr. Soopakij Chearavanont Director TRUETL: Management
73
True Corporation Public Company Limited
12.
Mr. Chatchaval
Jiaravanon
13.
Mr. Vichaow
Rakphongphairoj
14. 15. 16. 17. 18. 19. 20.
Mr. Umroong Mr. Heinrich Mr. Klaus Mr. Claus Mr. Andreas Mr. Harald Dr. Lee G.
Sanphasitvong Heims Tuengeler Stadler Klocke Link Lam
Remark :
Annual Registration Statements (Report Form 56-1)
Director and Managing Director-Group Investment Director, Managing Director and Chief Operating Officer Director Director Director Director Director Director Director
Additional information related to the Company’s Board of Directors is as follows: a) History of Offence : none b) Debt owed to the Company or its Subsidiaries : none c) Material Connected Transactions : none
Mr. Narong Srisa-an Dr. Kosol Petchsuwan and Mr. Joti Bhokavanij has already taken “Directors Accreditation Program” (DAP) from Thai Institute of Directors Association (IOD) Mr. Vitthya Vejjajiva Dr. Kosol Petchsuwan and Mr. Joti Bhokavanij has already taken “Chairman 2000” from Thai Institute of Directors Association (IOD) Authority and responsibility of the Board of Directors The Board of Directors is granted the authority and duty to manage the Company in compliance with the objectives and articles of association of the Company and the resolutions of the shareholders meetings. With regard to the management of the Company, the Board of Directors has authority to make any decision related to the Company’s regular operation except for the matter required the approval of the shareholders meeting as specified by law. In addition, the Board of Directors may grant the authorization to one director or more or any other person to perform any acts on its behalf, however, any decision on major operations such as major investment and major procurement of loan, the management team shall propose the said transactions to the Board of Directors for approval.
TRUETL: Management
74
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Authorized Directors Mr.Supachai Chearavanont or Mr. Vichaow Rakphongphairoj jointly sign with Mr. Athueck Asvanund or Mr. Soopakij Chearavanont or Mr. Chatchaval Jiaravanon to with the Company’s seal affixed, execute any act, thing or legal action whatsoever on the Company’s behalf. Appointment of Directors The Compensation and Nominating Committee assists the Board of Directors in reviewing and proposing the compensation and nominating directors of the Company prior to proposing to the Company’s shareholders meeting for final approval. With regard to the right of shareholders to appoint directors, each shareholder shall appoint the directors by a majority vote. All Shareholders have the rights to appoint directors. Each shareholder shall have one right to vote per one share and shall appoint one director or more, provided that he cannot divide his votes to any person to any extent. In selecting an independent director, the Company will take into account of the prospect’s qualifications the required by the Stock Exchange of Thailand together with the background and experiences appropriate for the Company business prior to proposing the nomination of the prospect to Audit Committee, the Board of Directors and the shareholders meeting, respectively, for further approval.
Audit Committee As of 31st December 2004, the Audit Committee of the Company consists of 3 persons as follows: 1. Mr. Vitthya Vejjajiva Chairman of the Audit Committee 2. Dr. Kosol Petchsuwan Member of the Audit Committee 3. Mr. Joti Bhokavanij Member of the Audit Committee The scope of duty and responsibility of the Audit Committee is as follows: 1. To review the Company’s financial reports to ensure accuracy and adequate information for public disclosure; 2. To ensure the appropriateness and effectiveness of internal control system and internal auditing system of the Company; 3. To consider and propose the appointment and remuneration of an external auditor of the Company; 4. To regularly review the practice of the Company to ensure the compliance with the regulations of the Securities and Exchange Act, Rules and Regulations of the Stock Exchange of Thailand and related law and regulations;
TRUETL: Management
75
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
5. To review the disclosure of information of the Company to ensure the accuracy and adequacy of said information in case that there is a connected transaction that may lead to a conflict of interest; 6. To prepare the Audit Committee Report on the Corporate Governance with the approval of the Chairman of the Committee appeared therein to be disclosed in the annual report of the Company; and 7. To perform any other act as required by law or as delegated by the Board of Directors. Independent Committee The Independent Committee is responsible connected transactions, which may involve a consists of the following members: 1. Mr. Narong Srisa-an 2. Mr. Joti Bhokavanij 3. Mr. Klaus Tuengeler 4. 5.
Mr. Supachai Mr. Athueck
Chearavanont Asvanund
for reviewing and monitoring the entering into any conflict of interest with the Company. The Committee Independent Director Independent Director KfW-nominated Director (with the alternate of Mr. Andreas Klocke or Mr. Claus Stadler) CP-nominated Director CP-nominated Director
In the case of any major shareholder having a conflict of interest, Directors nominated by the said shareholder will abstain from the Independent Committee Meeting. Compensation and Nominating Committee The Compensation and Nominating Committee is responsible for determining the compensation and considering the nomination of the directors of the Company. The committee consists of the following members: 1. Mr. Dhanin Chearavanont 2. Mr. Heinrich Heims 3. Mr. Soopakij Chearavanont 4. Mr. Umroong Sanphasitvong Finance Committee The Finance Committee assists the Company in reviewing and monitoring the financial management of the Company. The committee consists of the following members: 1. Dr. Ajva Taulananda 2. Mr. Chaleo Souvannakitti 3. Mr. Heinrich Heims (alternates being Mr. Klaus Tuengeler or Mr. Andreas Klocke) 4. Mr. Umroong Sanphasitvong TRUETL: Management
76
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Corporate Governance Committee Corporate Governance Committee is responsible for setting policy on Corporate Governance of the Company. The Committee consists of the following members: 1. Dr. Ajva Taulanada 2. Mr. Vitthya Vejjajiva 3. Mr. Claus Stadler 4. Mr. Athueck Asvanund 5. Mr. Supachai Chearavanont 6. Mr. William E. Harris
Executive Officers As of 31st December 2004, the executive officers of the Company are as follows: 1.
Mr. Supachai
Chearavanont
2.
Mr. Vichaow
Rakphongphairoj
3.
Mr. Chatchaval
Jiaravanon
4.
Mr. Athueck
Asvanund
5. 6.
Mr. William Mr. Thiti
E. Harris Nantapatsiri
7.
Mr. Adhiruth
Thothaveesansuk
8.
Mr. Songtham
Phianpattanawit
Director, President and Chief Executive Officer Director, Managing Director and Chief Operating Officer Director and Managing Director-Group Investment Vice Chairman, Group General Counsel and Acting Company Secretary Chief Financial Officer Managing Director Home / Consumer Solution & Highspeed Access Managing Director Office / SME Solution & Wireless Access Managing Director Corporate Solution, Wholesales & Data
Remark: 1. Executive Officers mean Directors, President or persons with managerial authority who are among the top four ranking individuals in the Company, after the President, and all other persons who occupy a position equivalent to such a top four ranking individual.
TRUETL: Management
77
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
2. Additional information related to the Company’s Executive Officers is as follows: a) History of Offence : none b) Debt owed to the Company or its Subsidiaries : none c) Material Connected Transactions : none Authority and Responsibility of the President The President has the authority to supervise and carry on the Company’s day-to-day business, and in case any matter/ transaction is important, the President will submit said matter/ transaction to the independent directors and/or the relevant Committee (such as the Finance Committee, the Compensation and Nominating Committee or the Independent Committee) and/or the Board of Directors, as the case may be, to approve said matter/ transaction. In addition, the President has no authority to approve any matter/ transaction that he or the person who may have a conflict of interest or any other form of conflict, which the Company or the Company’s subsidiaries have or propose to enter into, with the Company or the Company’s subsidiaries. In such case, such matter/ transaction shall have to be approved by the independent directors and/or the relevant Committee and/or the Board of Directors, as the case may be. 9.2 Remuneration for the Company’s Directors and the Executive Officers (1)
Remuneration of the Directors
The 20 committee members are remunerated Baht 37.20 million for the Year 2004. Details of Remuneration of each Director are as follow : Chairman Baht 300,000 per month Honorary Chairman Baht 200,000 per month Vice Chairman Baht 150,000 per month Director Baht 100,000 per month In this connection, any director being the Company’s employee shall receive the director’s remuneration in addition to his salary as employee. Furthermore, Independent Directors who hold a position in the Committee, shall receive the additional remuneration as follows: Independent Director who is also the Chairman of the Committee Baht 300,000 per month Independent Director who is also a director in the Committee Baht 200,000 per month
TRUETL: Management
78
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Whereby the remuneration of the Independent Directors who are not the directors in the Committee and directors who are not the Independent Directors shall remain the same. (2) Remuneration of the Executive Officers The 8 executives at the top level received remuneration totaling Baht 96.05 million for the Year 2004 from January to December, which included Baht 85.20 million for salary, Baht 6.94 million for bonus and Baht 3.90 million for provident fund (3) Other Compensation (3.1) Employee Stock Option Plan 2004 (3.2) Employee Stock Option Plan 2003 (3.3) Employee Stock Option Plan 2002 (3.4) Employee Stock Option Plan 2000 (3.1)
Employee Stock Option Plan 2004
The Extraordinary General Shareholders Meeting No. 2/2547 of the Company for the year 2004 held on 10th June 2004 has approved the issuance and the offer of non-transferable warrants to purchase the Company’s ordinary shares to certain Directors and employees at executive level totaling not exceeding 35 persons. Summary details are as follows: Number of Warrants Issued and Outstanding
: 18,274,444 units
Date of Issuance
:
7th February 2005
Maturity
:
5 years from the issuance date
Date of Expiry
:
6th February 2010
Exercise Period
:
Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the whole amount of warrants allotted and shall be exercisable for subscribing ordinary shares as follow:
TRUETL: Management
79
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
The 1st Certificate: Warrant Holders shall be starting exercising from 7 February 2006 until its expiration. The 2nd Certificate: Warrant Holders shall be starting exercising from 7 February 2007 until its expiration. The 3rd Certificate: Warrant Holders shall be starting exercising from 7 February 2008 until its expiration. Exercise Ratio (3.2)
:
One unit of warrants entitles to purchase one ordinary share at Baht 11.20
Employee Stock Option Plan 2003
The Annual General Shareholders Meeting of the Company for the year 2003 held on April 11, 2003 has approved the issuance and the offer of non-transferable warrants to purchase the Company’s ordinary shares to certain Directors and employees at executive level totaling not exceeding 35 persons. Summary details are as follows: Number of Warrants Issued and Outstanding
: 18,097,664 units (as of 28th February 2005)
Maturity
:
5 years from the issuance date
Date of Issuance
:
17th June 2003
Date of Expiry
:
16th June 2008
Exercise Period
:
Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the whole amount of warrants allotted and shall be exercisable for subscribing ordinary shares as follow: The 1st Certificate: Warrant Holders shall be starting exercising from 17th June 2004 until its expiration. The 2nd Certificate: Warrant Holders shall be starting exercising from 17th June 2005 until its expiration. The 3rd Certificate: Warrant Holders shall be starting exercising from 17th June 2006 until its expiration.
Exercise Ratio
TRUETL: Management
:
One unit of warrants entitles to purchase one ordinary share at Baht 5.20
80
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(3.3) Employee Stock Option Plan 2002 The Annual General Shareholders Meeting of the Company for the year 2002 held on April 12, 2002 has approved the issuance and the offer of non-transferable warrants to purchase the Company’s ordinary shares to certain Directors and employees at executive level totaling not exceeding 35 persons. Summary details are as follows: Number of Warrants Issued and Outstanding
: 37,131,597 units
Date of Issuance
:
14th June 2002
Maturity:
:
5 years from the issuance date
Date of Expiry
:
13th June 2007
Exercise Period:
:
Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the whole amount of warrants allotted and shall be exercisable for subscribing ordinary shares as follow: The 1st Certificate: Warrant Holders shall be starting exercising from 14th June 2003 until its expiration. The 2nd Certificate: Warrant Holders shall be starting exercising from 14th June 2004 until its expiration. The 3rd Certificate: Warrant Holders shall be starting exercising from 14th June 2005 until its expiration.
Exercise Ratio:
TRUETL: Management
:
One unit of warrants entitles to purchase one ordinary share at Baht 10.60
81
True Corporation Public Company Limited
(3.4)
Annual Registration Statements (Report Form 56-1)
Employee Stock Option Plan 2000
The Annual General Shareholders Meeting of the Company for the year 2000 held on April 27, 2000 has approved the issuance and offer of non-transferable warrants to purchase the Company’s ordinary shares to certain Directors and employees at executive level totaling not exceeding 35 persons. Summary details are as follows: Number of Warrants Issued and Outstanding
: 36,995,000 units
Date of Issuance
:
9th June 2000
Maturity
:
10 years from the issuance date
Date of Expiry
:
9th June 2010
Exercise Period
:
(a) Warrant Type 1: Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the whole amount of warrants allotted and is exercisable for subscribing ordinary shares starting from June 30, 2000, 2001 and 2002 respectively. (b) Warrant Type 2: Each Warrant Holder received 3 separate warrant certificates. Each certificate represented 1/3 of the whole amount of warrants allotted and is exercisable for subscribing ordinary shares starting from December 31, 2000, 2001 and 2002 respectively.
Exercise Ratio
TRUETL: Management
:
One unit of warrants entitles to purchase one ordinary share at Baht 10.60
82
Annual Registration Statements (Report Form 56-1)
True Corporation Public Company Limited
Details of Warrant-holding under ESOP Plan
Name
Warrants under ESOP 2004 No. of % of warrants project
Warrants under ESOP 2003 No. of % of warrants project
Warrants under ESOP 2002 No. of % of warrants project
Warrants under ESOP 2000 No. of % of warrants project
1. Dr.Ajva
Taulananda
-
-
-
-
-
-
2,240,000
6.06
2. Mr.Soopakij
Chearavanont
-
-
-
-
-
-
4,130,000
11.16
3. Mr.Supachai
Chearavanont
2,434,077
12.74
3,696,402
18.61
7,058,824
19.01
6,510,000
17.60
4. Mr. Vichaow
Rakphongphairoj
1,277,890
6.69
1,617,176
8.14
3,088,235
8.32
2,800,000
7.57
5. Mr.Chatchaval
Jiaravanon
1,277,890
6.69
1,940,611
9.77
3,705,882
9.98
4,130,000
11.16
6. Mr.Athueck
Asvanund
1,331,136
6.97
2,021,470
10.18
3,860,294
10.40
5,320,000
14.38
7. Mr.William
E. Harris
1,277,890
6.69
1,297,838
6.53
3,000,000
8.08
945,000
2.55
8. Mr.Adhiruth
Thothaveesansuk
1,277,890
6.69
850,404
4.28
1,503,662
4.05
-
-
9. Mr.Thiti
Nantapatsiri
1,277,890
6.69
-
-
-
-
-
-
10. Mr.Songtham
Phianpattanawit
1,277,890
6.69
-
-
-
-
-
-
9.3 Corporate Governance Compliance Report 2003 The heart of True is personified by the 4 Cs: being Credible, being Creative, being Caring and being Courageous. These 4 core values are expressed in the principles by which True governs itself. The results have been positive. 2004 marked the third consecutive year that True has ranked amongst the very top companies in The Corporate Governance Report of Thai Listed Companies. The Corporate Governance Report is published annually by the Thai Institute of Directors Association (Thai IOD) under the auspices of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC). In making its determinations, Thai IOD looks at five core criteria: 1) rights of shareholders, 2) equitable treatment of shareholders, 3) role of stakeholders, 4) disclosure and transparency, and 5) board responsibilities.
TRUETL: Management
83
True Corporation Public Company Limited
1.
Annual Registration Statements (Report Form 56-1)
Rights of Shareholders
True strives to ensure that every shareholder is given an opportunity to hear, to be heard and to make a difference. Caring “We treat people the way we want to be treated.” Over the course of 2004 shareholders were invited to participate in four meetings conveniently held at True’s Bangkok headquarters. One was a general meeting, and three were extraordinary meetings. At least 7 days before each meeting, detailed information on every agenda topic was disseminated by post. Additionally, in order to ensure dissemination of information to the general public, the agenda was shared by publication in local newspapers and on True’s web site. At the beginning of each meeting, the procedures of the meeting was explained to all shareholders in attendance, and every shareholder was given the opportunity to express an opinion on any matter discussed. Director, the chairman or a representative of each Board committee and members of management attend each meeting so that effective responses can be provided for all shareholder comments and questions. By having allocated not less than four Board seats to Independent Directors (the definition and course training from Thai Institute of Directors Association (Thai IOD) are provided in Management content), the opinions of minority shareholders can be heard at the highest levels of the company. Independent Directors are free of any interest concerning personal benefit or position and free from the control of any particular special interest. Each is obligated to express his or her independent opinion to the Board. Moreover, every Director must stand for election every 3 years and his performance is, thereby, subjected regularly to the voting scrutiny of the shareholders. On all shareholder voting matters, each shareholder is entitled to exercise votes equal in number to the amount of shares held by him or her. Prior to each shareholder meeting, a proxy form is provided for those True shareholders who may wish to designate a proxy to vote on their behalf during the meeting. 2.
Equitable Treatment of Shareholders
As a publicly listed company, True’s shareholder base is large and diverse. True recognizes the importance of keeping every shareholder timely, accurately and appropriately informed. Important information is posted promptly on the investor relations pages of True’s web site, accessible via www.truecorp.co.th and www.true-corp.com, so that it reaches all shareholders, whether they are a significant or a minority shareholder and wherever located, at the same time. Credible “We communicate with integrity, always keeping the best interest of the company in mind.” TRUETL: Management
84
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
True’s corporate web site gives the public a wealth of information about the company, its people and its performance. Copies of minutes of meetings, investor presentations, past annual reports and filings with the Stock Exchange of Thailand are just a part of the resources available 24/7/365 in both English and in Thai. Financial information dating back to 1999 is available for downloading or by contacting True’s Investor Relations department. The Investor Relations department and the Corporate Secretary of True each bear important responsibilities to True’s shareholders. Together, they are True’s contact points with its shareholders. Corporate information to the general public and shareholders flows through the Investor Relations department, whereas information to the general public and our regulators is channeled through the Corporate Secretary. Maintaining True’s credibility is essential for gaining the investor confidence that is necessary to maximize and sustain the value of the company and the wealth of True’s shareholders. Analysts from Thailand’s major securities firms track True and, therefore, the Investor Relations department works cooperatively with these analysts. These analysts’ reports lead to an open discussion of True’s operations and financial prospects, and are accessible by the general public and by True’s shareholders. In 2004, True increased its equity interest in its subsidiary, TA Orange. As assurance that the terms of the transaction were “fair” to True’s shareholders, “fairness opinions” were given by BT Securities Company Limited. The transaction was completed while providing utmost transparency for the benefit of all shareholders. 3.
The Role of Stakeholders
The continued success of True relies upon the ability of stakeholders to influence positively True’s conduct and activities, and vice-versa. Caring “We are dedicated to working together in harmony to do what's right for our customers, colleagues and partners.” True’s Code of Conduct defines the term “stakeholders” to include customers, shareholders, creditors, employees and their families, the government, business partners, business competitors and the citizens of Thailand. The Code of Conduct is a roadmap that provides clear direction to Directors, management and employees alike, of True and of True affiliates, towards melding the 4 Cs into the corporate culture. The Code of Conduct encourages all to make a positive contribution to Thai society and to the well-being of Thai people. The year 2004 continued True’s position as a corporate and community leader in enriching and providing assistance for the well being of Thai society. TRUETL: Management
85
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
• True and the True affiliates provided immediate assistance to the victims of the December 26th tsunami, and relief for their families and friends. TA Orange provided free of charge calls to those in the tsunami-affected areas, allowing them to contact loved ones. Within a day or so, food, clothing and materials donated by employees had reached the victims. • Now in service to the nation for more than 10 years, True’s Nature Classroom, Arts and Culture Classroom and Science Classroom are programs that aim to foster self-improvement and are designed to help students gain knowledge and insight from the classrooms, adding valuable and enriching experiences to their lives. • Pirab Noi invites students studying mass communications in Thailand’s universities to participate in the production of high quality content, while also promoting responsibility and ethics in the area of communications/journalism. • True works closely with the Bangkok Metropolitan Administration (BMA), Education Department to guide Thailand towards becoming a “knowledge-based society”. Through collaborative efforts, the “Internet for a Knowledge-Based Society” program has connected more than 300 schools in Bangkok to resources they never had access to before. True believes if young people have access to the latest information from around the world via the Internet, then they will be empowered to explore new boundaries and improve their lives. This, in turn, will enable them to make even more valued contributions for the benefit of the country. True understands that it has a responsibility to safeguard the interests of its stakeholders. As it has for many years, True has kept an open and cooperative working dialogue with Marsh UK Ltd., which is the insurance advisor to True’s secured creditors. In addition, last year True and its insurance broker procured a competitive, comprehensive, secure a cost-effective insurance package for True and its affiliated companies. There is also a strong national interest in True’s ability to continue business operations even in the event of a significant accident or disaster. True continues to make investments and to allocate resources to ensure that its key services have adequate backups and will continue to operate under virtually any circumstances. Internal safeguards are implemented under the management of True’s Audit Department. The effectiveness of the Audit Department oversight and internal controls is enhanced through utilization of the expertise of PricewaterhouseCoopers Risk Management Services Limited. 4.
Disclosure and Transparency
Through its own initiative, over four years ago the Board established a committee to enhance the governance of the company by adopting international best practices. Three years ago the Corporate Governance Guidelines were placed into practice. A complete copy of the Corporate Governance Guidelines is available on True’s web site. The Guidelines encompass : TRUETL: Management
86
True Corporation Public Company Limited
• • • • • • • • •
Annual Registration Statements (Report Form 56-1)
Duties and responsibilities of the Board of Directors Composition and selection of the Board of Directors Board structure and procedure Board Leadership Board relationship to management Meeting procedures Committees of the Board of Directors General Committee Matters Policy regard related party transactions and code of conduct
Courageous “We recognize that with opportunity comes accountability and with accountability, ownership.” Adoption of the Corporate Governance Guidelines led to the formation of a new Board committee, the Independent Committee. The work of the Independent Committee includes oversight responsibility over any Board matter involving a related party transaction or a corporate opportunity, as well as all matters that are covered by the Stock Exchange of Thailand’s Rules and Procedures and Disclosure of Connected Transactions of Listed Companies. Details of Connected Transactions that occurred during 2004 are provided at page [number] of this Annual Report for 2004. True has its own complementary standards for transactions with related entities, which are stated in the Policy Regarding Related Party Transactions. Situations such as trading on insider information and having a personal relationship in matters involving True are explained and explored in detail in the Code of Conduct that every employee is asked to read and acknowledge. 5.
Board Responsibilities
True stakeholders are served by 20 hard-working persons, each of whom is able to work with colleagues as one and yet who can complement the value of the Board with his own particular strengths. Creative “We share our ideas with each other to create strong synergies.” The schedule of the Board meetings for the coming year is set by consensus at the final Board meeting of the prior year and written notice of each meeting is provided to each Director in accordance with all applicable rules and regulations.
TRUETL: Management
87
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
In 2004, 8 Board meetings were held. Director attendance at those meetings was as follows: Directors
Attendance / Number of Meetings (times)
1. Mr. Narong
Srisa-an
7/8
2. Mr. Vitthya
Vejjajiva
7/8
3. Dr. Kosol
Petchsuwan
8/8
4. Mr. Joti
Bhokavanij
8/8
5. Mr. Dhanin
Chearavanont
5/8
6. Mr. Sumet
Jiaravanon
0/8*
7. Dr. Ajva
Taulananda
8/8
8. Mr. Chaleo
Souvannakitti
8/8
9. Mr. Athueck
Asvanund
8/8
10. Mr. Supachai
Chearavanont
7/8
11. Mr. Soopakij
Chearavanont
3/8
12. Mr. Chatchaval
Jiaravanon
6/8
13. Mr. Vichaow
Rakphongphairoj
8/8
14. Mr. Umroong
Sanphasitvong
8/8
15. Mr. Heinrich
Heims
3/8
16. Mr. Klaus
Tuengeler
6/8
17. Mr. Claus
Stadler
3/8
18. Mr. Andreas
Klocke
5/8
19. Mr. Harald
Link
4/8
Lam
5/8
20. Dr. Lee
G.
* On overseas business, nevertheless, he always considers the information and provides valuable opinions to the Board of Directors
TRUETL: Management
88
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Individual strengths are utilized, and efficiency is achieved, by the delegation of 5 key Board responsibilities to these standing committees: • Audit Committee • Finance Committee • Corporate Governance Committee • Compensation and Nominating Committee • Independent Committee Further detail on each Board committee and their committee members, including copies of their respective committee charters, can be obtained from the investor relations pages of True’s web site. The current number and allocation of seats on the Board reflect a fair proportion of each shareholder group’s investment. Non-executive directors remain a majority of True’s Board, keeping the balance of power with non-executives and ensuring decision-making independence and credible oversight of management. The seat of Chairman of the Board remains with a non-executive director. In order to maximize the value to True of the knowledge and experience of each Director, True does not limit the number of times that a Director may be re-elected or impose a mandatory retirement age. Compensation of top executives and the Board is recommended by the Compensation and Nominating Committee and approved by the entire Board. Remuneration consists of a fixed salary and, when deemed appropriate, a variable component. The variable component is linked to individual and corporate performance. True’s shareholders have approved the remuneration presently paid to Board members. Key members of executive Management have also been provided, with approval of the Company’s shareholders, Stock Options (which utilized the services of an independent advisor in performing this function, particularly within Thailand’s telecommunication industry) as a key component of their compensation in order to link their compensation to corporate performance and to establish a long term performance incentive. Details of such remuneration are provided within the Management content of this annual report. True has disclosed publicly in filings made with the Stock Exchange of Thailand significant actions taken by its Board over the course of 2004.
TRUETL: Management
89
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
9.4 Insider Trading Policy The Company is currently in compliance with applicable laws to monitor and prevent the personal use of confidential information of the Company by its management, including the use of said information for the purpose of insider trading. Material information which has not yet been disclosed will be kept confidential but will be disclosed only to the relevant senior management of the Company. The relevant senior management of the Company who shall access or receive said information are required to report their trading of shares in the Company pursuant to the Regulations of the Office of Securities and Exchange Commission Regarding Rules, Conditions, and Procedures Governing the Preparation and Disclosure of Reports on Securities Holdings, in order to prevent insider trading using internal information, and to ensure that the trading of shares by “insiders� of the Company is transparent. In addition, the Company has been carrying on the comparative study of the insider trading policies of various foreign institutions to be applied as a guideline to enhance transparency and boost the confidence in the Company amongst the analyst and investor community. 9.5 Personnel As of 31st December 2004, the total number of employees is as follows: Work Group and Classification
Management Service Area & Network Operation Marketing & Sales Information Technology Customer Services Finance & Accounting Supporting Total Source : the Company
No. of Employees 82 2,273 425 242 799 230 286 4,337
Remuneration for the Company’s Employees Remuneration In 2004, the total remuneration for employees was approximately Baht 2,026.89 million which consists of wages, salaries, bonus, overtime compensation, commission, provident fund and others. (please see details in the note 27 to the financial statements)
TRUETL: Management
90
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Other Compensation & Benefits -
Health Plans and Employee Welfare  In-house clinic  Annual Medical Check-up  New Employees’ Medical Check-up  Group Health Insurance  Group Accident Insurance  Group life Insurance - In case of death: Baht 30,000. - / Person  Social Security Fund - Each of the Company and employees contributes 5% of monthly salary (If any employee’s salary is more than Baht 15,000 a month, it was calculated only Baht 15,000 as the basic of funding). Said employee will gain special benefits from the Fund to have medical treatment at designated hospitals.
-
Paid Annual Leave  After 1 year of service, employees are eligible for annual leave as below: - Assistant Director Level and upwards are eligible for 15 days per annum and the others are eligible for 10 days per annum  Employees have to take accountability to complete their annual leave by December otherwise, annual leave can not be accumulated to the subsequent year.  Annual leave can be accumulated to the subsequent year only in case of urgent of work. The accumulation should be approved by authorized superior, but the total days should not be more than 30 for level of Assistant Director and upwards and 20 for the others.
- Compensation  Monthly Salary  Annual Performance Pay: between 0-4 times of monthly salary, subject to the Company’s performance and financial status.  Retirement: the employee must be at the age of 60 years or early retirement by agreement of company and employee, severance pay will be paid accord to the labor law.
TRUETL: Management
91
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Employee Training and Development Employee Training and Development Policy To encourage all employees to develop their knowledge, skills and attitude to be able to perform their jobs effectively and to be more competent for career advancement, which assists the Company in achieving its corporate strategy and goals. At present, the Company provides employees with various training and development programs, such as Core Competency Program, Functional Competency Program, True Core Business Program, etc.
TRUETL: Management
92
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
10. INTERNAL CONTROLS After an assessment of the Company’s internal controls with all the Audit Committee, the Board of Directors Meeting no. 1/2548 held on 25th February 2005, which all 3 members of the Audit Committee directors attended the meeting, has an opinion that the Company’s internal controls are adequate and suitable. Moreover, the external auditor has an opinion that it did not encounter any matter involving internal controls and its operation which are considered to be material weaknesses that could have a material effect on the financial statements. The Board also emphasized the development of the Company’s Corporate Governance in order to help improve the internal controls within the Company on a continuing basis.
TRUETM: Internal Controls
93
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
11. CONNECTED TRANSACTIONS During 2004, the Group carried out the transactions with subsidiaries, associates, joint ventures and related companies as disclosed in the financial statements for the year ended 31 December 2004 Note 9. The related transactions of the Company and subsidiaries were carried out with associate and related companies are as follows:
Details of transactions 1. Sales of goods 1.1 True Multimedia Co., Ltd. (TM) Sales of Cable modem to Asia Infonet Co., Ltd. (AI)
1.2 True Multimedia Co., Ltd. (TM) Sales of network equipment to UBC Cable Network Public Company Limited (UBC CABLE)
31 December 2004 (Baht'000)
Rationale and necessity
749
The Company indirectly holds 90.45% in TM’s equity interest and 65.00% in AI’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont, and Mr. Chatchaval Jiaravanon.
The transactions arose in ordinary course of business that TM proposed to the third party.
12
UBC directly holds 99.02% in UBC CABLE’s equity interest. The Company indirectly holds 39.24% in UBC’s equity interest and 90.45% in TM's equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont, Mr. Chatchaval Jiaravanon, Mr. Athueck Asvanund and Mr. Vichaow Rakphongphairoj.
The transactions arose in ordinary course of business that TM proposed to the third party.
CPG is a major hareholder of the Company. The Company indirectly holds 99.99% in AWC’s equity interest. These companies are related through directorships.
The transactions arose in ordinary course of business that AWC proposed to the third party.
1.3 Asia Wireless Communication Co., Ltd. (AWC) Sales of goods and PCT accessories to 796 Charoen Pokphand Group of companies (CPG)
TRUETN: Connected Transactions
Relationship
94
True Corporation Public Company Limited
31 December Details of transactions 2004 (Baht'000) 1.4 Asia Wireless Communication Co., Ltd. (AWC) Sales of goods and PCT accessories 223 to Bangkok Inter Teletech Group of companies (BITCO)
TRUETN: Connected Transactions
Rationale and necessity The transactions arose in ordinary course of business that AWC proposed to the third party.
The Company indirectly holds 99.99% in AWC’s equity interest and 70.00% in TIDC’s equity interest. These companies are related through directorships, i.e. Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon.
The transactions arose in ordinary course of business that AWC proposed to the third party.
The Company indirectly holds 99.99% in AWC’s equity interest and 65.00% in AI’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont , Mr. Supachai Chearavanont, and Mr. Chatchaval Jiaravanon.
The transactions arose in ordinary course of business that AWC proposed to the third party.
555
CPG is a major shareholder of the Company. The Company directly holds 87.50% in WW’s equity interest. These companies are related through directorships.
The transactions arose in ordinary course of business that WW proposed to the third party.
80
The Company directly holds 87.50% in WW’s equity interest and indirectly holds 65.00% in AI’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont, Mr. Chatchaval Jiaravanon and Mr. William Edward Harris.
The transactions arose in ordinary course of business that WW proposed to the third party.
1.6 Asia Wireless Communication Co., Ltd. (AWC) Sales of goods and PCT accessories 3 to Asia Infonet Co., Ltd. (AI)
1.8 Wire & Wireless Co., Ltd. (WW) Sales of goods and PCT accessories to Asia Infonet Co., Ltd. (AI)
Relationship
BITCO is an investor in cellular telephone operator which the Company directly holds 43.86% and indirectly holds 39.00% of equity interest and indirectly holds 99.99% in AWC’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont and Mr. Athueck Asvanund.
1.5 Asia Wireless Communication Co., Ltd. (AWC) Sales of goods and PCT accessories 1 to True Internet Data Center Co., Ltd. (TIDC)
1.7 Wire & Wireless Co., Ltd. (WW) Sales of communication equipment to Charoen Pokphand Group of companies (CPG)
Annual Registration Statements (Report Form 56-1)
95
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
31 December 2004 (Baht'000)
Relationship
1,437
CPG is a major shareholder of the Company.
The transactions arose in ordinary course of business that the Company proposed to the third party.
81
UBC directly holds 99.99% in CN’s equity interest. The Company indirectly holds 39.24% in UBC’s equity interest and related through directorships, i.e. Mr. Supachai Chearavanont, Mr. Soopakij Chearavanont, Mr. Chatchaval Jiaravanon, Mr. Athueck Asvanund and Mr. Vichaow Rakphongphairoj.
The transactions arose in ordinary course of business that the Company proposed to the third party.
3,416
BITCO is an investor in cellular telephone operator which the Company directly holds 43.86% and indirectly holds 39.00% of equity interest and related through directorships, i.e. Mr.Dhanin Chearavanont, Mr. Joti Bhokavanij, Mr. Supachai Chearavanont, Mr. Soopakij Chearavanont, Mr. Athueck Asvanund and Mr. Heinrich Heims.
The transactions arose in ordinary course of business that the Company proposed to the third party.
The Company indirectly holds 65.00% in AI’s equity interest and related through directorships, i.e. Mr. Supakij Chearavanont, Mr. Supachai Chearavanont, Mr. Chatchaval Jiaravanon and Mr. Ajva Taulananda. 1.13 Bangkok Inter Teletech Group of companies (BITCO) Sales of mobile handset to 10,934 CPG is a major shareholder of the Company. Charoen Pokphand Group of BITCO is an investor in cellular telephone companies (CPG) operator which the Company directly holds 43.86% and indirectly holds 39.00% of equity interest. These companies are related through directorships. Total Sales of goods 18,313
The transactions arose in ordinary course of business that the Company proposed to the third party.
Details of transactions 1.9 Company Sales of router to Charoen Pokphand Group of companies (CPG)
1.10 Company Sale of good to Cineplex Co., Ltd. (CN)
1.11 Company Sales of good to Bangkok Inter Teletech Group of companies (BITCO)
1.12 Company Sales of good to Asia Infonet Co., Ltd. (AI)
TRUETN: Connected Transactions
26
Rationale and necessity
The transactions arose in ordinary course of business that BITCO proposed to the third party.
96
True Corporation Public Company Limited
Details of transactions 2. Sales of services 2.1 Asia Infonet Co., Ltd. (AI) Sales of internet services to Charoen Pokphand Group of companies (CPG) 2.2 Asia Infonet Co., Ltd. (AI) Sales of internet services to Bangkok Inter Teletech Group of companies (BITCO)
2.3 True Multimedia Co., Ltd. (TM) Services of network maintenance to Satellite Services Co., Ltd. (SS)
2.4 True Multimedia Co., Ltd. (TM) Cable TV network services to UBC Cable Network Public Company Limited (UBC CABLE)
TRUETN: Connected Transactions
Annual Registration Statements (Report Form 56-1)
31 December 2004 (Baht'000)
Relationship
Rationale and necessity
28,817
CPG is an investor in major shareholder of the Company. The Company indirectly holds 65.00% in AI’s equity interest. These companies are related through directorships.
The transactions arose in ordinary course of business that AI proposed to the third party.
1
BITCO is a cellular telephone operator which the Company directly holds 43.86% and indirectly holds 39.00% of equity interest and indirectly holds 65.00% in AI’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont and Mr. Supachai Chearavanont
The transactions arose in ordinary course of business that AI proposed to the third party.
3,326
UBC directly holds 97.17% in SS’s equity interest. The Company indirectly holds 39.24% in UBC’s equity interest and 90.45% in TM’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont, Mr. Chatchaval Jiaravanon, Mr. Athueck Asvanund and Mr. Vichaow Rakphongphairoj.
The transactions arose in ordinary course of business that TM proposed to the third party.
Same as 1.2
TM is the owner of multimedia network. UBC CABLE and TM have entered into the agreement to rent the network and providing dropwire installation services. The transactions arose in ordinary course of business that AM proposed to the third party.
834,677
97
True Corporation Public Company Limited
Details of transactions 2.5 True Multimedia Co., Ltd. (TM) Commission charges to United Broadcasting Corporation Public Company Limited (UBC)
2.6 True Multimedia Co., Ltd. (TM) Digital Data Network services to Asia Infonet Co., Ltd. (AI)
2.7 True Multimedia Co., Ltd. (TM) Digital Data Network services to Bangkok Inter Teletech Group of companies (BITCO)
2.8 True Multimedia Co., Ltd. (TM) Digital Data Network services to Charoen Pokphand Group of companies (CPG)
31 December 2004 (Baht'000) 840
Relationship
Rationale and necessity
UBC is a pay television operator which the Company indirectly holds 39.24% of equity interest and 90.45% in AM’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont, Mr. Chatchaval Jiaravanon, Mr. Athueck Asvanund and Mr. Vichaow Rakphongphairoj,.
TM is the representative to acquire subscriber for UBC. TM obtain the reward at the ordinary course of business that UBC gives to the third party.
120,110
Same as 1.1
The transactions arose in ordinary course of business that TM proposed to the third party.
96,061
BITCO is an investor in cellular telephone operator which the Company directly holds 43.86% and indirectly holds 39.00% of equity interest and indirectly holds 90.45% in TM’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont and Mr. Athueck Asvanund.
The transactions arose in ordinary course of business that TM proposed to the third party.
30,111
CPG is a major shareholder of the Company. The Company indirectly holds 90.45% in TM’s equity interest. These companies are related through directorships.
The transactions arose in ordinary course of business that TM proposed to the third party.
Same as 1.6
The transactions arose in ordinary course of business that AWC proposed to the third party.
2.9 Asia Wireless Communication Co., Ltd. (AWC) Other service to 106 Asia Infonet Co., Ltd. (AI)
TRUETN: Connected Transactions
Annual Registration Statements (Report Form 56-1)
98
True Corporation Public Company Limited
Details of transactions 2.10 True Internet Co., Ltd. (TI) Sales of internet service to Charoen Pokphand Group of companies (CPG) 2.11 True Internet Co., Ltd. (TI) Sales of internet and audiotext services to United Broadcasting Corporation Public Company Limited (UBC) 2.12 True Internet Co., Ltd. (TI) Sales of internet and audiotext services to Asia Infonet Co., Ltd. (AI)
2.13 True Internet Co., Ltd. (TI) Sales of internet and audiotext services to Bangkok Inter Teletech Group of companies (BITCO)
2.14 True Properties Co., Ltd. (TP) Office rental and related services to Charoen Pokphand Group of companies (CPG)
TRUETN: Connected Transactions
Annual Registration Statements (Report Form 56-1)
31 December 2004 (Baht'000)
Relationship
Rationale and necessity
9,077
CPG is a major shareholder of the Company. The Company directly holds 99.99% in TI’s equity interest. These companies are related through directorships.
The transactions arose in ordinary course of business at market price.
1,461
UBC is a pay television operator which the Company indirectly holds 39.24% of equity interest. The Company directly holds 99.99% in TI’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon.
The transactions arose in ordinary course of business that TI proposed to the third party.
1,330
The Company directly holds 99.99% in TI’s equity interest and indirectly holds 65.00% in AI’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont, Mr. Chatchaval Jiaravanon and Mr. Ajva Taulananda.
The transactions arose in ordinary course of business that TI proposed to the third party.
3,232
BITCO is an investor in cellular telephone operator which the Company directly holds 43.86% and indirectly holds 39.00% of equity interest and 99.99% in TI’s equity interest. These companies are related through directorships, i.e. Mr. Supachai Chearavanont and Mr. Soopakij Chearavanont.
The transactions arose in ordinary course of business that TI proposed to the third party.
9,042
CPG is a major shareholder of the Company. The Company indirectly holds 99.99% in TP’s equity interest. These companies are related through directorships.
The transactions arose in ordinary course of business. The maturity are normally in 3 years and are allowed to be renewed.
99
True Corporation Public Company Limited
Details of transactions 2.15 True Properties Co., Ltd. (TP) Office rental and related services to UBC Cable Network Public Company Limited (UBC CABLE)
2.16 True Properties Co., Ltd. (TP) Office rental and related services to Asia Infonet Co., Ltd. (AI)
2.17 True Properties Co., Ltd. (TP) Office rental and related services to Bangkok Inter Teletech Group of companies. (BITCO)
2.18 True Properties Co., Ltd. (TP) Office rental and related services to True Internet Data Center Co., Ltd. (TIDC)
2.19 True Properties Co., Ltd. (TP) Office rental and related services to NC True Co., Ltd. (NC True)
TRUETN: Connected Transactions
Annual Registration Statements (Report Form 56-1)
31 December 2004 (Baht'000)
Relationship
Rationale and necessity
460
UBC directly holds 99.02% in UBC CABLE’s equity interest. The Company indirectly holds 39.24% in UBC’s equity interest and 99.99% in TP’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont and Mr. Chatchaval Jiaravanon.
The transactions arose in ordinary course of business. The maturity are normally in 3 years and are allowed to be renewed.
518
The Company indirectly holds 99.99% in TP’s equity interest and 65.00% in AI’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Chatchaval Jiaravanon and Mr. Ajva Taulananda.
The transactions arose in ordinary course of business. The maturity are normally in one year and are allowed to be renewed.
563
BITCO is an investor in cellular telephone operator which the Company directly holds 43.86% and indirectly holds 39.00% of equity interest. The Company indirectly holds 99.99% in TP’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont and Mr. Kachorn Chiaravanont.
The transactions arose in ordinary course of business. The maturity are normally in one year and are allowed to be renewed.
1,423
The Company indirectly holds 99.99% in TP’s equity interest and 70.00% in TIDC’s equity interest. These companies are related through directorship, i.e. Mr. Chatchaval Jiaravanon.
The transactions arose in ordinary course of business. The maturity are normally in one year and are allowed to be renewed.
116
The Company directly holds 40.00% in NC True’s equity interest and indirectly holds 99.99% in TP’s equity interest. These companies are related through directorship, i.e. Mr. Chatchaval Jiaravanon.
The transactions arose in ordinary course of business and at market prices.
100
True Corporation Public Company Limited
Details of transactions
Annual Registration Statements (Report Form 56-1)
31 December Relationship 2004 (Baht'000) 2.20 True Digital Entertainment Co., Ltd. (TDE) Game online services to 25 The Company indirectly holds 99.99% in Asia Infonet Co., Ltd. (AI) TDE’s equity interest and 65.00% in AI’s equity interest. These companies are related through directorship, i.e. Mr. Soopakij Chearavanont and Mr. Chatchaval Jiaravanon. 2.21 T Pay Co., Ltd. (T Pay) Payment service center to 18 BITCO is an investor in cellular telephone Bangkok Inter Teletech Group operator which the Company directly holds of companies (BITCO) 43.86% and indirectly holds 39.00% of equity interest. The Company directly holds 49.00% in T Pay's equity interest. These companies are related through directorships, i.e. Mr. Supachai Chearavanont 2.22 T Pay Co., Ltd. (T Pay) Payment service center to 264 The Company directly holds 49.00% in Asia Infonet Co., Ltd. (AI) T Pay’s equity interest and indirectly holds 65.00% in AI’s equity interest. These companies are related through directorship, i.e. Mr. Supachai Chearavanont. 2.23 True Internet Data Center Co., Ltd. (TIDC) Rental of internet server to 288 The Company indirectly holds 70.00% in Asia Infonet Co., Ltd. (AI) TIDC’s equity interest and 65.00% in AI’s equity interest. These companies are related through directorship, i.e. Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon. 2.24 True Internet Data Center Co., Ltd. (TIDC) Rental of internet server to 562 The Company directly holds 40.00% in NC NC True Co., Ltd. (NC True) True’s equity interest and indirectly holds 70.00% in TIDC’s equity interest. These companies are related through directorship, i.e. Mr. Supachai Chearavanont. 2.25 True Fleet Management Co., Ltd. (TFM) Car rental and related services to 502,491 CPG is a major shareholder of the Company. Charoen Pokphand Group of The Company directly holds 99.99% in TFM’s companies (CPG) equity interest. These companies are related through directorships.
TRUETN: Connected Transactions
Rationale and necessity
The transactions arose in ordinary course of business and at market prices.
The transactions arose in ordinary course of business and at market prices.
The transactions arose in ordinary course of business and at market prices.
The transactions arose in ordinary course of business and at market prices.
The transactions arose in ordinary course of business and at market prices.
The transactions arose in ordinary course of business and at market prices. The maturity are normally in 3 years basis.
101
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
31 December Details of transactions 2004 Relationship (Baht'000) 2.26 True Fleet Management Co., Ltd. (TFM) Car and office equipment rental 101 The Company indirectly holds 65.00% in AI’s services to equity interest and directly holds 99.99% in Asia Infonet Co., Ltd. (AI) TFM’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Chatchaval Jiaravanon and Mr. Ajva Taulananda. 2.27 True Fleet Management Co., Ltd. (TFM) Car rental and related services to 12,603 UBC directly holds 99.02% in UBC CABLE’s UBC Cable Network Public equity interest. The Company indirectly holds Company Limited (UBC CABLE) 39.24% in UBC’s equity interest and directly holds 99.99% in TFM’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont and Mr. Chatchaval Jiaravanon. 2.28 True Fleet Management Co., Ltd. (TFM) Car rental and related services to 4 BITCO is an investor in cellular telephone Bangkok Inter Teletech Group of operator which the Company directly holds companies (BITCO) 43.86% and indirectly holds 39.00% of equity interest. The Company directly holds 99.99% in TFM's equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont and Mr. Kachorn Chiaravanont. 2.29 Wire & Wireless Co., Ltd. (WW) Installation of telephone systems to 51 Same as 1.7 Charoen Pokphand Group of companies (CPG) 2.30 Wire & Wireless Co., Ltd. (WW) Installation of telephone systems to Asia Infonet Co., Ltd. (AI)
TRUETN: Connected Transactions
184
Same as 1.8
Rationale and necessity The transactions arose in ordinary course of business and at market prices. The maturity are normally in 3 years basis. The transactions arose in ordinary course of business and at market prices. The maturity are normally in 3 years basis.
The transactions arose in ordinary course of business and at market prices. The maturity are normally in 3 years basis.
The transactions arose in ordinary course of business that WW proposed to the third party. The transactions arose in ordinary course of business.
102
True Corporation Public Company Limited
Details of transactions 2.31 Wire & Wireless Co., Ltd. (WW) Network installation to Bangkok Inter Teletech Group of companies (BITCO)
2.32 Wire & Wireless Co., Ltd. (WW) Network installation to True Internet Data Center Co., Ltd. (TIDC)
Annual Registration Statements (Report Form 56-1)
31 December 2004 (Baht'000)
Relationship
80,343
BITCO is an investor in cellular telephone operator which the Company directly holds 43.86% and indirectly holds 39.00% of equity interest and directly holds 87.50% in WW’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont and Mr. Athueck Asvanund.
The transactions arose in ordinary course of business that WW proposed to the third party.
4,806
The Company indirectly holds 70.00% in TIDC’s equity interest and directly holds 87.50% in WW’s equity interest. These companies are related through directorships, i.e. Mr. Supachai Chearavanont, Mr. Chatchaval Jiaravanon and Mr. William Edward Harris.
The transactions arose in ordinary course of business that WW proposed to the third party.
2.33 Bangkok Inter Teletech Group of companies (BITCO) Sales of scratch card to 1,298,118 Same as 1.13 Charoen Pokphand Group of companies (CPG) 2.34 Bangkok Inter Teletech Group of companies (BITCO) Sales of scratch card to 103 BITCO is an investor in cellular telephone Asia Infonet Co., Ltd. (AI) operator which the Company directly holds 43.86% and indirectly holds 39.00% of equity interest and indirectly holds 65.00% in AI’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, and Mr. Supachai Chearavanont. 2.35 Company 826 UBC directly holds 99.02% in UBC CABLE’s Consulting service – SAP to equity interest. The Company indirectly UBC Cable Network Public holds 39.24% in UBC’s equity interest and Company Limited (UBC related through directorships, i.e. Mr. Supachai CABLE) Chearavanont, Mr. Soopakij Chearavanont, Mr. Chatchaval Jiaravanon, Mr. Vichaow Rakphongphairoj and Mr. Athueck Asvanund.
TRUETN: Connected Transactions
Rationale and necessity
The transactions arose in ordinary course of business that BITCO proposed to the third party. The transactions arose in ordinary course of business that BITCO proposed to the third party.
The transactions arose in ordinary course of business.
103
True Corporation Public Company Limited
Details of transactions 2.36 Company Coin distribution services to Charoen Pokphand Group of companies (CPG) 2.37 Company Data Communication via TA Easy Click services to Asia Infonet Co., Ltd. (AI) 2.38 Company Land rental to True Internet Data Center Co., Ltd. (TIDC) 2.39 Company Digital Data Network and other services to Bangkok Inter Teletech Group of companies (BITCO) Total sales of services 3. Purchase of services 3.1 Asia Infonet Co., Ltd. (AI) Office rental and related services from Charoen Pokphand Group of companies (CPG) 3.2 Asia Infonet Co., Ltd. (AI) Mobile phone monthly fee from Bangkok Inter Teletech Group of companies (BITCO)
TRUETN: Connected Transactions
Annual Registration Statements (Report Form 56-1)
31 December 2004 (Baht'000)
Relationship
Rationale and necessity
3,387
Same as 1.9
The transactions arose in ordinary course of business that the Company proposed to the third party.
9,966
Same as 1.12
The transactions arose in ordinary course of business that the Company proposed to the third party.
106
The Company indirectly holds 70.00% in TIDC’s equity interest. These companies are related through directorships, i.e. Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon.
The transactions arose in ordinary course of business that the Company proposed to the third party.
6,076
Same as 1.11
The transactions arose in ordinary course of business, net of discount rate.
8,415
Same as 2.1
The transactions arose in ordinary course of business at market price on annually basis and are allowed to be renewed.
103
Same as 2.2
The transactions arose in ordinary course of business.
3,061,593
104
True Corporation Public Company Limited
Details of transactions 3.3 Asia Infonet Co., Ltd. (AI) Cable TV services from UBC Cable Network Public Company Limited (UBC CABLE)
31 December 2004 (Baht'000) 41
3.4 Asia Wireless Communication Co., Ltd. (AWC) Car park rental from 747 Charoen Pokphand Group of companies (CPG) 3.5 Asia Wireless Communication Co., Ltd. (AWC) Internet services from 89 Asia Infonet Co., Ltd. (AI) 3.6 Asia Wireless Communication Co., Ltd. (AWC) Cable TV services from 37 UBC Cable Network Public Company Limited (UBC CABLE)
3.7 Asia Wireless Communication Co., Ltd. (AWC) Caliabration service from 375 NEC Corporation (Thailand) Co., Ltd. (NEC) 3.8 True Internet Co., Ltd. (TI) Office rental and related services from Charoen Pokphand Group of companies (CPG)
TRUETN: Connected Transactions
Annual Registration Statements (Report Form 56-1)
5,265
Relationship
Rationale and necessity
UBC indirectly holds 99.02% in UBC CABLE’s The transactions arose equity interest. The Company indirectly holds in ordinary course of 39.24% of UBC’s equity interest and 65.00% business. in AI’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon. Same as 1.3
The transactions arose in ordinary course of business.
Same as 1.6
The transactions arosed in ordinary course of business.
UBC indirectly holds 99.02% in UBC CABLE’s The transactions arose equity interest. The Company indirectly holds in ordinary course of 39.24% of UBC’s equity interest and 99.99% business. in AWC’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont, Mr. Chatchaval Jiaravanon, Mr. Vichaow Rakphongphairoj and Mr. Athueck Asvanund. The Company indirectly holds 9.62% in NEC’s The transactions arose equity interest and 99.99% in AWC’s equity in ordinary course of interest. These companies are related through business. directorships, i.e. Mr. Chatchaval Jiaravanon Same as 2.10
The transactions arose in ordinary course of business.
105
True Corporation Public Company Limited
Details of transactions
31 December 2004 (Baht'000)
3.9 True Internet Co., Ltd. (TI) Service Click TA and dealer from Asia Infonet Co., Ltd. (AI)
47,326
3.10 True Internet Co., Ltd. (TI) Cable TV services from UBC Cable Network Public Company Limited (UBC CABLE)
3.11 True Internet Co., Ltd. (TI) Mobile phone monthly fee from Bangkok Inter Teletech Group of companies (BITCO) 3.12 True Internet Co., Ltd. (TI) Cost of revenue sharing from True internet Data Center (TIDC)
3.13 True Properties Co., Ltd. (TP) Other services from Charoen Pokphand Group of companies (CPG)
3.14 True Properties Co., Ltd. (TP) Internet services from Asia Infonet Co., Ltd. (AI) 3.15 True Properties Co., Ltd. (TP) Mobile phone monthly fee from Bangkok Inter Teletech Group of companies (BITCO)
TRUETN: Connected Transactions
Annual Registration Statements (Report Form 56-1)
Relationship
Same as 2.12
Rationale and necessity The transactions arose in ordinary course of business.
63
UBC indirectly holds 99.02% in UBC CABLE’s The transactions arose equity interest. The Company indirectly holds in ordinary course of 39.24% in UBC’s equity interest and directly business. holds 99.99% in TI’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon.
922
Same as 2.13
The transactions arose in ordinary course of business.
1,452
The Company indirectly holds 70.00% in TIDC’s equity interest and directly holds 99.99% in TI’s equity interest. These companies are related through directorships, i.e. Mr. Supachai Chearavanont and Mr. Chatchaval Jiaravanon.
The transactions arose in ordinary course of business.
247
Same as 2.14
The transactions arose in ordinary course of business at market price with 3 years long and are allowed to be renewed.
6
Same as 2.16
The transactions arose in ordinary course of business.
25
Same as 2.17
The transactions arose in ordinary course of business.
106
True Corporation Public Company Limited
Details of transactions 3.16 Telecom Holding Co., Ltd. (TH) Service charge from Charoen Pokphand Group of companies (CPG) 3.17 Wire & Wireless Co., Ltd. (WW) Insurance premium charge from Charoen Pokphand Group of companies (CPG) 3.18 Wire & Wireless Co., Ltd. (WW) Mobile phone monthly fee from Bangkok Inter Teletech Group of companies (BITCO) 3.19 True Multimedia Co., Ltd. (TM) Cable TV services from UBC Cable Network Public Company Limited (UBC CABLE) 3.20 True Multimedia Co., Ltd. (TM) Insurance premium charge and other services from Charoen Pokphand Group of companies (CPG) 3.21 True Multimedia Co., Ltd. (TM) Internet services from Asia Infonet Co., Ltd. (AI)
31 December 2004 (Baht'000)
Relationship
Rationale and necessity
12
CPG is a major shareholder of the Company. The Company direct and indirect holds 99.99% in TH’s equity interest. These companies are related through directorships.
The transactions arose in ordinary course of business.
266
Same as 1.7
The transactions arose in ordinary course of business.
321
Same as 2.31
The transactions arose in ordinary course of business.
13,785
Same as 1.2
The transactions arose in ordinary course of business.
379
Same as 2.8
The transactions arose in ordinary course of business.
82
Same as 1.1
The transactions arose in ordinary course of business.
Same as 2.7
The transactions arose in ordinary course of business.
Same as 2.28
The transactions arose in ordinary course of business.
CPG is a major shareholder of the Company. The Company indirectly holds 70.00% in TIDC’s equity interest. These companies are related through directorships.
The transactions arose in ordinary course of business.
3.22 True Multimedia Co., Ltd. (TM) Mobile phone monthly fee from 426 Bangkok Inter Teletech Group of companies (BITCO) 3.23 True Fleet Management Co., Ltd. (TFM) Mobile phone monthly fee from 49 Bangkok Inter Teletech Group of companies (BITCO) 3.24 True Internet Data Center Co., Ltd. (TIDC) Entertainment services from 1 Charoen Pokphand Group of companies (CPG)
TRUETN: Connected Transactions
Annual Registration Statements (Report Form 56-1)
107
True Corporation Public Company Limited
31 December Details of transactions 2004 (Baht'000) 3.25 True Digital Entertainment Co., Ltd. (TDE) Office rental and related services 1,278 from Charoen Pokphand Group of companies (CPG) 3.26 True Digital Entertainment Co., Ltd. (TDE) Mobile phone monthly fee from 2 Bangkok Inter Teletech Group of companies (BITCO)
Annual Registration Statements (Report Form 56-1)
Relationship
CPG is a major shareholder of the Company. The Company indirectly holds 99.99% in TDE’s equity interest. These companies are related through directorships.
BITCO is an investor in cellular telephone operator which the Company directly holds 43.86% and indirectly holds 39.00% of equity interest and indirectly holds 99.99% in TDE’s equity interest. These companies are related through directorships, i.e. Mr. Supachai Chearavanont. 3.27 Bangkok Inter Teletech Group of companies (BITCO) Office rental and related services 27,279 Same as 1.13 from Charoen Pokphand Group of companies (CPG) 3.28 Bangkok Inter Teletech Group of companies (BITCO) Advertising services from 5,382 UBC indirectly holds 99.02% in UBC CABLE’s UBC Cable Network Public equity interest. The Company directly holds Company Limited (UBC 43.86% and indirectly holds 39.00%in BITCO’s CABLE) equity interest and indirectly holds 39.24% in UBC’s equity interest. These companies are related through directorships, i.e. Mr. Soopakij Chearavanont, Mr. Supachai Chearavanont and Mr. Athueck Asvanund. 3.29 Company Repair and maintenance services 5,173 The Company indirectly holds 9.62% in from NEC’s equity interest and related through NEC Corporation (Thailand) Co., directorship by Mr. Chatchaval Jiaravanon. Ltd. (NEC) 3.30 Company Rental of internet server from 499 Same as 2.38 True Internet Data Center Co., Ltd. (TIDC) 3.31 Company Rental space for public phone from 10,533 Same as 1.9 Charoen Pokphand Group of companies (CPG) TRUETN: Connected Transactions
Rationale and necessity The transactions arose in ordinary course of business.
The transactions arose in ordinary course of business.
The transactions arose in ordinary course of business.
The transactions arose in ordinary course of business.
The transactions arose in ordinary course of business.
The transactions arose in ordinary course of business. The transactions arose in ordinary course of business.
108
Annual Registration Statements (Report Form 56-1)
True Corporation Public Company Limited
Details of transactions 3.32 Company Office rental and related services from Charoen Pokphand Group of companies (CPG) 3.33 Company Other services from Charoen Pokphand Group of companies (CPG) 3.34 Company Promotion and support project Academy fantasia from Cineplex Co., Ltd. (CN) 3.35 Company Internet services from Asia Infonet Co., Ltd. (AI) 3.36 Company Promotion expenses and mobile phone monthly fee from Bangkok Inter Teletech Group of companies (BITCO) Total purchase of services 4. Purchase of goods 4.1 Wire & Wireless Co., Ltd. (WW) Purchase of internet service from Asia Infonet Co., Ltd. (AI) 4.2 Wire & Wireless Co., Ltd. (WW) Purchase of goods from Bangkok Inter Teletech Group of companies (BITCO) 4.3 Company Purchase of internet service from Asia Infonet Co., Ltd. (AI)
TRUETN: Connected Transactions
31 December 2004 (Baht'000)
Relationship
Rationale and necessity
32,816
Same as 1.9
The transactions arose in ordinary course of business. The maturity are normally in the year and are allowed to be renewed.
15,645
Same as 1.9
The transactions arose in ordinary course of business.
17,022
Same as 1.10
The transactions arose in ordinary course of business.
22
Same as 1.12
The transactions arose in ordinary course of business.
1,879
Same as 2.39
The transactions arose in ordinary course of business.
16
Same as 1.8
The transactions arose in ordinary course of business.
18,085
Same as 2.31
The transactions arose in ordinary course of business.
205
Same as 1.12
The transactions arose in ordinary course of business.
197,964
109
Annual Registration Statements (Report Form 56-1)
True Corporation Public Company Limited
Details of transactions 4.4 Company Purchase equipment from NEC Corporation (Thailand) Co., Ltd. (NEC) 4.5 Company Mobile handsets from Bangkok Inter Teletech Group of companies (BITCO)
31 December 2004 (Baht'000)
Relationship
14,456
Same as 3.29
The transactions arose in ordinary course of business.
22,065
Same as 2.39
The transactions arose in ordinary course of business.
Total purchase of goods 54,827 5. Interest expense 5.1 Bangkok Inter Teletech Group of companies (BITCO) Payment of interest expense to 60,496 BITCO is an investor in cellular telephone Kreditanstalt fuer Wiederaufbau operator which the Company directly holds (KfW) 43.86% and indirectly holds 39.00% of equity interest and KfW is the only preference shareholder of the Company and holds 17.09% of issued and paid-up share capital. 5.2 Company Payment of interest expense to 30,077 KfW is the only preference shareholder of the Kreditanstalt fuer Wiederaufbau Company and holds 17.09% of issued and (KfW) paid-up share capital.
Total interest expense
Rationale and necessity
The transactions arose in repayment interest expense of borrowing to KfW at the rate as stipulated in the agreement. The transactions arose in repayment interest expense of borrowing to KfW at the rate as stipulated in the agreement.
90,573
Measures and Procedures for Approving the Entering into of Connected Transactions The Company has measures and procedures for approving the entering into the connected transactions in compliance with the Rules and Regulations of the office of Securities and Exchange Commission (“SEC”) and the Stock Exchange of Thailand (“SET”), and the provisions of the Public Companies Act, i.e. related party transactions must obtain approval from the Independent Directors. If any related party transaction is deemed to be a connected transaction, said transaction must obtain approval from the Audit Committee, the Board of Directors and/or Shareholders Meeting as the case may be, according to the Regulation of the Stock Exchange of Thailand. Moreover, the Company must comply with the terms and conditions of the Common Terms Agreement First Amendment and Restatement Agreement dated 14th October 2003 which is the principal debt agreements executed between the Company and its Secured Creditors, and related agreements. The key terms and conditions in said Agreement and related agreements with regard to connected transactions specify that the Company shall not enter into any TRUETN: Connected Transactions
110
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
contract, agreement, or arrangement with any affiliates other than on arms’ length open market terms. Apart from the foregoing obligation, the terms and conditions of the Shareholders Agreement executed with Kreditanstalt fĂœr Wiederaufbau dated 22nd December 1999 specify that the Company shall have to disclose the entering into any connected transactions of the major shareholders or its affiliates. Policy for Future Connected Transactions In addition, in order to strictly comply with the rules and regulations of the SEC and the SET, the Company has applied said rules and regulations in implementing an internal guideline for connected transactions by undertaking a comparative study of the connected transactions guidelines from various foreign institutions to enhance transparency and create parallel understanding with foreign analysts and investors. With regard to future connected transactions, the Company anticipates that there will be connected transactions in the ordinary course of business of the Company with its affiliates and the Company shall proceed with such transactions in a transparent manner pursuant to the good corporate governance policy of the Company as well as all relevant regulations.
TRUETN: Connected Transactions
111
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
12. FINANCIAL STATUS AND PERFORMANCE 12.1 Company’s Auditor and Significant Accounting Policies The auditors appointed by the Board of Directors to be the Company’s auditor in order to perform the audit of the Company and consolidated financial statements during the past three years were as follows: Financial statements for the year ended 31 December 2004 : PricewaterhouseCoopers ABAS Limited Financial statements for the year ended 31 December 2003 : PricewaterhouseCoopers ABAS Limited Financial statements for the year ended 31 December 2002 : PricewaterhouseCoopers ABAS Limited According to the three (3) years’ Reports of Certified Public Accountant, the Company’s auditors had expressed his/her unqualified opinions on the financial statements as follows: The Year Ended 31 December 2004 The auditor had expressed his/her unqualified opinion that the consolidated and Company financial statements present fairly, in all material respects, the consolidated and Company financial position as at 31 December 2004 and results of operations and cash flows for the year then ended in accordance with generally accepted accounting principles. The Year Ended 31 December 2003 The auditor had expressed his/her unqualified opinion that the consolidated and Company financial statements present fairly, in all material respects, the consolidated and Company financial position as at 31 December 2003 and results of operations and cash flows for the year then ended in accordance with generally accepted accounting principles. The Year Ended 31 December 2002 The auditor had expressed his/her unqualified opinion that the consolidated and Company financial statements present fairly, in all material respects, the consolidated and Company financial position as at 31 December 2002 and results of operations and cash flows for the year then ended in accordance with generally accepted accounting principles.
TRUETO: Financial Status and Performance
112
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
12.2 Summary of Financial Statements TRUE CORPORATION PUBLIC COMPANY LIMITED Consolidated Balance Sheet As at 31 December 2004, 2003 and 2002 (Unit: Thousand Baht) 31 December 2004 Assets Current assets Cash and cash equivalents Restricted cash Short-term investments Trade accounts receivable, net Short-term loans to related parties Inventories, net Income tax deducted at source Claimable value added tax Other current assets Total current assets
Common Size (%)
31 December 2003
Common Size (%)
31 December 2002
Common Size (%)
4,469,146 1,739,248 1,357,653 6,264,259 984,225 544,187 2,569,866 1,519,586 19,448,170
4.35 1.70 1.32 6.10 0.96 0.53 2.50 1.49 18.95
2,815,869 1,819,957 3,537,953 5,510,171 727,158 1,113,611 1,176,625 468,046 17,169,390
3.24 2.10 4.08 6.35 0.84 1.28 1.36 0.54 19.79
3,135,696 4,482,279 21,210 6,897,931 781 1,184,275 680,153 895,507 1,331,246 18,629,078
3.37 4.82 0.02 7.42 0.01 1.27 0.73 0.97 1.43 20.04
3,645,417 97,071 53,874 75,674,473
3.56 0.09 0.05 73.74
3,623,336 75,571 53,874 63,018,960
4.18 0.09 0.06 72.64
4,009,108 75,572 53,874 66,870,643
4.31 0.08 0.06 71.92
2,947,677 758,498 83,177,010
2.87 0.74 81.05
1,887,057 931,873 69,590,671
2.17 1.07 80.21
1,771,042 1,567,935 74,348,174
1.90 1.69 79.96
102,625,180
100.00
86,760,061
100.00
92,977,252
100.00
Liabilities and shareholders' equity Current liabilities Short-term borrowings Trade accounts payable Current portion of long-term borrowings Unearned income Accrued expenses Other current liabilities Total current liabilities
217,658 4,108,555 4,449,677 1,353,122 3,300,645 2,884,000 16,313,657
0.21 4.00 4.34 1.32 3.22 2.81 15.90
773,216 2,434,231 19,132,993 489,710 2,205,862 2,370,917 27,406,929
0.89 2.81 22.05 0.57 2.54 2.73 31.59
721,933 2,244,583 5,132,246 230,511 3,260,268 2,536,669 14,126,210
0.78 2.40 5.52 0.25 3.51 2.73 15.19
Non-current liabilities Long-term borrowings Long-term trade accounts payable Other non-current liabilities Total non-current liabilities
79,970,768 1,246,350 356,853 81,573,971
77.92 1.21 0.35 79.48
49,423,049 7,857,920 577,100 57,858,069
56.97 9.06 0.66 66.69
59,329,885 8,012,583 4,310,326 71,652,794
63.81 8.62 4.64 77.07
Total liabilities
97,887,628
95.38
85,264,998
98.28
85,779,004
92.26
Non-current assets Investments: - Investments in subsidiaries, joint ventures and associates - Other long-term investments - Investment property Property, plant and equipment, net Other assets: - Intangible assets, net - Other non-current assets Total non-current assets Total assets
Shareholders' equity Share capital Authorised share capital Preferred shares Common shares Issued and fully paid-up share capital Preferred shares Common shares Premium on share capital Common shares Discount on share capital Preferred shares Common shares Foreign currency translation adjustment Unrealised gain(loss) on changes of fair value on available- for-sale securities Retained earnings (deficit) Appropriated legal reserve Deficit Total parent's shareholders'equity Minority interest in subsidiaries Total shareholders’ equity
34,881 (43,400,745) 4,366,617 370,935 4,737,552
0.03 (42.32) 4.25 0.37 4.62
34,881 (44,005,658) 1,078,180 416,883 1,495,063
Total liabilities and shareholders' equity
102,625,180
100.00
86,760,061
6,994,655 39,588,738
6,996,485 36,895,796
6,997,535 37,463,647
6,994,655 33,930,617
6.82 33.09
6,996,485 29,948,487
8.06 34.52
6,997,535 29,947,437
7.53 32.21
11,432,046
11.15
11,432,046
13.18
11,432,046
12.30
(1,493,070) (3,260,734) 104,344
(1.46) (3.18) 0.10
(1,493,459) (1,943,495) 104,344
(1.72) (2.24) 0.12
(1,493,683) (1,943,271) 104,344
(1.61) (2.09) 0.11
(2,713)
(0.01)
0.04 (50.72) 1.25 0.47 1.72
34,881 (38,331,553) 6,745,023 453,225 7,198,248
0.04 (41.23) 7.25 0.49 7.74
100.00
92,977,252
100.00
24,623
TRUETO: Financial Status and Performance
0.02
4,549
0.01
113
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
TRUE CORPORATION PUBLIC COMPANY LIMITED Consolidated Statements of Income For the year ended 31 December 2004, 2003 and 2002 (Unit: Thousand Baht) 31 December 2004 Revenues Revenues from telephone and other services Revenues from product sales Total revenues Costs Cost of providing services Cost of sales Total costs Gross profit Selling and administrative expenses Profit from sales and providing services Other revenues Other expenses Operating results Share of results in subsidiaries, joint ventures and associates Loss on impairment of investment Gain on sale of investment Other non-operating income (expenses) Profit(loss) before interest and tax Interest income Interest expense Foreign exchange gain (loss) Loss before income tax Income tax Loss before extraordinary item Extraordinary item Gain from debt restructuring Profit (loss) before minority interest Loss attributable to minority interest Profit (loss) for the year Basic and diluted loss per share Loss from ordinary activities Extraordinary item Gain from debt restructuring Net loss for the year
TRUETO: Financial Status and Performance
30,648,684 2,361,556 33,010,240 22,094,271 2,039,605 24,133,876 8,876,364
Common Size (%) 92.85 7.15 100.00
31 December 2003 27,001,000 948,950 27,949,950 20,203,343 1,001,422 21,204,765 6,745,185
7,497,004 1,379,360 633,058 (179,372) 1,833,046
66.93 6.18 73.11 26.89 22.71 4.18 1.92 (0.54) 5.56
(124,144) 156,695 1,865,597 41,251 (4,212,697) 255,222 (2,050,627) (87,521) (2,138,148) 2,726,305 588,157 16,756 604,913
Common Size (%) 96.60 3.40 100.00
31 December 2002 24,214,524 1,568,462 25,782,986
Common Size (%) 93.92 6.08 100.00
17,651,533 1,758,073 19,409,606 6,373,380
6,468,524 276,661 343,251 (933,125) (313,213)
72.28 3.58 75.86 24.14 23.14 1.00 1.23 (3.34) (1.11)
6,171,230 202,150 245,620 (1,827,048) (1,379,278)
68.46 6.82 75.28 24.72 23.94 0.78 0.95 (7.09) (5.36)
(0.38) 0.47 5.65 0.12 (12.76) 0.77 (6.22) (0.27) (6.49)
(444,249) 3,989 (77,452) (830,925) 37,614 (4,483,235) (311,132) (5,587,678) (122,769) (5,710,447)
(1.59) 0.01 (0.28) (2.97) 0.13 (16.04) (1.11) (19.99) (0.44) (20.43)
1,844,460 (5,721,988) 943,248 3,196,229 (1,117,329) 54,299 (3,880,857) (403,466) (5,347,353) (143,683) (5,491,036)
7.15 (22.19) 3.66 12.40 (4.34) 0.21 (15.05) (1.56) (20.74) (0.56) (21.30)
8.26 1.77 0.05 1.82
(5,710,447) 36,342 (5,674,105)
(20.43) 0.13 (20.30)
95,454 (5,395,582) 1,133 (5,394,449)
0.37 (20.93) (20.93)
(0.93)
(2.13)
(2.37)
0.90 (0.03)
(2.13)
0.03 (2.34)
114
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
TRUE CORPORATION PUBLIC COMPANY LIMITED Consolidated Statements of Cash Flow For the year ended 31 December 2004, 2003 and 2002 (Unit: Thousand Baht) 31 December 2004 Cash flows from operating activities Profit (loss) before minority interest Add : Interest expense Income tax Profit (loss) before interest and tax Adjustments for: Depreciation and amortisation (Gain)loss on disposal of property, plant and equipment Doubtful accounts Impairment charge of investment Impairment charge of fixed assets Obsolete inventories Other operating assets and liabilities written-off Gain on sale of available-for-sale securities Unrealised (gain) loss on foreign exchange Gain from debt restructuring Gain on repayment of borrowings Gain from forgiveness Share of loss in subsidiaries, joint ventures and associates Changes in operating assets and liabilities - Trade accounts receivable - Short-term investment-trading securities - Inventories - Other current assets - Other non-current assets - Trade accounts payable - Accrued expenses and other current liabilities - Other non-current liabilities Cash generated from operations Less: Interest paid Income tax paid Net cash from operating activities Cash flows from investing activities Withdrawal (deposit) in restricted cash Withdrawal (deposit) in short-term investments- time deposit Acquisition of intangible assets Acquisition of property, plant and equipment Acquisition of subsidiaries, net of cash acquired Additional share call up on other long-term investments Additional investments in subsidiaries and associate Proceeds from sale of available-for-sale securities Proceeds from disposals of property, plant and equipment Net cash used in investing activities Cash flows from financing activities (Repayments) proceeds from short-term borrowings Issue from common shares Proceeds from borrowings, net of cash paid for debt issuance cost Preceed received from minority from share call up by a subsidiary Repayments on long-term trade accounts payable Repayments on borrowings Net cash (used in) received from financing activities Net increase (decrease) in cash and cash equivalents Openning balance Closing balance
TRUETO: Financial Status and Performance
31 December 2003
31 December 2002
588,157 4,212,697 87,522 4,888,376
(5,710,446) 4,483,235 122,769 (1,104,442)
(5,395,582) 3,880,857 143,683 (1,371,042)
11,785,068 (73,030) 558,421 8,330 26,454 22,891 (566,826) (2,726,305) (156,695) (165,044) 124,144
11,365,829 (54,540) 665,321 647,962 225,951 20,152 (3,982) 232,982 (5) 444,249
9,276,717 20,681 828,512 5,721,988 1,613,414 180,418 2,968 (943,249) 394,881 (95,454) (3,196,229) (27) (1,844,460)
(851,859) (200,856) (469,247) 1,030,723 200,757 (1,100,736) 1,353,217 (815,356) 12,872,427 (4,758,224) (732,831) 7,381,372
942,590 (304,175) 43,041 742,857 (9,052) 94,705 (2,255,887) (54,878) 11,638,678 (3,803,949) (759,221) 7,075,508
(2,352,324) (552,798) (112,838) (131,082) (373,585) 874,241 560,355 8,501,087 (3,538,548) (507,093) 4,455,446
81,037 2,401,190 (163,924) (3,962,576) 613,689 (21,500) (64,005) 208,665 (907,424)
2,662,323 (3,207,193) (181,277) (10,378,024) 5,832 135,051 (10,963,288)
94,171 161,264 (279,922) (8,753,438)
(548,263) 2,663,450 10,059,584 15,300 (4,078,754) (12,931,988) (4,820,671)
27,868 11,155,131 (181,124) (7,433,922) 3,567,953
670,045 2,998,136 25,786,973 (677,547) (23,661,538) 5,116,069
1,653,277 2,815,869 4,469,146
(319,827) 3,135,696 2,815,869
451,440 2,684,256 3,135,696
(23,250) (402,162) 83,262 (9,120,075)
115
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
12.3 Financial Ratios FINANCIAL RATIOS True Corporation Public Company Limited and Subsidiaries 2004
2003
2002
Liquidity Ratios Current Ratio Times 1.19 0.63 1.31 Quick Ratio-Accrual Basis Times 0.85 0.50 1.03 Quick Ratio-Cash Basis Times 0.34 0.34 0.31 Receivable Turnover Ratio Times 5.61 4.01 4.51 Average Collection Period Days 64.20 79.91 89.68 Average Collection Period * Days 42.18 49.80 47.82 * Excluding accounts receivable from TOT which represents the amount that was already paid by customers but TA has not yet received its revenue sharing from TOT. Inventory Turnover Ratio Times 28.20 21.96 16.65 Average Inventory Turnover Period Days 12.76 16.39 21.63 Payable Turnover Ratio Times 7.38 8.97 7.67 Average Payment Period Days 48.80 40.12 46.92 Cash Cycle Days 28.17 56.18 64.39 Profitability Ratios Gross Margin Net Profit Margin Return on Equity Efficiency Ratios Return on Total Assets Return on Fixed Assets Assets Turnover Ratio
TRUETO: Financial Status and Performance
% % %
26.89% 1.83% 19.41%
24.90% -20.30% -130.54%
24.70% -20.93% -89.21%
% % Times
0.64% 16.22% 0.35
-6.31% 7.61% 0.31
-6.00% 5.43% 0.29
116
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
2004
2003
2002
Times Times Times %
18.08 2.77 0.67 -
51.11 2.61 0.48 -
10.17 2.18 0.33 -
Per Share Analysis Book Value per Share Baht Earnings (Loss) per Share (Basic and Diluted) Dividend per Share Baht
1.16 (0.03) -
0.40 (2.13) -
1.95 (2.34) -
Financial Policy Ratios Debt to Equity Ratio Interest Coverage Ratio Cashflow Coverage Ratio-Cash Basis Dividend Ratio
Growth Ratios Total Assets % 18.29% -6.69% 7.83% Total Liabilities % 14.80% -0.60% 5.48% Revenues from Sales and Services % 18.10% 8.40% 24.90% Total Operating Expenses % 15.19% 8.70% 28.82% Net Profit % NM -5.18% -57.50% Note : 1/ Operating expenses excluded one-off transactions which consisted of the followings; - out-of-period booking for leased circuit and conduit rentals of Baht 286 million in 2002. - one-time compensation for staff of Baht 33 million in 2002. 2/ Depreciation and amortization for FY2003 excluded a write-off of PCT subscriber acquisition cost of Bt 215 million.
TRUETO: Financial Status and Performance
117
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
12.4 Management’s Discussion and Analysis Overview In 2004, True largely completed the groundwork for its transformation into a nationwide integrated communication solutions provider and strengthened all aspects of its business in preparation for a new more competitive era. As well as successfully rebranding in April, highlights during the year included True’s ability to stabilize and strengthen its fixed line and WE PCT businesses and the phenomenal growth of its Internet/Broadband and mobile phone businesses after innovative marketing campaigns. The successful launch of the “All Together Bonus” after the rebranding provided the first proof that Thai customers want the benefits of bundled packages that only an integrated solutions provider like True can provide. In 2004 True’s revenue profile started to change significantly as the newer Internet/Broadband and mobile phone businesses dramatically increased their revenue contribution. In 2003, these new business units contributed 26 percent of company revenue (compared to 17 percent in 2002) and in 2004 this jumped to 37 percent, a trend we expect to continue. The increase was led by True’s Broadband business whose ability to offer free modems and unlimited high speed Internet access at rates as low as Baht 590 a month led to a 13-fold increase in subscribers over the year. With the Broadband business having obtained a critical mass of customers and establishing itself as the market leader, and our Internet business emerging as the number one ISP in Thailand (with more than one million “dial up Internet” users), we expect both businesses to grow just as strongly in 2005. This growth will be driven by the lure of lower high-speed Internet access charges brought about through increased competition, the increased willingness of Thais to pay more for faster services
TRUETO: Financial Status and Performance
118
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
and a steady increase in the Internet penetration rate, currently at 11 percent of the population and below 1 percent for Broadband. TA Orange was the other key growth driver, beating expectations and increasing total subscribers by 85 percent to 3.4 million in 2004. It grew faster than any other mobile operators during the year and, despite being less than three years old, started generating enough EBITDA to cover interest expense. TA Orange is moving towards the target of net income break even point by the end of this year. The completion of negotiations over a long term debt facility for TA Orange during Q3, 2004 and the purchase of Orange SA’s 39 percent shareholding by True means that in 2005 TA Orange can be fully absorbed into the True Group. This has allowed True to become a fully integrated operator, provide the full range of telecommunications solutions in a single customized package and realize benefits from fixedmobile convergence. True’s fixed line business generated small profits from ongoing operations in every quarter of 2004 and is expected to do the same in 2005, barring unforeseen circumstances, although overall revenue is not expected to increase significantly and total subscriber numbers may fall slightly. The biggest financial transaction of the year was the sale of 398 million new True ordinary shares via a private placement in Q4, raising Baht 2.7 billion. The proceeds were used to fund a debt restructuring of one of subsidiaries, which strengthened the Company’s balance sheet by increasing equity by Baht 4.3 billion (including a Baht 1.6 billion accounting gain from debt forgiveness) and reducing debt by Baht 4 billion. Throughout 2004, True maintained strong cash flow growth from non-TA Orange businesses and steadily increased consolidated revenues and EBITDA, while reducing debt. This positive trend is expected to continue in 2005.
TRUETO: Financial Status and Performance
119
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Consolidated Results of Operations The results of operations are discussed on a normalized basis without non-recurring items, which are disclosed in the consolidated profit and loss statement on an adjusted basis. In Q4, 2004, True changed its accounting method for recognizing TA Orange results and balance sheets to full consolidation, from joint venture accounting. This occurred after True increased its shareholding in TA Orange by 39 percent to 82.86 percent at the end of September 2004, after long-term financing for TA Orange was completed. •
•
•
•
•
True posted improved full year 2004 consolidated results, underpinned by strong TA Orange, Broadband and Internet business performances. Consolidated revenue grew 18.1 percent or Baht 5.1 billion to Baht 33.0 billion in 2004. Surging Broadband revenue fully offset a decline in basic fixed line voice revenues and helped non-TA Orange revenues to grow 2.3 percent to 23.5 billion. Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) grew 13.1 percent to Baht 13.2 billion in FY 2004. However, EBITDA margin declined 177 basis points to 39.9 percent due to higher promotion and advertising costs, and a higher contribution from TA Orange, which has a lower margin. Consolidated operating expenses increased 15.2 percent in FY 2004 due mainly to the full consolidation of TA Orange in Q4 and TA Orange growth. However, True’s core opex (cash operating expenses less cost of sales and revenue sharing) as a percentage of revenue continued to improve to 34.3 percent in 2004 (from 35.3 percent in 2003). Net loss from ongoing operations fell to Baht 3.0 billion (from Baht 4.5 billion in 2003) as EBITDA improved in 2004. In addition, interest expense and equity loss from affiliates decreased. True posted a net profit of Baht 605 million in FY 2004 (compared to a Baht 5.7 billion loss in 2003) after a Baht 3.6 billion gain from non-recurring items. This included gains from
TRUETO: Financial Status and Performance
120
True Corporation Public Company Limited
•
Annual Registration Statements (Report Form 56-1)
debt restructuring (Baht 2.7 billion), the settlement of Deferred Payment Notes (Baht 157 million), other income (Baht 454 million) and a foreign exchange gain (Baht 255 million).
Consolidated Results of Operations - Adjusted Basis (Unaudited) (Baht in millions unless otherwise indicated) Revenues Revenues from telephone and other services Revenues from product sales
FY 2004
FY 2003
% Change FY 2004/ FY 2003
30,649 2,362
27,001 949
13.5 148.9
33,010
27,950
18.1
22,094 10,438 6,489 5,167 2,040 7,497
19,989 10,123 5,452 4,414 1,001 6,469
10.5 3.1 19.0 17.1 103.7 15.9
31,631
27,459
15.2
EBITDA Depreciation & amortization
13,164 11,785
11,642 11,151
13.1 5.7
Operating profit Interest income Interest expense Tax
1,379 41 (4,213) (88)
491 38 (4,483) (123)
180.8 9.7 (6.0) (28.7)
Income from continuing operations Share of results in associates
(2,880) (124)
(4,077) (444)
29.4 72.1
Net income (loss) from continuing operations including share of results in subsidiaries
(3,004)
(4,521)
33.6
3,592 255 454 157 2,726
(1,189) (311) (215) (667) 4 -
NM NM (100.0) NM NM (100.0) NM
Net profit (loss) before minority interest (Income) loss attributable to minority interest
588 17
(5,710) 36
NM (53.9)
Net profit (loss) for the period
605
(5,674)
NM
Total revenues Operating expenses Cost of services Depreciation and amortization Revenue sharing Network operating expenses Cost of sales Selling and administrative expenses Total operating expenses
Non recurring items Gain ( loss ) on foreign exchange Write-off of PCT acquisition cost Other (expenses) income Gain from DPN buy-back Gain on sale of investment Gain from debt restructuring
Note : 1/ There were retroactive adjustments for FY2003 results relating to reclassification in accounts. These resulted in slight changes in the following accounts from the previous release ; interest expenses and other income (expenses). 2/ Depreciation and amortization for FY2003 excluded a write-off of PCT subscriber acquisition cost of Baht 215 million.
TRUETO: Financial Status and Performance
121
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
SEGMENT RESULTS Turnover (Baht in millions) Wireline - voice Basic (POTS) Value-added services Digital Data Network (DDN) Wireless PCT Mobile (TA Orange) 1/ Internet Multimedia/Broadband Others Group Unallocated Costs
2004 16,632 13,212 3,419 1,029 11,730 1,799 9,930 888 1,409 1,324 33,010
2003 16,893 13,644 3,249 1,183 7,228 2,087 5,141 471 1,097 1,079 27,950
Segment Results % Change (1.5) (3.2) 5.2 (13.0) 62.3 (13.8) 93.1 88.6 28.4 22.7 18.1
2004
2003
% Change
5,312
5,373
(1.1)
618 (1,374)
689 (2,754)
(10.3) 50.1
376 254 199 5,386 (3,553)
182 102 169 3,761 (3,859)
107.3 148.0 18.0 43.2 (7.9)
Notes : 1/ Including handset sales by other subsidiaries. 2/ Segment results excluding non-recurring items. 3/ Segment results for wireline and DDN businesses represent gross profit but those for wireless, multimedia and internet segments represent operating profit.
Fixed Line • Fixed line business was stable in 2004, maintaining its market share in the Bangkok Metropolitan Area. Revenue declined slightly (1.5 percent) to Bt 16.6 billion in FY 2004, compared to Baht 16.9 billion in 2003. • The number of fixed line subscribers declined by 17,553 to 1.94 million in 2004, a smaller fall than the 58,328 loss in 2003. Business line customers increased as a proportion of subscribers (29 percent at year-end 2004, compared to 27.7 percent at year-end 2003). • A 5.2% increase in Value Added Service revenues (mainly fault reporting, drop wiring, fiber optic and duct rentals) to Baht 3.4 billion in 2004 helped to offset declines in basic fixed line voice revenue (down 3.2 percent to Baht 13.2 billion, compared to Baht 13.6 billion in 2003) and public phone (down 6.7 percent to Baht 2.0 billion, compared to Baht 2.1 billion in 2003). • Average Revenue Per User (ARPU) declined slightly to Baht 538 in 2004, compared to Baht 542 in 2003.
TRUETO: Financial Status and Performance
122
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Wireless WE PCT (Personal Communication Telephone) • The rate of subscriber losses slowed in the second half of 2004 as initiatives to reposition the service as WE PCT, the introduction of a Baht 1 per minute price plan and free on-net calls and a handset promotion began to make a positive impact. Subscribers declined by 13.9 percent to 472,846 in FY 2004 compared to 549,295 in FY 2003. • Revenue declined by 13.8 percent to Baht 1.8 billion in FY 2004, but increased in Q3 and Q4, 2004. TA Orange • TA Orange added 1.6 million new subscribers to reach 3.4 million subscribers at yearend 2004 - an 85 percent increase on year-2003. • TA Orange’s revenue contribution almost doubled to Baht 9.9 billion in FY 2004 as a result of its improved performance and full results consolidation in Q4, 2004. • ARPU fell 9.6 percent to Baht 437 in FY2004 (compared to Baht 484 in FY 2003), but grew steadily during the second half of 2004. • TA Orange mobile market share increased to 12.5 percent at end-2004 compared to 8.2 percent at end-2003. DDN (Digital Data Network) • DDN Revenue declined 13 percent to Baht 1.0 billion in FY 2004, mainly due to TA Orange disconnections as it built its own network. • However, non-TA Orange circuit revenue enjoyed steady growth, increasing 19.6 percent to Baht 806 million in FY 2004, driven by a 20.2 percent increase in non-TA Orange circuits to 7,845.
TRUETO: Financial Status and Performance
123
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Internet • Asia Infonet Co., Ltd., one of True’s subsidiaries established itself as Thailand’s leading ISP with more than 1 million users at year-end 2004 (up 88.6 percent on year-end 2003). It also had the highest number of post-paid customers among ISPs in Thailand at around 525,000. • Internet revenue increased 88.6 percent to Baht 888 million in FY 2004 (compared to Baht 471 million in FY 2003), aided by strong consumer Broadband revenue growth. Multimedia/Broadband • Multimedia revenue increased 28.4 percent to Baht 1.4 billion, mainly due to increased Broadband revenue. • Consumer Broadband revenue jumped 207 percent to Baht 725 million in FY 2004 (Baht 471 million of this was recognized in the Multimedia segment as ADSL network revenue. The remainder was recognized under the Internet segment). • Consumer Broadband subscribers surged 13-fold to 164,775 by year-end 2004, giving True an 85 percent market share. • In 2005, True will expand Consumer Broadband capacity by up to 500,000 ports to meet demand. Consolidated Balance sheets and Cash Flows FY 2004
FY 2003
(Baht in millions unless otherwise indicated) Balance Sheets Current assets Property, plant and equipment, net Total assets Current liabilities Borrowing Total liabilities Shareholder's equity Cash Flows Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Ending cash balance
TRUETO: Financial Status and Performance
19,448 75,674 102,625 16,314 79,971 97,888 4,738 7,381 (907) (4,821) 4,469
% Change FY 2004/ FY 2003
17,169 63,019 86,760 27,407 49,423 85,265 1,495
13.3 20.1 18.3 (40.5) 61.8 14.8 216.9
7,076 (10,963) 3,568 2,816
4.3 (91.7) NM 58.7
124
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
FINANCIAL POSITION True consolidated assets amounted to Baht 102.6 billion as at the end of December 2004, an increase of 18.3 percent (Baht 15.9 billion) on end-2003 due mainly to full consolidation of TA Orange property, plant and equipment assets. True’s consolidated liabilities also increased Baht 12.6 billion to Baht 97.9 billion at end-2004 from the full consolidation of TA Orange. Total liabilities of non-TA Orange businesses decreased 12.6 percent to Baht 59.8 billion as True reduced debt by Baht 9.3 billion. Consolidated borrowings, including current portion, increased Baht 15.8 billion to Baht 84.4 billion (including TA Orange’s debts of Baht 31.4 billion, net of debt issuance cost) in the 12 months to end-2004. The proportion of short term borrowing decreased significantly as TA Orange completed its long term financing in September 2004. Short-term debt was converted into debt with a 7-year maturity and a two-year grace period for principal repayment. The first scheduled repayment is due in September 2006. Long term trade accounts payable decreased from Baht 8.2 billion at the end of 2003 to Baht 1.4 billion at end-2004 due to the completion of debt restructuring of a subsidiary. True paid Baht 4.1 billion in cash to a subsidiary’s creditor and received a Baht 2.7 billion debt forgiveness. Shareholders’ equity increased from Baht 1.5 billion at end-2003 to Baht 4.7 billion at end 2004. This was due to the Q4 Baht 2.7 billion capital increase and the Baht 605 million full year net profit. Liquidity True’s consolidated net cash flow from operations increased Baht 306 million or 4.3 percent to Baht 7.4 billion in the 12 months to end-2004. Free cash flows (cash flow from operations less capex) increased to Baht 3.4 billion from a negative Baht 3.3 billion in 2003. Excluding TA Orange, True’s free cash flows increased 20.7 percent to Baht 6.2 billion, enabling True to inject Baht 5 billion funding for TA Orange network expansion. An additional Baht 1 billion will be invested in TA Orange in March 2005.
TRUETO: Financial Status and Performance
125
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Conclusion True strengthened its financial position in 2004. Our core fixed line business continued to generate strong cash flows, providing a solid platform for debt reduction and further investment into high growth business areas. Our liquidity improved consistently throughout the year and our net debt to EBITDA ratio (excluding TA Orange) fell to 4.3 times at the end of 2004 (compared with 4.7 times at end-2003). Our EBITDA interest coverage ratio increased to 3.6 times (from 3.1 times). If TA Orange is included our net debt to EBITDA ratio remained stable at around 6 times at the end of 2004, while our EBITDA interest coverage ratio increased to 3.1 times. 12.5 Audit fees 1. Audit fees The Company and subsidiaries paid for audit fees of Baht 13,431,000 for the year 2004 to appointed auditing firm. 2.
Other non-audit fees The Company paid of other non-audit fees, i.e. engagement to perform agree-upon procedures and IT internal audit consulting services to appointed auditing firm. The fee amount of Baht 2,208,000 was paid during the year and the remaining amount of Bath 366,800 was carried forward to the following year upon the completion of work.
TRUETO: Financial Status and Performance
126
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
13. OTHER RELATED INFORMATION
- None -
TRUETP: Other Related Information
127
Annual Registration Statements (Report Form 56-1)
True Corporation Public Company Limited
Appendix 1
DIRECTORS’ INFORMATION (AS OF 31st DECEMBER 2004) Name
Mr. Narong Srisa-an
Mr. Vitthya Vejjajiva
Position
Age (year)
Independent Director
77
Independent Director and Chairman of the Audit Committee
68
TRUE Share Ownership (31/12/04) 10,000 shares
-
Family Relationship -
-
Education
Experience
Honorary Master Degree of Economics, Thammasat University
1998-Present
Master Degree of Laws Harvard University, U.S.A.
1998-Present
Master Degree of Arts University of Cambridge, London Bachelor of Laws University of Cambridge, London English Barrister Gray’s Inn Association
Present
1991-1992 1988 1984 1981 1979
Independent Director True Corporation Public Company Limited Chairman Advanced Agro Public Company Limited Chairman Prida Pramote Company Limited Chairman Thanakorn Vegetable Oil Products Company Limited Chairman Surabangyikhan Company Limited Chairman of Executive Board Thai Beverage Can Limited Chairman Eastern Seaboard Industrial Estate (Rayong) Company Limited Chairman Thai Alcohol Public Company Limited Chairman of Executive Board Siam Food Products Public Company Limited Chairman of Executive Board Beer Thai (1991) Public Company Limited Vice Chairman Berli Jucker Public Company Limited Vice Chairman General Tobacco Company Limited Vice Chairman Thai Beverages Public Company Limited Executive Director Com-link Company Limited Independent Director and Chairman of the Audit Committee, True Corporation Public Company Limited Chairman K Line (Thailand) Company Limited and its subsidiaries Permanent Secretary of the Ministry of Foreign Affairs Ambassador Extraordinary and Plenipotentiary of the United States of America Ambassador Extraordinary and Plenipotentiary of Belgium and the European Community Ambassador Extraordinary and Plenipotentiary of Canada Director General of Department of Economic Affairs
128
True Corporation Public Company Limited
Name
Dr. Kosol Petchsuwan
Position
Age (year)
Independent Director and Member of the Audit Committee
66
Annual Registration Statements (Report Form 56-1)
TRUE Share Ownership (31/12/04) -
Family Relationship
Education
-
Doctorate of Engineering, University of London, England Bachelor of Engineering, University of London, England
Appendix 1
Experience
1999-Present 1999-Present 2000-2001 1997-2001 1998-2000
Mr. Joti Bhokavanij
Mr. Dhanin Chearavanont
Independent Director and Member of the Audit Committee
Chairman
62
-
-
Fellow of The Association of Chartered Certified Accountants, England Programme for Management Development, Harvard Business School(U.S.A.)
65
-
Mr. Supachai and Mr. Soopakij’s father
Marketing Management Programme, Stanford University, Graduate School of Business (U.S.A.) Commercial School Hong Kong Shantou Secondary School The People’s Republic of China
1999-Present 2000-2001 1994-1997 1992-1994 1989-Present
Independent Director and member of the Audit Committee True Corporation Public Company Limited President The Telecommunications Association of Thailand Chairman The Aeronautical Radio of Thailand Limited Director The Press Council of Thailand Independent Director and Member of the Audit Committee PTT Exploration and Production Public Company Limited Independent Director and member of the Audit Committee True Corporation Public Company Limited Executive Chairman TISCO Finance Public Company Limited President & CEO Thai Wah Group of Companies Managing Director and Consul-General of Denmark for Bangkok The East Asiatic Company (Thailand) Limited Chairman True Corporation Public Company Limited Chairman and Chief Executive Officer Charoen Pokphand Group Company Limited and Chia Tai Group Company Limited Chairman Charoen Pokphand Foods Public Company Limited
129
True Corporation Public Company Limited
Name
Mr. Sumet Jiaravanon
Annual Registration Statements (Report Form 56-1)
Position
Age (year)
TRUE Share Ownership (31/12/04)
Vice Chairman
70
150,000 shares
Family Relationship
Appendix 1
Education
Secondary School Sarasitphitayalai, Ratchaburi
Experience
1993-Present
Vice Chairman True Corporation Public Company Limited Executive Chairman Charoen Pokphand Group Company Limited
Dr. Ajva Taulananda
Vice Chairman
67
-
-
Honorary Doctorate of Engineering Ramkhamhaeng University
1992-Present
Vice Chairman True Corporation Public Company Limited
Honorary Doctorate of Engineering Chulalongkorn University
Vice Chairman
Doctorate of Industrial Engineering and System, Illinois Institute of Technology,U.S.A.
Chairman
Master Degree of Industrial Engineering, Iowa State of University, U.S.A. Bachelor of Industrial Engineering, Chulalongkorn University
Charoen Pokphand Group Company Limited The Thai Chamber of Commerce and Board of Trade of Thailand 1993-1999
Director and President True Corporation Public Company Limited
1991-1992
Deputy Minister, Ministry of Agriculture and Cooperatives
1992-Present
Vice Chairman
Special Certificate: Public – Private joint defence curricum, Class 1 The National Defence College of Thailand Mr. Chaleo Souvannakitti
Vice Chairman
76
3,500,000 shares
-
Master Degree of Business Administration Indiana University, U.S.A. Bachelor of Accounting The faculty of Commerce and Accountancy, Chulalongkorn University
True Corporation Public Company Limited Director Telecom Holding Company Limited
130
True Corporation Public Company Limited
Name
Position
Age (year)
Mr. Athueck Asvanund*
Vice Chairman and Group General Counsel
Mr. Supachai Chearavanont*
Mr. Soopakij Chearavanont*
*Authorized Signatory
Annual Registration Statements (Report Form 56-1)
Family Relationship
53
TRUE Share Ownership (31/12/04) -
-
Master Degree of Laws specialized in International Legal Studies New York University, U.S.A. Bachelor of Laws (Honours) Thammasat University
Director, President and Chief Executive Officer
37
1,240,000 shares
-
Bachelor of Business Administration in Financial Management Boston University, U.S.A.
Director
40
-
-
Bachelor of Business Administration New York University, U.S.A.
Appendix 1
Education
Experience
1997-Present
Vice Chairman and Group General Counsel True Corporation Public Company Limited Director Telecom Holding Company Limited Director True Multimedia Company Limited Group General Counsel Charoen Pokphand Group Company Limited Director CP Seven Eleven Corporation Public Company Limited Director United Broadcasting Corporation Public Company Limited 2002 – Present Director TA Orange Company Limited Director Present Aqua-Agri Foods International, Inc Baker & McKenzie 1978-1997 1999-Present Director, President and Chief Executive Officer True Corporation Public Company Limited 1992- 1999 Director and Senior Executive Vice President True Corporation Public Company Limited 1992-Present Director True Corporation Public Company Limited 2000-Present Executive Chairman Telecom Holding Company Limited 1998-Present Chairman United Broadcasting Corporation Public Company Limited 1991-Present Chairman Lucent Network Technology (Thailand) Company Limited
131
True Corporation Public Company Limited
Name
Position
Age (year)
Mr. Chatchaval Jiaravanon*
Director and Managing Director Group Investment
42
Annual Registration Statements (Report Form 56-1)
TRUE Share Ownership (31/12/04) -
Family Relationship -
Appendix 1
Education
Bachelor of Science Business Administration University of Southern California, U.S.A.
Experience
1993-Present 2001-Present 2000-Present
1998-Present 1997-Present
1992-Present 1990-Present Mr. Vichaow Rakphongphairoj*
Director Managing Director and Chief Operating Officer
47
-
-
Master Degree of Business Administration Pepperdine University, U.S.A. Master Degree of Electrical Engineering University of Wisconsin, U.S.A. Bachelor of Electrical Engineering Arizona State University, U.S.A.
2000-Present 1998-2000 1997-1998 1996-1997 1995-1996
Director and Managing Director-Group Investment True Corporation Public Company Limited Director and member of Audit Committee Ticon Industrial Connection Public Company Limited President and C.E.O. Telecom Holding Company Limited Independent Director Cal-Comp Electronics (Thailand) Public Company Limited Executive Chairman Cambodia Mobile Telephone Company Limited C.E.O., True Multimedia Company Limited True Internet Company Limited Asia Infonet Company Limited Director Thai Kodama Company Limited Director Metro Machinery Public Company Limited Director, Managing Director and Chief Operating Officer True Corporation Public Company Limited E.V.P., Business & Enterprise True Corporation Public Company Limited E.V.P., Central Operation & Information Technology True Corporation Public Company Limited Region Director, Bangkok-Southeast Region True Corporation Public Company Limited Region Director, Bangkok-West Region True Corporation Public Company Limited
* Authorized Signatory
132
True Corporation Public Company Limited
Name
Position
Age (year)
Mr. Umroong Sanphasitvong
Director
51
Annual Registration Statements (Report Form 56-1)
TRUE Share Ownership (31/12/04) 384,000 shares
Family Relationship
Education
-
Master Degree of Accounting, Thammasat University Bachelor of Accounting, Thammasat University
Mr. Heinrich Heims
Director
53
-
-
Abitur at Schiller Gymnasium, Hameln Studies at the Freie University Berlin Educational Sciences. Studies at the Freie University Berlin, with State Examination.(Graduate in Economics)
Mr. Klaus Tuengeler
Director
63
-
-
Appendix 1
Experience
2001-Present Present
2000-Present 2004-Present 1998-Present 1978-1998
Abitur (leaving examination) Liebig Gymnasium,Frankfurt/M
2000-Present
Commercial apprenticeship at Metallgesellschaft AG
Present
Graduated as Technischer Diplombetriebswirt from Karlsruhe University Degree:dipl. rer. pol.(techn) Mr. Claus Stadler
Director
47
-
-
Law School of the University of Bielefeld, Germany
2000-Present Present
Director True Corporation Public Company Limited Deputy Group CFO Charoen Pokphand Group Company Limited Director C.P. Seven Eleven Public Company Limited Director Vinythai Public Company Limited Director Ayudhya Allianz C.P. Public Company Limited Director CPPC Public Company Limited Director True Corporation Public Company Limited COO and Member of the Board of Managing Directors of KfW IPEX-Bank Senior Vice President - Export and Project Finance KfW Export Finance KfW Director True Corporation Public Company Limited First Vice President-Export and Project Finance Telecommunications, Natural Resources KfW
Director True Corporation Public Company Limited Deputy General Counsel, Head of the Legal Department (Frankfurt) KfW
133
True Corporation Public Company Limited
Name Mr. Andreas Klocke
Mr. Harald Link
Position
Age (year)
Director
48
Director
49
Annual Registration Statements (Report Form 56-1)
TRUE Share Ownership (31/12/04) 3,500 shares
50,000 shares
Appendix 1
Family Relationship
Education
-
M.A. International Relations, University of KANSAS, U.S.A.
2000-Present
DIPLOMA VOLKSWIRT University of Hamburg, Germany
Present
MBA, St. Gallen University, Switzerland
2000-Present
-
Experience
1987-Present
1981-1986 1979-1980 Dr. Lee G. Lam
Director
45
-
-
Doctorate of Philosophy from the University of 2003-Present Hong Kong Master Degree of Systems Science and MBA from the University of Ottawa, Canada 2001-2003 Bachelor of Sciences and Mathematics from the University of Ottawa, Canada
1999-2001
1998-1999 Post-graduate Diploma of Public Administration from Carlton University, Canada 1996-1998 1993-1995 1989-1993 1981-1989
EXECUTIVE OFFICERS’ INFORMATION (AS OF 31st DECEMBER 2004)
Director True Corporation Public Company Limited Head of KfW’s South-East Asia Regional office in Bangkok in Charge of KfW Affairs in Thailand and South- East Asia Region Director True Corporation Public Company Limited Managing Partner B. Grimm & Co. R.O.P. Chairman B. Grimm Group of Companies Director, Executive Committee B. Grimm & Co. R.O.P. Assistant to Managing Partner B. Grimm & Co. R.O.P. Director True Corporation Public Company Limited Vice Chairman / President & CEO Chia Tai Enterprises International Limited Managing Director BOC International Holdings Limited (“BOCI”) Executive Director Singapore Technologies Telemedia Partner-in-charge Heidrick & Struggles President & CEO Millicom International Cellular Asia Pacific Operations Managing Partner A.T. Kearney, Inc. General Manager Cable & Wireless/Hongkong Telecom Senior Executive Bell Canada
134
True Corporation Public Company Limited
Name
Position
Age (year)
Mr. Supachai Chearavanont
Director, President and Chief Executive Officer
37
Director Managing Director and Chief Operating Officer
47
Mr. Vichaow Rakphongphairoj
Annual Registration Statements (Report Form 56-1)
TRUE Share Family Relationship Ownership (31/12/04) 1,240,000 shares -
-
-
Education
Director and Managing Director Group Investment
1999-Present
Master Degree of Business Administration Pepperdine University, U.S.A.
2000-Present
Master Degree of Electrical Engineering University of Wisconsin, U.S.A.
42
-
-
Experience
Bachelor of Business Administration in Financial Management Boston University U.S.A.
Bachelor of Electrical Engineering Arizona State University, U.S.A. Mr. Chatchaval Jiaravanon
Appendix 1
Bachelor of Science Business Administration University of Southern California, U.S.A.
1992- 1999
1998-2000 1997-1998 1996-1997 1995-1996 1993-Present 2001-Present 2000-Present
1998-Present 1997-Present
1992-Present 1990-Present
Director, President and Chief Executive Officer True Corporation Public Company Limited Director and Senior Executive Vice President True Corporation Public Company Limited Director, Managing Director and Chief Operating Officer True Corporation Public Company Limited E.V.P., Business & Enterprise True Corporation Public Company Limited E.V.P., Central Operation & Information Technology True Corporation Public Company Limited Region Director, Bangkok-Southeast Region True Corporation Public Company Limited Region Director, Bangkok-West Region True Corporation Public Company Limited Director and Managing Director-Group Investment True Corporation Public Company Limited Director and member of Audit Committee Ticon Industrial Connection Public Company Limited President and C.E.O. Telecom Holding Company Limited Independent Director Cal-Comp Electronics (Thailand) Public Company Limited Executive Chairman Cambodia Mobile Telephone Company Limited C.E.O., True Multimedia Company Limited True Internet Company Limited Asia Infonet Company Limited Director Thai Kodama Company Limited Director Metro Machinery Public Company Limited
135
True Corporation Public Company Limited
Name
Position
Age (year)
Mr. Athueck Asvanund
Vice Chairman and Group General Counsel
Mr. William E. Harris
Mr. Adhiruth Thothaveesansuk
Annual Registration Statements (Report Form 56-1)
Family Relationship
53
TRUE Share Ownership (31/12/04) -
Chief Financial Officer
43
100,000 shares
-
Managing Director Office / SME Solution & Wireless Access
42
-
-
-
Appendix 1
Education
Experience
Vice Chairman and Group General Counsel True Corporation Public Company Limited Director Telecom Holding Company Limited Director Bachelor of Laws (Honours), True Multimedia Company Limited Thammasat University Group General Counsel Charoen Pokphand Group Company Limited Director CP Seven Eleven Corporation Public Company Limited Director United Broadcasting Corporation Public Company Limited 2002 – Present Director TA Orange Company Limited Director Present Aqua-Agri Foods International, Inc Baker & McKenzie 1978-1997 Master Degree of Business Administration, 2001-Present Chief Financial Officer Major in Finance and Marketing, Wharton School True Corporation Public Company Limited of the University of Pennsylvania 1998-2000 Executive Vice President - Corporate Finance True Corporation Public Company Limited Bachelor of Science in Economics, Wharton 1993-1998 Director School of the University of Pennsylvania Credit Policy, Verizon Communications, Philadelphia Master Degree of Finance & Marketing, 2003-Present Managing Director, Office / SME Solution & Wireless Access Indiana University of Pennsylvania, U.S.A. True Corporation Public Company Limited Acting President Bachelor of Industrial Management, Asia Wireless Communication Company Limited Thammasat University 2002 Chief Commercial Officer TA Orange Company Limited 2001 Executive Vice President True Corporation Public Company Limited 1998-2002 General Manager Wire & Wireless Company Limited 1998-2001 President Asia Wireless Communication Company Limited Master Degree of Laws specialized in International Legal Studies New York University, U.S.A.
1997-Present
136
True Corporation Public Company Limited
Name
Position
Mr. Songtham Phianpattanawit Managing Director Corporate Solution, Wholesales & Data
Age (year) 47
Annual Registration Statements (Report Form 56-1)
TRUE Share Ownership (31/12/04) 100,000
Family Relationship
-
Appendix 1
Education
Bachelor of Science (Computer Science) University of South Alabama, U.S.A.
Experience
Present
2001-2003
2001-2002 2000
1998 1997 Mr. Thiti Nantapatsiri
Managing Director Home / Consumer Solution & Highspeed Access
51
-
-
Bachelor Degree of Engineering (Electrical) King Mongkut’s Institute of Technology, Ladkrabang Campus
Present 1999-2003 2001-2002 1992-2000 1997-1999
Managing Director - Corporate Solution ,Wholesales & Data True Corporation Public Company Limited Executive Director – Corporate Solution TA Orange Company Limited Acting President True Multimedia Company Limited Acting President Wire & Wireless Company Limited President True Internet Data Center Company Limited Country General Manager / MD IBM Thailand Company Limited Chairman IBM Solution Delivery Company Limited Director IBM Storage Product Thailand Company Limited Director, Sales & Marketing IBM Thailand Company Limited Country Manager, System Sales IBM Thailand Company Limited Country Manager Finance & Administration and CFO IBM Thailand Company Limited Service Business Executive IBM Thailand Company Limited Managing Director - Home / Consumer Solution & Highspeed Access True Corporation Public Company Limited Executive Vice President Loxley Public Company Limited President & CEO Hutchison CAT Wireless Multimedia Company Limited President & CEO Hutchison Telecommunications (Thailand) Company Limited First Senior Vice President Loxley Public Company Limited
137
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Appendix 1
Information of Directors and Executive Officers (As of December 31,2004)
2.
Mr. Sumet
Jiaravanon
X
/
3.
Mr. Joti
Bhokavanij*
/
4.
Mr. Chaleo
Souvannakitti
X
/
/
5.
Dr. Ajva
Taulanda
X
X
/
/
6.
Dr. Kosol
Petchsuwan *
/
7.
Mr. Chatchaval
Jiaravanon
/
/
/
/
8.
Mr. Soopakij
Chearavanont
/
/
/
/
9.
Mr. Supachai
Chearavanont
/
/
10. Mr. Narong
Srisa-an *
/
X
11. Mr. Vitthya
Vejjajiva *
/
12. Mr. Athueck
Asvanund
X
13. Mr. Heinrich
Heims
/
14. Mr. Klaus
Tuengeler
/
15. Mr. Claus
Stadler
/
16. Mr. Andreas
Klocke
/
17. Mr. Harald
Link
/
18. Mr. Vichaow
Rakphongphairoj
/
19. Mr. Umroong
Sanphasitvong
/
20. Mr. Lee
G. Lam
/
Remark :
* = External Director
XX = Chairman
ARM
NEC
/
TSC
/
NTU
/
UBC
Nilubon (BVI) K.I.N. (BVI)
True digital
True-IDC
True Multimedia
AWC
AI
Asia DBS
True Internet
U-NET
W&W
TEMCO
TT&D
K.I.N.
/
Song Dao
/
NC True
XX
Ta Orange Retail
Chearavanont
TAO
Mr. Dhanin
BITCO
1.
TI
TE True Fleet Manageme nt Yaikaew
True
True Properties
Name
TH
Subsidiaries/Associated Companies
/
/
/
/
/
/
/ /
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/ /
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
/
XX
/
/
/
/
XX
/
/
/
/
/
/
/
/
/
/
/ /
/
/
/
/
/
/
/
/
/
/
XX
/
/
/
/
/
/
/
/
/
/
/ /
X = Vice Chairman / = Director
138
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Appendix 1
Remark : Abbreviation
Full Name
True
True Corporation PLC. (Formerly named TelecomAsia Corporation PLC.)
TH
Telecom Holding Co., Ltd.
True Properties TE True Fleet Management Yaikaew TI
True Properties Co., Ltd. (Formerly named Nilubon Co., Ltd.) Tele Engineering and Services Co., Ltd. True Fleet Management Co., Ltd. (Formerly named W7 Rental Services Co., Ltd.) Yai Kaew Co., Ltd. Telecom International Co., Ltd.
Abbreviation AWC True Multimedia True-IDC
Full Name Asia Wireless Communication Co., Ltd. (Formerly named Multimedia Network Co., Ltd.) True Multimedia Co., Ltd. (Formerly named Asia Multimedia Co., Ltd.) True Internet Data Center Co., Ltd. (Formerly named TA Internet Data Center Co., Ltd.)
True digital
True Digital Entertainment Co., Ltd.
Nilubon (BVI)
Nilubon Co.,Ltd. (Registerred at BVI)
K.I.N. (BVI) BITCO
K.I.N. (Thailand) Co.,Ltd. (Registerred at BVI) Bangkok Inter Teletech Co., Ltd.
K.I.N.
K.I.N. (Thailand) Co., Ltd.
TAO
TA Orange Co., Ltd.
TT&D
Telecom Training and Development Co., Ltd.
UBC
United Broadcasting Corporation PLC.
TEMCO
Telecom Equipment Manufacturing Co., Ltd.
NTU
N.T.U. (Thailand) Limited
W&W
Wire & Wireless Co., Ltd.
TSC
Thai Smart Card Co., Ltd.
U-NET
U-Net Co., Ltd.
NEC
NEC Corporation (Thailand) Co., Ltd. (Formerly named NEC Communication Systems Co., Ltd.)
True Internet Co.,Ltd. (Formerly named Asianet Corporation Limited Co., Ltd.)
ARM
Asia Remanufacturing Industries Co., Ltd.
True Internet Asia DBS Ta Orange Retail
Asia DBS PLC. Ta Orange Retail Co.,Ltd
AI
Asia Infonet Co., Ltd.
Song Dao
Song Dao Co., Ltd.
139
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Appendix 2
Information of Directors of Subsidiaries (As of December 31,2004)
Tieanworn
2.
Mr. Sunthorn
Arunanondchai
3.
Gen. Suchinda
Kraprayoon
4.
Mr. Montree
Navikapol
5.
Mr. Chaturong
Chatupparisoot
6.
Mr. Khachorn
Chiarawanont
7.
Mr. Anat
Mekpaiboonvatana
8.
Mr. Somchai
Putthipornset
9.
Mr. Phattarapong
Phansiri
10.
Mr. Surapol
Methidol
11.
Mr. Rolf Herman
Laus
12.
Maj.Gen.M.R.Suphawat
Khasemsri
13.
Mr. William E.
Harris
14.
Mr. Noppadol
Dejudom
15.
Mr. Thanachai
Wongthongsri
16.
Mr. Thavorn
Nakbutr
17.
Mr. Pakkaporn
Sathiconpakiranakorn
18.
Mr. Manit
Saikraw
19.
Mr. Adhiruth
Thothaveesansuk
20.
Mr. Samran
Pongprayoon
/ / / / /
/
/
/
/
/
/
NC True Ta Orange Retail Song Dao
ARM
/
NEC
/
TSC
/
NTU
/
UBC
K.I.N. <BVI>
Nilubon <BVI>
T-Pay
True digital
AWC True Multimedia True-IDC
AI
Asia DBS
True Internet
U-NET
W&W
TEMCO
K.I.N. TT&D
TI
/ /
TAO
Mr. Min
BITCO
1.
Yaikaew
TH True Properties TE
Name
True Fleet Management
Subsidiaries
/
/
/
/
/ / / / /
/
/ /
/ / / /
/
/ /
/ /
/
/ / /
/ / /
/ /
140
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Appendix 2
Information of Directors of Subsidiaries (As of December 31,2004)
Wuttisarn
22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41.
Mr. Visit Mr. Songtham Mr. Kul Pyo Mr. Jin Sok Mr. Chitchai Mr. Ong-ard Mr. Kashem Mr. Taj Mr. Ngampol Mr. Vallobh Mr. Hans Roger Mr. Bunsong Mr. Antonie Andries Mr. John James Mr. Visit Mrs. Aranrat Mrs. Phenthippha Mr. Sahai Ms. Elizabeth Mr. Subin
Rakvisitwong Phianpattanawit Hong Kim Nantapat Prapakamol Kornseri Singusaha Wichagonrakul vimolvanich Snook Lujananont Roux Volkwyn Tantisunthorn Youkong Dulyachinda Supsunthornkul Wang Pinkayan
NC True Ta Orange Retail Song Dao
ARM
NEC
TSC
/ / /
NTU
/ /
UBC
K.I.N. <BVI>
Nilubon <BVI>
T-Pay
True digital
True-IDC
True Multimedia
AWC
AI
Asia DBS
True Internet
U-NET
TEMCO
TT&D
K.I.N.
Yaikaew TI
True Fleet Management
W&W /
TAO
Mrs. Thippawan
BITCO
21.
TE
TH
Name
True Properties
Subsidiaries
/ / / / / / / / / /
/ / / / / / / /
141
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Appendix 2
Information of Directors of Subsidiaries (As of December 31,2004)
42.
Mr. Songrit
Kusumarasananant
43.
Mrs. Doris Gold
Wibulsin
44.
Mr. Damrong
Kasemset
45.
Mr. Thavee
Lerdpanyawit
46.
Mr. Veerasak
Hunmekhawit
47.
Mr. Kosak
Chairasamisak
48.
Mr. Pisit
Pakkasem
49.
Mrs. Preeprem
Seriwong
50.
Mr. Surat
Palalikit
51.
Mr. Suttisak
Rujisumphan
52.
Mr. Prakorn
Martrakul
53.
Mrs. Urairat
Bun-akad
54.
Mr. Ri-eki
Tanaka
55.
Mr. Kuji
Hidenori
56.
Mr. Jin
Ikarachi
57.
Mr. Akihisa
Arika
58.
Mr. Takeo
Chimada
59.
Mr. Kiyofumi
Kusaka
60.
Mr.Jean Miches
Thibaud
61.
Mr.Eben
Greyling
62.
Mr.Boonsee
Busabatorn
NC True Ta Orange Retail Song Dao
ARM
NEC
TSC
NTU
UBC
TAO
BITCO
K.I.N. <BVI>
Nilubon <BVI>
T-Pay
True digital
AI AWC True Multimedia True-IDC
Asia DBS
True Internet
U-NET
TEMCO W&W
TT&D
K.I.N.
TI
Yaikaew
True Fleet Management
TE
TH
Name
True Properties
Subsidiaries
/ / / / / / / / / / / / / / / / / / /
/ / /
142
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Appendix 2
Information of Directors of Subsidiaries (As of December 31,2004)
63.
Ms.Ratee
Keeratibumroongpong
64.
Mr.Thanakorn
Keeratibumroongpong
65.
Mr.Taek Jin
Kim
66.
Mr.Heung Joon Kim
67.
Ms.Su Jin
Kim
Song Dao
Ta Orange Retail
NC True
ARM
NEC
TSC
NTU
UBC
TAO
BITCO
K.I.N. <BVI>
Nilubon <BVI>
T-Pay
True digital
True-IDC
True Multimedia
AWC
AI
Asia DBS
True Internet
U-NET
W&W
TEMCO
K.I.N. TT&D
TI
Yaikaew
True Fleet Management
TE
True Properties
Name
TH
Subsidiaries
/ / / / /
143
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
Appendix 2
Remark : Abbreviation
Full Name
True
True Corporation PLC. (Formerly named TelecomAsia Corporation PLC.)
TH
Telecom Holding Co., Ltd.
True Properties TE True Fleet Management Yaikaew TI K.I.N. TT&D TEMCO W&W U-NET True Internet Asia DBS AI Ta Orange Retail
True Properties Co., Ltd. (Formerly named Nilubon Co., Ltd.) Tele Engineering and Services Co., Ltd. True Fleet Management Co., Ltd. (Formerly named W7 Rental Services Co., Ltd) Yai Kaew Co., Ltd. Telecom International Co., Ltd. K.I.N. (Thailand) Co.,Ltd. Telecom Training and Development Co., Ltd. Telecom Equipment Manufacturing Co., Ltd. Wire & Wireless Co., Ltd. U-Net Co., Ltd. True Internet Co., Ltd (Formerly named Asianet Corporation Co., Ltd.) Asia DBS PLC. Asia Infonet Co.,Ltd. Ta Orange Retail Co.,Ltd.
Abbreviation AWC True Multimedia True-IDC True digital T-Pay Nilubon <BVI> K.I.N. <BVI> BITCO TAO UBC NTU TSC NEC ARM Song Dao
Full Name Asia Wireless Communication Co., Ltd. (Formerly named Multimedia Network Co., Ltd.) True Multimedia Co., Ltd. (Formerly named Asia Multimedia Co., Ltd.) True Internet Data Center Co.,Ltd. (Formerly named TA Internet Data Center Co., Ltd.) True Digital Entertainment Co., Ltd. T Pay Co., Ltd. Nilubon Co., Ltd. (Registerred at BVI) K.I.N. (Thailand) Co., Ltd. (Registerred at BVI) Bangkok Inter Teletech Co., Ltd. TA Orange Co., Ltd. United Broadcasting Corporation PLC. N.T.U. (Thailand) Limited Thai Smart Card Co., Ltd. NEC Corporation (Thailand) Co., Ltd. (Formerly named NEC Communication Systems Co., Ltd.) Asia Remanufacturing Industries Co., Ltd. Song Dao Co.,Ltd.
144
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) PART III ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 1.
Acknowledgement of the correctness of the information by the Executive Directors and Chief Financial Officer
I have reviewed the information in this Annual Registration Statements with due care in a capacity as an Executive Director or Chief Accounting Officer of the Company and hereby certify that said information is accurate or complete, not untrue, misleading or missing such material information that otherwise should inform. In addition, I hereby certify that (1) (2)
(3)
The financial statements and financial information as summarized in the Annual Registration Statements are complete and accurate and represent material information regarding financial position, operating results and cash flow of the Company and its subsidiary; I am responsible for arranging for the Company to have a good information disclosure system to ensure that the Company has disclosed material information of both the Company and its subsidiary in a complete and accurate manner and for ensuring compliance with the said system; I am responsible for arranging for the Company to have a good internal controls system and for ensuring compliance with the said system, and I have already informed the auditor and the Audit Committee of the Company the information with respect to an evaluation of an internal controls system as of 17th February 2004 which covers such defect and major changes of the internal controls system, including wrongful acts that may affect the preparation of financial reports of the Company and its subsidiary.
To witness that all documents that I have certified are those same set of documents, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not certified the information contained in such document.
Correct Certification of Disclosed Information
145
True Corporation Public Company Limited
Name
Title
1. Mr. Supachai Chearavanont 2. Mr. Vichaow
Annual Registration Statements (Report Form 56-1)
Director, President and Chief Executive Officer
Signature ………………………
Rakphongphairoj Director, Managing Director ……………………… and Chief Operating Officer
3. Mr. Chatchaval Jiaravanon
Director and Managing Director ……………………… Group Investment
4. Mr. Athueck
Vice Chairman, ……………………… Group General Counsel and Acting Company Secretary
Asvanund
Chief Financial Officer
………………………
Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary ………………………
5. Mr.William E. Harris Authorized Person
Correct Certification of Disclosed Information
146
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name
Title
Signature
Independent Director
………………………
Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary ………………………
Mr. Narong Srisa-an Authorized Person
Correct Certification of Disclosed Information
147
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name Mr. Vitthya
Title Vejjajiva
Signature
Independent Director and ………………...………… Chairman of the Audit Committee
Authorized Person Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary ………………………
Correct Certification of Disclosed Information
148
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name Dr. Kosol
Title Petchsuwan
Signature
Independent Director and ……………………… Member of the Audit Committee
Authorized Person Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary ………………………
Correct Certification of Disclosed Information
149
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name Mr. Joti Bhokavanij
Title
Signature
Independent Director and ………………………… Member of the Audit Committee
Authorized Person Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary
………………………
Correct Certification of Disclosed Information
150
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name
Title
Signature
Chairman
………………………
Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary
………………………
Mr. Dhanin
Chearavanont
Authorized Person
Correct Certification of Disclosed Information
151
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name
Title
Signature
Vice Chairman
………………………
Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary ………………………
Mr. Sumet Jiaravanon Authorized Person
Correct Certification of Disclosed Information
152
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name Dr. Ajva Taulananda
Title Vice Chairman
Signature ………………………
Authorized Person Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary
………………………
Correct Certification of Disclosed Information
153
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name
Title
Signature
Vice Chairman
………………………
Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary
………………………
Mr. Chaleo
Souvannakitti
Authorized Person
Correct Certification of Disclosed Information
154
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name
Title
Signature
Director
………………………
Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary ………………………
Mr. Soopakij Chearavanont Authorized Person
Correct Certification of Disclosed Information
155
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name
Title
Signature
Director
………………………
Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary
………………………
Mr. Umroong Sanphasitvong Authorized Person
Correct Certification of Disclosed Information
156
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name
Title
Signature
Director
………………………
Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary
………………………
Mr. Heinrich
Heims
Authorized Person
Correct Certification of Disclosed Information
157
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name
Title
Signature
Director
………………………
Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary ………………………
Mr. Klaus
Tuengeler
Authorized Person
Correct Certification of Disclosed Information
158
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name
Title
Signature
Director
………………………
Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary ………………………
Mr. Claus Stadler Authorized Person
Correct Certification of Disclosed Information
159
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name
Title
Signature
Director
………………………
Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary ………………………
Mr. Andreas Klocke Authorized Person
Correct Certification of Disclosed Information
160
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name
Title
Signature
Director
………………………
Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary ………………………
Mr. Harald Link Authorized Person
Correct Certification of Disclosed Information
161
True Corporation Public Company Limited
Annual Registration Statements (Report Form 56-1)
(Translation of the Acknowledgement Letter in Report 56-1) ACKNOWLEDGEMENT OF THE CORRECTNESS OF THE INFORMATION 2.
Acknowledgement of the correctness of the information by the Non-Executive Directors
I have reviewed the information in this Annual Registration Statements with due care in my capacity as a Non-Executive Director of the Company and I have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform. To witness that all documents that I have reviewed are those same set of documents which I have reviewed and have no reason to suspect that said information is inaccurate or incomplete, is untrue or misleading or missing such material information that otherwise should inform, I have authorized Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai to initial every page of those documents. In case any of those documents does not have the initial signature of Dr. Pishnu Suntharanund, Mr. Thanit Vinijsorn and Mrs. Rangsinee Sujaritsunchai, it will be deemed that I have not reviewed the information contained in such document. Name
Title
Signature
Director
………………………
Dr. Pishnu Suntharanund
Director Treasurer
………………………
Mr. Thanit Vinijsorn
Deputy Director, Head of Accounting
………………………
Mrs. Rangsinee Sujaritsunchai
Deputy Company Secretary ………………………
Dr. Lee G. Lam Authorized Person
Correct Certification of Disclosed Information
162