The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction Tipco Asphalt Public Company Limited Page 1 Enclosure 3 Appendix 3 Raycol Asphalt Co.,Ltd. (“Raycol”) 1. Company Background Raycol Asphalt Co.,Ltd. (“Raycol”) started the business in 1992 to manufacture and distribute asphalt products. Raycol’s head office is located at 118/1Rama 6 Road,SamsenNai, Phayathai District,Bangkok. The manufacturer is located at 93 Moo 5 Makamkoo Sub-District, Nikompattana District, Rayong. 2. Business Overview 2.1. Company Background Raycol was established by Ms. Suntaree Suntornvipak under the name Bangkok Emulsion Company Limited to manufacture and distribute asphalt productsEmulsion,Petroleum product with initial registered capital of Baht 5 million. The Company’s name changed to Raycol Asphalt Co., Ltd on May 6 th , 1993. In November 1999, Raycol increased its registered capital to Baht 111,000,000 which was composed of 11,100,000 shares at Baht 10 par value for business expansion. 2.2. Business Overview Raycol manufactures and distributes asphalt products Emulsion Cutback and PMA with 6 storage tanks for total capacity of 666 tons.
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The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
Tipco Asphalt Public Company Limited
Page 1
Enclosure 3
Appendix 3
Raycol Asphalt Co.,Ltd. (“Raycol”)
1. Company Background
Raycol Asphalt Co.,Ltd. (“Raycol”) started the business in 1992 to manufacture and distribute asphalt products.
Raycol’s head office is located at 118/1Rama 6 Road,SamsenNai, Phayathai District,Bangkok. The manufacturer is located
at 93 Moo 5 Makamkoo Sub-District, Nikompattana District, Rayong.
2. Business Overview
2.1. Company Background
Raycol was established by Ms. Suntaree Suntornvipak under the name Bangkok Emulsion Company Limited
to manufacture and distribute asphalt productsEmulsion,Petroleum product with initial registered capital of Baht 5 million. The
Company’s name changed to Raycol Asphalt Co., Ltd on May 6th, 1993. In November 1999, Raycol increased its registered
capital to Baht 111,000,000 which was composed of 11,100,000 shares at Baht 10 par value for business expansion.
2.2. Business Overview
Raycol manufactures and distributes asphalt products Emulsion Cutback and PMA with 6 storage tanks for
total capacity of 666 tons.
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
Tipco Asphalt Public Company Limited
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14 storage tanks for Emulsion for total capacity of 2,240 tons 2 storage tanks of Cutbackfor total capacity of 320 tons and 3
storage tanks of PMA for total capacity of 648 tons
Current production capacity of Emulsion & Cutback at 200,000 tons per year
Current production capacity ofPolymer Modified Asphalt at 24,000 tons per year
And current production capacity of Aquaquickat 2,800 drums per year
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
Tipco Asphalt Public Company Limited
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Raycol has the total fleets for delivery of asphalt products which compose of 84tractors, 15 trucks, and 94 of 2 axles
and 3 axles
3. Registered and Paid-up Capital
Raycol has registered and paid-up capital as follow;
Registered Capital 111,000,000 Baht
Paid-up Capital 111,000,000 Baht
Divided into common shares of 11,100,000 shares at the par value of Baht 10 per share
4. Shareholders and Board of Directors
4.1. Shareholders
Shareholders’ list as of September 30th, 2015
No. Name Number of share (shares) Percentage 1 Tipco Asphalt Public Company Limited 4,600,000 41.44 2 Colas S.A. 4,218,000 38.00 3 Asia Coal Co., Ltd. 2,220,000 20.00 4 Mrs. Reum Supsakorn 62,000 0.56 Total 11,100,000 100.00
4.2. Board of Directors
Ms. Auchcha Rattrakultip Director
Ms. Laksana Supsakorn Director
Mr. Chaiwat Srivalwat Director
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
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Mr. Sitilarb Supsakorn Director
Mr. Jacques Marcel Pastor Director
Mr. Hugues Emmanuel Marie de Champs de Saint-Leger Director
Mr. Jacques Louis Yves Marie Marechal Director
5. Financial Highlight
Certified Public Accountant (Thailand) No. 3930 Mr. Suppachai Panyawatno EY Office Limited
During the year 2012 – 2014, Raycol recorded sale revenue of Baht 1,279.13 million, Baht 1,000.76 million, and Baht
1,011.01 million which remained stable at this level except for abnormal high revenue in 2012 due to high asphalt consumption
during big flood in 2011. Cost of goods sold were Baht 1,154.12 million, Baht 912.56 million, and Baht 945.24 million which
were equivalent to 90.23 percent, 91.19 percent, and 93.49 percent of sale revenue. Cost of goods sold in 2014 increased
because of increase price of raw material (increasing oil price) and administration expenses by Baht 49.17 million, Baht 54.53
million, and Baht 39.87 million were under controlled which accounted for 3.84 percent, 5.45 percent, and 3.95 percent of sale
revenue respectively.
Raycol recorded a net profit of Baht 69.43 million in 2012 and decreased to Baht 34.28 million in 2013 and Baht 24.42
million in 2014 or equivalent to 5.43 percent, 3.43 percent, and 2.42 percent of sale revenue. The decrease of net profit in the
year 2014 is caused by increasing cost of production i.e raw material.
For the period of 9-month 2015, Raycol recorded a sale revenue of Baht 785.88 million which washigher than Baht
757.28 million recorded in the 9-month of 2014, cost of goods sold of Baht 649.02 million or equivalent to 82.58 percent of sale
revenue, which was lower when compared to the same period last year Baht 711.50. The cost of goods sold decreased because of
the falling raw material price. Raycol recorded a net profit of Baht 84.14 million or equivalent to 10.71 percent of sale revenue
which was higher when compared to the same period of last year. The increase of net profit margin was attributable to the lower
cost of goods sold.
6.2. Financial Information
During the year 2012 – 2014, Raycol has total assets of Baht 360.09 million, Baht 300.63 million, and Baht 282.60
million which decreased in the proportion to depreciation expenses. Raycol has total liabilities of Baht 124.58 million in 2012
and decreased to Baht 69.69 million and Baht 66.09 million. The decrease of total liabilities attributable to the lower account
payables. Raycol has total shareholders’ equities of Baht 235.50million in 2012, Baht 230.94million in 2013, and Baht
216.50million in 2014 because of regular dividend payments.
9-Month period of 2015, Raycol has total assets of Baht 284.19 million which was higher when compare to the same period last year because of better credit control and collection, total liabilities of Baht 72.34 million which was higher when
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
Tipco Asphalt Public Company Limited
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compare to the same period last year due to higher account payable – related company, and total shareholders’ equity of Baht 211.84 million which was lower due to the cash dividend of Baht 88.80 million.
7. Liabilities as of September 2015
Raycol has a total liabilities Baht 72.34 million. The Current liabilities was Baht 67.52 million and the non current
liabilities Baht 4.82 million. The major current liabilities was mainly consist of account payables and other payables of Baht
55.27 million. For the non current liabilities, it was mainly for the provision for employee benefit Baht 4.70 million
8. Litigation
-None -
9. Connected transaction between listed company and directors, management, and major shareholders (direct and
indirect) with proportion of more than 10 percent
Raycol signed an agreement for the management services , marketing, acknowledging, and assisting in asphalt emulsion
and modify asphalt between TASCO and Colas for 5 year period ended September 30th, 2017. According to the agreement,
Raycol has to pay TASCO for Baht 12 million a year, and pay Colas at the minimum of Baht 8 million a year. For the 9-months
2015, Raycol has expensed the management and technical assistance fee for Baht 9 million and Baht 16 million respectively.
10. Significant Acquisition Transaction in the past 2 year
-None -
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
Tipco Asphalt Public Company Limited
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Enclosure 3
PT Asphalt BangunSarana (“ABS”)
1. Company Background
PT Asphalt BangunSarana established in 1994 by PT SaptaSaranaAspalindoCo., Ltd. (“SSA”) byMr. AgusSuherman.
Later in the year 1999, Colas SAacquired 87 percent of registered share from SSA and changed the name to PT Asphalt
BangunSarana Co., Ltd.(“ABS”). In the year 2005, Colas SA acquired the remaining 13 percent of shares and Colas SA holds
100 percent in ABS since then.
Head Office GedungGrahaPratama, 19th Floor, Jl. Mt. HaryonoKav. 15, Jakarta 12810, Indonesia
Depot Terminals t 1. Ciwandan, Java
2. Aceh, Sumatra
3. Medan, Sumatra
4. Palembang, Sumatra
2. Business Overview
ABS is a distributor of asphalt products, PMB, and Emulsion to the Road constructor in Indonesia. ABS has several
storage terminals tlfor stock asphalt and production plant for emulsion and PMB around t he country. And also ABS has
the fleet to distribute asphalt to customer. As follow:
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
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1. Depot terminal for stock asphalt and plant forPMB and Emulsion inCiwandan
Location :Jalan Raya Pelabuhan No. 1 DesaKepuh, KecamatanCiwandan KabupatenCilegon, Banten, Indonesia
The operation started in 1996 in 7,200 square meter areas. Its major assets are 3 storage tanks with total capacity of
9,416 tons and loading equipments, 5 trucks for transportation, PMB plant with production capacity of 100 tons a day, 100 tons
capacity of storage tank, production plant for Emulsion with the capacity of 40 tons per hour, and 72-ton capacity of storage tank.
These depot terminals shall serve their customers in Java islands and around Jakarta areas.
Production plant of Emulsion with storage tank
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
Tipco Asphalt Public Company Limited
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Production plant of PMB with storage tank
2. Depot terminal for stock asphalt at Medan
Location: Jalan Raya Pelabuhan Belawan, Simpang Gabion Kelurahan Bagan Deli, Kecamatan Medan Belawan Kota Medan, Sumatera Utara, Indonesia
The operation started on March 11th, 2011 in 8,240 square meter areas. Its major assets are 1 storage tank with total
capacity of 4,500 tons and 1 daily operation with total capacity of 150 tonswith loading equipment.
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
Tipco Asphalt Public Company Limited
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3. Depot terminal for stock asphalt at Aceh (Nanggroe Aceh Darusalam)
Location :Malahayati Port, Lambreh village, Masjid Raya District, Aceh Besar Regency.
The operation started on February 1st, 2008 in 4,985 square meter areas. Its major assets are 1 storage tank with total
capacity of 3,500 tons, and loading equipments.
4. Depot terminal of stock asphalt at Palembang
The operation started on February27th, 2012 in 1,330 square meter areas. Its major assets are 1 storage tank with total
capacity of 2,800 tons, and loading equipments, and 12 of trucks for transportation.
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
Tipco Asphalt Public Company Limited
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5. Production plant of Emulsion in Duri
The operation under ABS started on June 1st, 2015 in 6,085 square meter areas for supporting road construction in Java
islands. The production capacity for Emulsionis 3.5 tons per hour and owns 160-ton storage tank of Emulsion
6. Production plant of Emulsion in Balaraja
The production plant for Emulsion under ABS started on July 1st, 2015 with 45-ton tank for Emulsion and production
capacity of 3.5 tons per hour.
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
Tipco Asphalt Public Company Limited
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Organization Chart of ABS
3. Registered and Paid-up Capital
ABS has registered and paid-up capital as follow;
RegisteredCapital 58,450,080 Rupiahwhich is equivalent to US$ 4,297.80
Paid-up Capital 58,450,080 Rupiahwhich is equivalent to US$ 4,297.80
Divided into 8,398 shares at the par value of 6,960,000 Rupiah
4. Shareholders and Board of Directors
4.1. Shareholders
Name Number of share
(shares) Total value (Rupiah) Percentage
Colas S.A. 8,397 58,443,120,000 99.98 Ilham Mardanis 1 6,960,000 0.02
Total 8,398 58,450,080,000 100.00
4.2. Board of directors
Name Position Mr. Christophe Voy President Director
Mr. Ilham Mardanis Director
Board of Directors
President Dir: Christophe Voy (49/9)Director : Ilham Mardanis (50/15)
Fin. Director : Francois Georges (30/5)
Board of Commissioners
Pres. Comm.: Jacques PastorComm. : Jacques Marechal
SHAREHOLDER
QHSE Mgr.OkkySephenryanto
(44/7)
Fin. & Adm. ManagerFR Georges
(35/5)
HR ManagerNovalia O.
(34/0)
National Ops. Mgr
(To be recruited)
Technical Mgr.Christophe Duboscq (29/4)
SecretaryTuti (51/14)
100%
Regional Op.
Manager
Java/Kaliman.
Iwan Subagio
(54/7)
Regional Op.
Manager
Sumatra
David Samara
(45/3)
National Sales Mgr.Sulistyo P.
(36/0)
Dep. Tech.ManagerTeguh
Sudrajat (36/4)
Deputy Fin. & Adm. ManagerKrisna I Putra
(38/6)
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
Tipco Asphalt Public Company Limited
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Name Position Mr. Jean Cristophe Xavier Cambier Director
5. Financial Highlight in Consolidated Financial Statements
Certified Public Accountant Mr. Aria Kanaka, CPA No. AP 0101: ARIA KANAKA & REKAN
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During the year 2012 – 2014, ABS recorded sale revenue of US$ 45.46 million, US$ 53.37 million, and US$ 49.81
million. Sale revenue has been increased because of the government budget for the infrastructure such as high way.
ABS recorded cost of goods sold of US$ 42.36 million, US$ 49.24 million, and US$ 45.17 million which are
equivalent to 93.19 percent, 92.26 percent, and 90.69 percent of total revenue. ABS has administration expense of
US$ 1.59 million, US$ 1.80 million, and US$ 1.95 million which are equivalent to 3.50 percent, 3.36 percent, and 3.91
percent of sale revenue respectively.
ABS recorded a net profit of US$ 0.52 million in the year 2012, increased to US$ 0.92 million in 2013 and US$ 1.03
in 2014 or equivalent to 1.14 percent, 1.73 percent, and 2.07 percent increase because of revenue increased.
For the 9-Month period for the year 2015, ABS recorded sale revenue of US$ 24.85 million, cost of goods sold of US$
21.76 million or 87.75 percent of sale revenue, and net profit of US$ 0.31 million or 1.24 percent of sale revenue.
During this 9 months period, most of the projects have been delayed due to late approval of Government Budget
allocation which affectted ABS sales volume.
6.2. Financial Information
During the year 2012 – 2014, ABS has total assets of US$ 26.81 million, US$ 29.96 million, and US$ 34.05 million
which increased by new fixed assets expenditures. ABS has total liabilities of US$ 19.40 million in 2012 and increased
to US$ 21.57 million and US$ 25.39 million. The increase of total liabilities attributable to higher account payables and
loans. ABS has total shareholders’ equities of US$ 7.45million in 2012, US$ 8.09 million in 2013, and US$
8.66million in 2014 because of retained annual net profit.
For the 9-Month period of 2015, ABS has total assets of US$ 27.12 million, total liabilities of US$ 18.15 million, and
total shareholders’ equity of US$ 8.97 million.
7. Liabilities as of September 2015
ABS has the total liabilities of US$ 18.15 million which comprised of current liabilities of US$ 17.65 million and the
noncurrent liabilities of US$ 0.50 million. The major accounts in current liabilities were short-term loan from institution of US$
9.73 million and accounts payable of US$ 5.95 million.
8. Litigation
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
Tipco Asphalt Public Company Limited
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-None-
9. Connected transaction between listed company and directors, management, and major shareholders (direct and
indirect) with proportion of more than 10 percent
ABS& SRC & SDAN signed the agreement to accept the assistance in production technique with Colas for 5-year
period ended December 31st, 2015. The group also signed the co-ordination and management agreement with Colas ended
December 31st, 2015. For 9-month period of 2015, the group has accounted for these expenses in the amount of US$ 0.45 million
and US$ 0.07 million respectively.
10. Significant Acquisition Transaction in the past 2 year
-None-
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Tipco Asphalt Public Company Limited
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PT SaranarayaRekaCipta (“SRC”) Subsidiary of ABS
1. Company Background
PT Suranaraya Reka Cipta (“SRC”) established in 2001 by Mr. Agus Suherman. Later in the same year, Colas
SAacquired 100 percent of shares from Mr. Agus Suhermanin order to distribute asphalt productsand provided storage tanks. The
operation started in 2002 at Jl. Yos Sudarso No. 93, Pelabuhan Semayang Balikpapan. Head office is located at Gedung Graha
Pratama, 19th Floor, Jl. Mt. Haryono Kav. 15, Jakarta 12810, Indonesia
2. Business Overview
2.1. Company Background
SRC is a distributor of asphalt products with 1 storage tank tank at Balikpapan. SRC has 45 employees.
SRC locates next to the jetty with 2,580 square meters areas. The fixed assets mainly consist of 4,729-ton storage tank
for asphalt products with loading equipment. Recently, SRC has started negotiation with the government to expand the rental areas for future expansion.
3. Registered and Paid-up Capital
SRC has registered and paid-up capital as follow;
Registered Capital 10,476,600 Rupiah which is equivalent to US$770.34
Paid-up Capital 10,476,600 Rupiah which is equivalent to US$770.34
Divided into 104,766 shares at the par value of 100,000 Rupiah
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
During the year 2012 – 2014, HR recorded sale revenue of US$ 137.28 million, US$ 170.99 million, and US$ 163.21
million. Sale revenue grew because of the increase of sale within the Colas group. HR recorded cost of goods sold of US$ 131.21
million, US$ 163.35 million, and US$ 152.00 million which are equivalent to 95.57 percent, 95.53 percent, and 93.14 percent of
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
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total revenue. HR recorded administration expense of US$ 4.59 million, US$ 5.92 million, and US$ 8.18 million which are
equivalent to 3.34 percent, 3.47 percent, and 5.01 percent of sale revenue respectively.
For the 9 months 2015, HR recorded higher sale revenue of US$117.60 compared to the same period last year of
US$103.51 million because of the increase of sale within the Colas group. HR recorded cost of goods sold of US$105.76 million
which is equivalent to 89.93 percent of total revenue. The lower of cost of goods sold attributable to the decreasing of oil price.
HR recorded net profit of US$ 0.08 million in the year 2012, increased to US$ 0.73 million in 2013 and US$ 1.87 in
2014 or equivalent to 0.06 percent, 0.43 percent, and 1.14 percent of revenue. The increase in net profit was due to increase of
sale revenue. For the 9 months 2015, HR had net profit of US$5.93 million.
6.2 Financial Information
During the year 2012 – 2014, HR has total assets of US$ 46.03million, US$ 47.30million, and US$ 53.75million
which was due to increased in account receivables and fixed assets of subsidiaries. HR has total liabilities of US$ 42.11 million
in 2012 and increased to US$ 42.65 million and US$ 47.22million. The increase of total liabilities mainly consist of higher short
term loan and account payables. HR has total shareholders’ equities of US$ 3.59million in 2012, US$ 4.64million in 2013, and
US$ 6.52million in 2014 because of the annual retained net profit.
For 9 months 2015, HR has total assets of US$37.47 million which decreasing when compare to the end of last year.
The lower asset comes from decreasing in account receivable. HR has total liabilities of US$25.32 million which decreasing
when compare to the end of last year was mainly due to repayment of short-term loan. HR has total shareholders’ equities of
US$12.15 million which increasing substantially, due to the increase in net profit by more than 300%.
7 Liabilities
For 9 months 2015, HR has a total liabilities (or current liability) of US$ 25,318,859 million for which the Account
payables was US$ 14,327,762 million.
8 Lititgation
–None-
9 Connected transaction between listed company and directors, management, and major shareholders (direct and
indirect) with proportion of more than 10 percent
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HR & ADCo signed the agreement to accept the assistance in production technique with Colas. HR & ADCo also
signed the co-ordination and management agreement with Colas. For the year 2014, HR & ADCo has accounted for these
expenses in the amount of US$ 0.49 million and US$ 0.33 million respectively.
10 Significant Acquisition Transaction in the past 2 year
–None-
The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction
Tipco Asphalt Public Company Limited
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Asphalt Distribution Co.,Ltd. (“ADCo”)Subsidiary of HR
1. Company Background
Asphalt Distribution Co.,Ltd. (“ADCo”)started in 1993 by HR (Singapore) and Viet Co. in proportion of 60 : 40 in order to
import, produce, and sell asphalt products, emulsion and PMB in Vietnam.
ADCo head office is located at 12nd floor, Center Building, No 1 Nguyen Hay Tuong, Thanh Xuan Trung Ward, Thanh
Xuan District, Hanoi, Vietnam
Depot terminal for asphalt stock 1. Located at Go Dau, Southern Vietnam
2. Located at Cam Ranh, Southern Vietnam
3. Located at Chan May, Central Vietnam
4. Located at Haiphong Northern Vietnam
Floating Barges
Bitumen Depots
Emulsion Plants
PMB Plants
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Tipco Asphalt Public Company Limited
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2. Business Overview
2.1. Company Background
ADCo started in 1993 by HR Sin and Viet Co. in proportion of 60:40. Subsequently in 2004, Colas S.A. acquired
share from HR Sin and Viet Co. and become the major shareholder of 75%and in 2008, Colas S.A.further acquired the
remaining 25% fromViet Co. Since then, Colas S.A.holds 100.00 percent of ADCo’s Share.
2.2. Business Overview ADCo is a distributor of asphalt products, PMB, and Emulsion for road constructor in Vietnam. ADCo has 4 depot terminals of storage tanks and production plants of emulsion and PMB located around the country. ADCo also owned a fleet of 70 trucks to deliver the asphalt to customer, as follow;
100%
100%
Vietnam
Singapore
France
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1. Depot terminal of asphalt stock and plant of PMB and plant of Emulsion atGo Dauin Southern Vietnam
This location contains of 2-tank of 5,000 tons capacity for asphalt products, 1-tank of daily use with capacity of
243 tons, and 9-tank of 450 tons with production capacity of PMB at 150 tons per day.
ADCo 5.2kmt
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It has 212-ton tank for Emulsion with production capacity of Emulsion at 8 tons per hour, and also has 22 trucks
for delivery.
2. Depot terminal of asphalt stock at Cam Ranh, Southern Vietnam
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2 Floating Barge for 2,580-ton storage tank capacity and 4 trucks for delivery.
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3. Depot terminal of asphalt stock and plant of PMB and plant of Emulsion atChan Mayin Central Vietnam
This location contains of 1-tank of 3,600 tons capacity for asphalt products,14-tank of daily usewith capacity of
760 tons, and 10-tank of 530 tons capacity for PMB with production capacity of 150 tons per day.
Now, ADCo is on the construct the Emulsion storage tank which the capacity of 60tons and will be completed in
the end of 2015. This plant will has capacity of 3.5 tons per hour of Emulsion.
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4. Depot terminal of asphalt stock and plant of PMB and plant of Emulsion atHaiphongin Northern Vietnam
This location contains of 1-tank of 2,500 tons capacity for asphalt products, 25-tanks of daily use with capacity of
1,279 tons, and a-tank of 746 tons with production capacity of PMB at 200 tons per day.
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It has 132-ton tank for Emulsion with production capacity of Emulsion at 15 tons per hour, and also has 18 trucks
for delivery and 4 sprayer truck.
3. Registered and Paid-up Capital
ADCo has registered and paid-up capital of US$5,865,412
4. Shareholders and Board of Directors
4.1. Shareholders: HR holds 100.00 percent of registered and paid-up capital.
4.2. Board of Directors
Name Position
Mr. Jacques Pastor Chairman
Mr. Jacques Marechal Inspector
Mr. RomainTermoz Member
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Name Position
Mr. Christophe Voy Member
Mr. Le Tam Member
Mr. NhuDinh Lam Secretary
4.3. Management
Mr. Christophe Voy General Director
Mr. Le Tam Deputy General Director
Mr. Romain Termoz Deputy General Director
5. Financial Highlight
Certified Public Accountant Pham Phuong Anh Audit Practicing Registration certificate No. 2220-2013-177-1
Other Liabilities 336,197 5.51 160,192 2.63 589,816 8.53 727,991 10.50
Total Liabilities 5,863,659 96.13 5,687,654 93.34 6,117,278 88.49 5,727,991 82.65
Registered Capital 41,370 0.68 41,370 0.68 41,370 0.60 41,370 0.60
6 Management’s Discussion and Analysis
6.1 Operation Overview
During the year 2012 – 2014, RTL recorded sale revenue of US$ 2.44 million, US$ 2.13 million, and decreased to
US$ 1.87 million. Sale revenue has been changed because of the change in route of transportation. RTL has cost of goods sold
of US$ 1.23 million, US$ 1.53 million, and US$ 0.81 million which are equivalent to 50.32 percent, 71.90 percent, and 43.27
percent of total revenue. RTL recorded administration expense of US$ 0.98 million, US$ 0.31 million, and US$ 0.55 million
which are equivalent to 40.31 percent, 14.39 percent, and 29.42 percent of sale revenue respectively. The reason of increasing
administration expensewas due to higher payroll cost .
For 9 months 2015, RTL recorded a sale revenue of US$1.82 million and cost of goods sold of US$0.70 which is
equivalent to 38.42% of total revenue. The administration expense was US$0.63 million which is equivalent to 34.67% of total
revenue.
RTL had net profit of US$ 0.10 million in the year 2012, decreased to US$ 0.17 million in 2013 and increased to US$
0.39 in 2014 or equivalent to 4.20 percent, 7.95 percent, and 20.85 percent increase because of revenue increased.
9-Month period for the year 2015, RTL has net profit of US$ 0.41 million or 22.37 percent of sale revenue which was
due to the decrease in cost of goods sold.
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6.2 Financial Information
During the year 2012 – 2014, RTLhas total assets of US$ 6.10million, US$ 6.91million, and US$ 6.09million which
decreased by the depreciation of fixed assets. RTL has total liabilities of US$ 5.86million in 2012 and decreased to
US$ 5.69million and US$ 6.12million. The major account of total liabilities was a loan from shareholder. RTLhas total
shareholders’ equities of US$ 0.24million in 2012, US$ 0.41million in 2013, and US$ 0.80million in 2014 because of annual
retained net profit.
For the 9-Month period of 2015, RTL has total assets of US$ 6.93 million, total liabilities of US$ 5.73 million, and total
shareholders’ equity of US$ 1.20 million.
7 Liabilities as of September 2015
RTL has the total liabilities of US$5.73million. There are the current liabilities of US$0.73millionand the non current
liabilities (loan from shareholder) of US$5.00million.
8 Litigation
-None-
9. Connected transaction between listed company and directors, management, and major shareholders (direct and indirect) with proportion of more than 10 percent RTLhas loans from shareholder for investment in vessel with the interest rate of US LIBOR 1 month + 2% and will due in
March 31st, 2016.
10. Significant Acquisition Transaction in the past 2 year