Disclaimer: The English translation of this document is prepared solely for reference for non-Thai shareholders of the Company. It should neither be relied upon as the definitive nor the official document of the Company. The Thai version is the official document and shall prevail in all respects in the event of any inconsistency with the English translation. Information Memorandum Eastern Polymer Group Public Company Limited (EPG) Head Office 770 Theparak Road, Theparak sub-district, Mueang district, Samut Prakan 10270 Tel: 02-383-6599 Fax: 02-383-6532 Website: www.epggroups.com Production Plants IPP industrial estate, rayong Thailand and Tumbon Makhamkoo Nikompattana Rayong, Thailand Listing Date 24 December 2014 (First Trading Day: 24 December 2014) Listing Securities Number of common shares 2,800,000,000 shares, Par value per share of THB 1 Total value of THB 2,800 mm , the number of new shares offered to the public is 700,000,000 shares or equivalent to 25.0% of number of total paid-up shares after Initial Public Offering (IPO) Capital As at 24 December 2014 (Trading commencement) Registered capital, common shares of THB 2,800 mm Paid-up capital, common shares of THB 2,800 mm Secondary Market Stock Exchange of Thailand (SET) Offering Price 5.80 THB per share Offering Date 17 – 19 December 2014 Objectives and Plans for Utilizing the Capital Increase Use of Proceed Amount* (THB mm) % Estimate timing Working Capital and Business Expansion 3,000 75.8 By FS 2015 Payment to loan from financial institution 960 24.2 By FS 2014 Note: *net off cost of IPO issuance Green Shoe Option -None-
58
Embed
Information Memorandum Eastern Polymer Group Public ...epg.listedcompany.com/newsroom/20141223-epg-set01-en.pdf · yogurt containers, and etc. EPP’s products are eco-friendly and
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
Disclaimer: The English translation of this document is prepared solely for reference for non-Thai shareholders of the Company. It should neither be relied
upon as the definitive nor the official document of the Company. The Thai version is the official document and shall prevail in all respects in the event of any
inconsistency with the English translation.
Information Memorandum
Eastern Polymer Group Public Company Limited (EPG)
Head Office 770 Theparak Road, Theparak sub-district, Mueang district, Samut
Prakan 10270
Tel: 02-383-6599
Fax: 02-383-6532
Website: www.epggroups.com
Production Plants IPP industrial estate, rayong Thailand and Tumbon Makhamkoo
Nikompattana Rayong, Thailand
Listing Date 24 December 2014 (First Trading Day: 24 December 2014)
Listing Securities Number of common shares 2,800,000,000 shares, Par value per share
of THB 1 Total value of THB 2,800 mm , the number of new shares
offered to the public is 700,000,000 shares or equivalent to 25.0% of
number of total paid-up shares after Initial Public Offering (IPO)
Capital As at 24 December 2014 (Trading commencement)
Registered capital, common shares of THB 2,800 mm
Paid-up capital, common shares of THB 2,800 mm
Secondary Market Stock Exchange of Thailand (SET)
Offering Price 5.80 THB per share
Offering Date 17 – 19 December 2014
Objectives and Plans for Utilizing the Capital Increase
Use of Proceed Amount*
(THB mm)
% Estimate
timing
Working Capital and Business Expansion 3,000 75.8 By FS 2015
Payment to loan from financial institution 960 24.2 By FS 2014
Note: *net off cost of IPO issuance
Green Shoe Option -None-
Types of Business and Nature of Operation
Types of Business and Service
Eastern Poly Group Public Company Limited (the “Company” or “EPG”) is holding company and mainly investing in
innovative polymer and plastic convertor company, which is consisting of (1) The insulator business (2) car
accessories business (3) plastic packaging business (4) other supporting business (5) research and development and
(6) joint venture (JV)
Eastern Polymer Group Public Company Limited‘s company structure (EPG)
All production businesses which the Company has invested (1) insulator business (2) car accessories business
and (3) plastic packaging business are unique and different from the competitors as well as owned amount of patents
and technology which has been developed by the Company itself,
1. Insulation Business
EPG is engaged in thermal insulation business through Aeroflex Co.Ltd (AFC), wholly owned by EPG. AFC has
developed a special type of insulator which made of Ethylene Propylene Diene Methylene (EPDM) and various
synthetic polymers. Presently, the Company has many products with patented and distributes them over 100
countries worldwide.
AFC’s superior technology provides several advantages over their competitors. AFC‘s insulation rubber can
withstand temperature range from -200 oC to 125
oC and strong humidity. Furthermore, it is eco-friendly. AFC’s
insulators are widely used in air-conditioning system and chilled water cooling system to be used to protect the
water condensation and sound protection
Presently, AFC is the world 3rd largest insulator manufacturers and distributors with approximately 10% of the
total market share. Aeroflex USA (AUS) and Aeroflex Polymer Technology (Shianghai) (APT) wholly owned by
Eastern Polymer Group Plc
Aeroflex
(AFC)
Aeroflex USA
(AUS)
APS
(APS)
Aerocell Construction Material (Jiangsu)
(ACM)
Aeroflex Europe
(AEU)
Eastern Polypack
(EPP)
Aeroklas
(ARK)
Aeroklas USA(ARK-USA)
Aeroklas Australia
(ARK-AU)
Aeroklas Shanghai
(ARK-SH)
EPG Innovation Center
(EIC)
Aeroflex Polymer
Technology (Shanghai)
(APT)
Zeon Advanced Polymix
(ZAP)
Tokai Eastern Rubber
(Thailand) (TER)
40.0%
100.0%
40.0%
40.0%
100.0%
100.0%
100.0%
20.0%
27.0%
100.0% 100.0% 100.0%100.0% 100.0%
ALP Aeroflex India
(AAI)
60.0%
Aeroklas Europe
(ARK-EU)74.9%
Insulator Business Car Accessories Business Joint VentureOther Supporting
BusinessPlastic Packaging
Business
Research and
Development
THB 600.0mm
THB 384.8mm
THB 3.0mm
THB 90.1mm
THB 180.0mm
THB 184.0mm
THB 1,200.0mm
THB 31.8mm
THB 30.0mm
THB 127.4mm
THB 21.4mm
THB 700.0mm THB 259.2mm THB 50.0mmTHB 152.5mm
THB 100.0mm
THB 2,100mm
AFC, are established to support the growing demand and to reduce transportation cost in both USA market and
China market. Normally AFC will export the compound mix (intermediate product) to Aeroflex USA (AUS) and
Aeroflex Polymer Technology (Shanghai) (APT) to continue the remaining production process and distribute
finished product directly to the customer. By doing this AFC can protect it recipes and chemical formula as
secrete.
There are additional plants in China, India, and Germany with 40% share owned by AFC through JV with the
local partners since AFC does not familiar with the market. AFC will send JVs only the compound mix in order
to protect chemical formula as the Company’s secrete.
Apart from the subsidiaries and associate companies, AFC also has presence in Switzerland and Russia in a
form of licensing. The Company provides Prefoam Tube and Sheet to local manufacturers to produce and
distribute the finished product directly to the customer
Despite the production capacity of EPDM being approximately 15,000 tons per year, Aeroflex also invested in
Aerocel construction material (Shiangshu) (ACM) in China, APL Aeroflex India (AAI) in India, and Aeroflex
Europe (AEU) in German to produce an economical type of insulator made from Nitrile Butadiene Rubber
(NBR). The production capacity for NBR is approximately 14,000 tons per year.
Apart from insulators, AFC additionally provide related products such as tape, rigid foam, and flexible duct etc.
Patents
As of 30 September 2014, AFC owns a total of 7 patents in thermal insulation business
Production capacity
The table below displays the production capacity from 2012 through 2015
Units
FY2012
(Apr 2011 –
Mar 2012)
FY2013
(Apr 2012 –
Mar 2013)
FY2014
(Apr 2013 –
Mar 2014)
1H2015
(Apr 2014 –
Sept 2014)
Mixture Production
Maximum capacity (ton) 10,000 10,000 15,000
15,000
Actual production (ton) 7,500 8,000 8,700 4,300
Efficiency (%) 75% 80% 58% 57%
Prefoam Tube and Sheet Production
Maximum capacity /1
(ton)
1,200 1,200 1,200 1,200
Actual production (ton) 395 300 320 175
Efficiency (%) 33% 25% 27% 29%
Finished Goods Production
Maximum capacity (ton) 8,000 10,000 12,000 12,000
Actual production (ton) 5,200 6,000 6,500 3,536
Efficiency (%) 65% 60% 54% 59%
Note: 1/ Classified as for sale 1,200 tons and to produce finished product 10,800 tons
2. Car Accessories Business
EPG is engaged in auto parts business through Aeroklas Co.Ltd (ARK), wholly owned by EPG. ARK
manufactures and distributes extensions for trucks such as Bed Liner, Deck Cover, Canopy, and Side Step. The
extensions are applicable to Single Cab, Space Cab, and Double Cap and can be assembled on every leading
domestically since the local operators have the capability to produce premium plastic cup i.e. Thailand
but for other countries, the food and beverage operators need to import premium plastic cup from
other nearby countries.
For the country that have relatively low GDP per Capita i.e. India, Indonesia, Philippine, Laos,
Cambodia, Vietnam and Myanmar, there is very limited growing popularity of premium food and
beverages operators that uses premium plastic cup. These developing countries still use a general
plastic cup. Nevertheless, these consumer behaviors are subject to change and with the expansion
within Asia, making these developing countries that consume general plastic cup have a higher
potential to consume premium plastic cup in the near future. The competitive landscape of this
industry consists of multiple small businesses which have limited production capacity and the premium
plastic cup which most of the country need to imported from the nearby countries.
Structure of Asian major manufacturer in food and beverage plastic packaging industry
Thermoforming Plastic Cup Producer in Asia, June 2014
Operator Country
Type of Plastic
PP PS GPPS PET
Eastern Polypack Thailand � � � �
Toyo Seikan Group Holdings (Tokan Kogyo) Japan � �
Honor Plastic Industrial Taiwan �
Greiner Packaging International The Philippines �
Kingfa Hongkong � �
Source: Company
Since premium plastic cup is in the industry that required advanced technology as well as high
technology machinery. Therefore, there is only a few numbers of major manufacturers since the
market size considered to be relatively small. In Asia there are a total of 5 key manufacturers which
consist of Eastern Polypack, Tokyo Group, Honor Plastic Industry, Greiner Packaging International and
Kingfa. These companies dominated 30% – 40% of the thermoforming plastic cup industry in which,
Eastern Polypack dominated 15% of the Asian market.
Thermoforming Plastic Cup and Injection Moulding Manufacturer in Thailand, June 2014
Operator Country
Type of Plastic
PP PS GPPS PET
Eastern Polypack Thailand � � � �
Thai Elephant Cup Thailand � �
Vandapac Thailand � � �
Srithai Superware (Injection Moulding) Thailand �
C.P. Packaging Industry (Injection Moulding) Thailand �
Source: Company
For the market in Thailand, the company predicted that all of the 5 major manufacturers of
Thermoforming and Injection Moulding will be 70% of the market share and for Eastern Polypack, it
will be the dominant player and gain 35% of the total marketing share in Thailand.
In this regards, Eastern Polypack is considered as the only major manufacturer in Asia that has the
ability to produce every form of plastic cup, since other manufacturers do not have the capability or
the production capacity to produce every form of plastic cup. In addition, major producer in each
country, especially high income countries, is facing with the problem that there is not enough
production capacity to export because of high domestic consumption. Currently, only Eastern
Ploypack Company is large enough to export every categories of its product.
Environmental Impact: None
Summary of Agreement
Joint Venture Agreement
Tokai Eastern Rubber (Thailand) Co., Ltd.
Board of directors and
company’s general
management and
administration
� Board of directors, who is responsible for general management of the company,
consists of 9 directors, in which each shareholder can send its representatives as
follows,
o Tokai Rubber Industries, Ltd. – 5 representatives
o Eastern Polymer Group Plc. – 2 representatives
o Sumipol Co., Ltd. – 1 representative
o Toyota Tsusho (Thailand) Co., Ltd. – 1 representative
� At least 7 directors are required to attend in each board of directors' meeting.
� Board of directors does not have authority to consider in every agenda, especially the
agenda that is important to operation of Tokai Eastern Rubber (Thailand) Co., Ltd.
This type of agenda requires approval from shareholders’ meeting. These important
agenda are including,
o Preparation of annual financial statements, appropriation of profit or loss and
considerations on dividends
o Approval of the annual budget
o Establishment or dissolution of manufacturing plant or affiliated company
o Purchase of land, plant, or any other assets with value higher than 5 millions
baht
o Transfer, sale, lease, or any other transaction that relates to land, plant, and
assets with value higher than 10 millions baht.
o Borrowing of amount more than 20 millions baht
o Decision to enter into important contract
Shareholders’ meeting � In each board of directors’ meeting, shareholders with combined shareholding of at
least 2/3 of total outstanding shares are required to attend the meeting.
� The approval of general meeting requires majority vote to approve these agenda,
except for important agenda, which is required approval from shareholders’ meeting of
at least 81 percent, as follows,
o Increase and reduction of capital
o Issuance of new shares in addition to common shares at the par value
o Amendment of the memorandum and articles of association
o The amalgamation with another company
o Dissolution of the company
o Decision to enter into important contract
� As for voting in the shareholders’ meeting, rights of common shareholders and
preferred shareholders are as following,
o Common shares – 1 voting rights per 1 share
o Preferred shares – 30 voting rights per 1 share
Restrictions on transfer
of shares
� In the event of trading of shares, delivery of shares, using shares as collateral or any
other transaction involving the company’s shares, there shall be letter to the board of
directors for notification and consent before proceeding.
� Price for trading of the company’s shares shall be determined by an independent
appraisal appointed by the board of directors.
� In the event that a shareholder wishes to sell the company’s shares, other shareholders
have the rights to buy such shares within 50 days. After a specified period, the
shareholder, who wishes to sell the shares, shall sell the shares to a third party.
� Tokai Rubber Industries, Ltd. and Eastern Polymer Group Plc. have the rights to trade
or transfer the company’s shares to the affiliates without having to pass restrictions on
transfer of shares.
Dividend policy � Dividends from the company’s profits will be allocated to preferred shareholders at
dividends per share amount that is equal to 30 times of dividends per share paid to
common shareholders. In the event of non-payment of dividends in any year, the
dividends shall not be carried forward to next year.
� Dividends shall be allocated to each shareholder within 60 days after shareholders’
meeting.
Termination and
amendment
� This agreement shall be immediately terminated when the government of Thailand or
any authority or authorized person cancels permission of place of business or any
operation of the company by any reason.
� Any amendment or addition to agreement must be unanimously approved by all
shareholders.
Zeon Advanced Polymix Co., Ltd.
Board of directors and
company’s general
management and
administration
� Board of directors, who is responsible for general management of the company,
consists of 7 directors, in which each shareholder can send its representatives as
follows,
o Zeon Corporation – 3 representatives
o Toyota Tsusho (Thailand) Co., Ltd. – 2 representatives
o Eastern Polymer Group Plc. – 2 representatives
� At least 61 percent of total directors are required to attend in each board of directors'
meeting.
� Board of directors does not have authority to consider in every agenda, especially the
agenda that is important to operation of Zeon Advance Polymix Co., Ltd. This type of
agenda requires approval from shareholders’ meeting. These important agenda are
including,
o Amendment of the memorandum and articles of association
o Transfer, sale, or guarantee provision, or management of key business or key
assets
o The amalgamation with another company or investment in other company
o Establishment of branch, plant and affiliate
o Increase and reduction of capital
o Approval on transfer or sale of the company’s shares
o Issuance of new shares in addition to common shares at the par value
o Decision to enter into important contract
o Preparation of annual financial statements, appropriation of profit or loss and
considerations on dividends
o Dissolution of the company
o Approval of the annual budget
o Capital increase through purchase of shares and payment of newly issued
shares of the company according to proportion of shares that the shareholder
holds.
Shareholders’ meeting � In each board of directors’ meeting, shareholders with combined shareholding of at
least 2/3 of total outstanding shares are required to attend the meeting.
� The approval of general meeting requires majority vote to approve these agenda,
except for important agenda, which is required approval from shareholders’ meeting of
at least 75 percent, as follows,
o Consideration of annual financial statements, appropriation of profit or loss,
dividends, reserves and unallocated amount of the company’s profit that have
not yet been paid as dividends
o Amendment of the memorandum and articles of association
o The amalgamation with another company
o Increase and reduction of capital
o Issuance of new shares in addition to common shares at the par value
o Dissolution of the company
� As for voting in the shareholders’ meeting, all common shares have equal voting
rights.
Restrictions on transfer
of shares
� Shareholder shall not sell, transfer, deliver, or use as collateral or engage in any
transaction involving the company’s shares.
� In the event that a shareholder wishes to sell the company’s shares, other shareholders
have the rights to buy such shares first. If more than one shareholder are interested in
buying the shares, the shares will be allcoated to each interested shareholder
according to proportion of existing shareholdings.
� In the event that transaction between shareholders cannot be agreed upon, the seller
can sell shares to a third party with consent of board of directors.
� Trading price of the company’s share shall be determined from the latest financial
statements of the company. In the case that the trading price cannot be agreed upon,
the trading price shall be determined by an independent appraisal which has been
agreed by seller and buyer.
Dividend policy � The company shall pay dividend not less than 20 percent of net profit. However, in the
event that the company incurs accumulated loss, no dividend shall be paid.
Termination and
amendment
� Any amendment or addition to agreement must be unanimously approved by all
shareholders.
Feasibility Study None
Management and Technical Assistance None
Future Project
The Company has policy to maintain leadership in every invested business by continuing research for new
products. The Company research budget is approximately 1.0% of its total revenue. In addition, the Company
shall continue expanding its business in other untapped area to strengthen its business. The details of
expansion in 2 – 3 years (fiscal year 2015 – 2017) shown below
Summary of the Company Investment Plan in 2 – 3 years (fiscal year 2015 – 2017)
Business Project
Investment Amount
(THB mm)
Investment Period
Insulation business Expansion of USA capacity THB 300 mm Fiscal year 2016
(Apr 15 – Mar 16)
Expansion of europe capacity THB 300 mm Fiscal year 2017
(Apr 16 – Mar 17)
Car accessory Distribution channel project THB 700 mm Fiscal year 2016
Business Project
Investment Amount
(THB mm)
Investment Period
business (Apr 15 – Mar 16)
Expansion of deck cover and
canopy capacity
THB 300 mm Fiscal year 2016
(Apr 15 – Mar 16)
Expansion of side step capacity THB 100 mm Fiscal year 2017
(Apr 16 – Mar 17)
Plastic container
business
Expansion of PET cup capacity THB 100 mm Fiscal year 2015
(Apr 14 – Mar 15)
Expansion of plastic sheet
capacity
THB 100 mm Fiscal year 2016
(Apr 15 – Mar 16)
Expansion of fully equiped PET
cup capacity
THB 400 - 500 mm Fiscal year 2017
(Apr 16 – Mar 17)
Related Party Transaction (“RPT”)
The Audit Committee no.5/2014 held on 15 August 2014 has considered the related party transactions of the Company in fisical year 2014 (April 2013 – March 2014)
and first half of fisical year 2015 (April – September 2015) with a discussion with managements and related juristic person. As the notes to audited financial statements
reviewed by the Audit Committee, RPT is under the Company’s normal business in accordance with the general business terms and on the arm’s length basis.
Moreover, there is no transfer of interests and benefits between the Company and conflict person. RPT for fiscal year 2014 and first half of fiscal year 2015 are as
follows;
Conflict Person
Juristic person/company who might have conflict of interest Nature of Business Relationship
Vitoorapakorn Group
- � Vitoorapakorn Group holds 100% share in the Company before offering
IPO shares to public, and after IPO Vitoorapakorn Group holds 75%
share in the Company
� Vitoorapakorn Group has 5 board seats in the Company including (1)
Note:3/The Company hold 30,0% of common share in TER, however the Company has rights to receive dividend and voting right only 20% as there is 25,000
preferred shares holding by TRI, which the preferred shares have rights to vote and receive dividend 30 times of common shares. In addition, the Company has
reserve matters on TER as stated in the shareholder agreement and article of association that important agenda required at least 81% favorable vote
Change in Capital in the last 3 years
Unit: THB mm
Date Capital
Increase/(Decrease)
Post-capital
Increase/(Decrease) Objectives
7 August 2013 700.0 2,800.0 Initial Public Offering of 700 million
shares with par value of THB 1.0 per
share and selling price of THB 5.8 per
share. The company’s objectives of this
fund raising is to use for business
expansion and paid back debt
Accounting Period
1 April to 31 March
Auditor Mr. Sudwin Khantipanyawong
PricewaterhouseCooper (Thailand) (“PwC”)
Registrar Thailand Securities Depository Co., Ltd
Financial Advisor The Siam Commercial Bank Public Company Limited
Lead Underwriter SCB Securities Co., Ltd
Dividend Policy
Company
The Company has a policy to pay dividend by considering the capability of paying dividend from
accumulated the company net profit, in which the company will pay at not less than 30% of net profit of
consolidated financial statement after tax and legal reserve. The decision of the dividend payment is based
primarily on benefits to the shareholders regarding, for instance, the Company financial position or reserve of
funds for future investments as decided by board of director
Subsidiary
All of the company’s subsidiaries have a policy to pay dividend to the shareholders not least than 50% of net
profit of separated financial statement after tax and legal reserve. The decision of the dividend payment is
based primarily on benefits to the shareholders regarding, for instance, the Company financial position or
reserve of funds for future investments as decided by board of director. The dividend payment shall not
affect the Company normal operation.
B.O.I. Certificates
Business No. of B.O.I.
Certificates
Starting date – Expired date
Insulation Business 1233/อ./255 19 January 2012 – 18 January 2017
1232(2)/อ./2556 9 June 2014 – 8 June 2022
9 June 2022 – 8 June 2027
Car Accessories Business 1389/2542 12 January 2001 – 11 January 2014
2083(2)/2548 7 January 2010 – 6 January 202
178 (2)/2549 Not Generate Revenue yet
1014(2)/2554 Not Generate Revenue yet
1902(2)/2556 Not Generate Revenue yet
Plastic Packaging Business 1588/2544 20 September 2003 – 19 September 2011
1139(2)/2552 26 October 2011 – 25 October 2019
1652(2)/2554 8 April 2014 – 7 April 2107
Research and Development 2023(4)/2549 14 September 2010 – 13 September 2018
No. of Shareholders As of 22 December 2014 No, of
Shareholder
No. of
Shares
% of paid up
capital
1. Strategic shareholders
1.1 Directors, manager, and executive management
Including related persons and associated persons
17 2,100,000,000 75.0
1.2 Shareholders who have a holding of above 5%
Including related persons
- - -
1.3 Controlling Shareholders - - -
2. Non-strategic shareholders hold > 1 trading unit 6,612 700,000,000 25.0
3. Non-strategic shareholders hold < 1 trading unit - - -
Total Shareholders 6,629 2,800,000,000 100.0
Major Shareholders As of 22 December 2014
Shareholders Pre IPO Post IPO
No.of Shares % No.of Shares %
1 Vitoorapakorn Group
Vitoorapakorn Holding Co., Ltd*
Mr. Pawat Vitoorapakor
Mr. Teerawat Vitoorapakorn
Mr. Chumnan Vitoorapakorn
Mr. Chalieo Vitoorapakorn
Mr. Ekawat Vitoorapakorn
Mr. Tanawat Vitoorapakorn
Miss Rungravee Vitoorapakorn
Miss Naowarat Vitoorapakorn
Miss Warapin Vitoorapakorn
Miss Ratipin Vitoorapakorn
Mrs. Tia Siu Buai
Miss Ratiporn Chaiyangyuen
Miss Wariya Theerajaruwat
Miss Nisna Theerajaruwat
Mr. Pawit Theerajaruwat
Mr. Tawin Theerajaruwat
2,100,000,000
1,679,999,800
92,400,100
63,000,100
58,800,000
54,600,000
50,400,000
29,400,000
14,700,000
14,700,000
8,400,000
8,400,000
8,400,000
8,400,000
2,100,000
2,100,000
2,100,000
2,100,000
75.0
60.0
3.3
2.3
2.1
2.0
1.8
1.1
0.5
0.5
0.3
0.3
0.3
0.3
0.1
0.1
0.1
0.1
2,100,000,000
1,679,999,800
92,400,100
63,000,100
58,800,000
54,600,000
50,400,000
29,400,000
14,700,000
14,700,000
8,400,000
8,400,000
8,400,000
8,400,000
2,100,000
2,100,000
2,100,000
2,100,000
100.0
80.0
4.0
3.0
2.8
2.6
2.4
1.4
0.7
0.7
0.4
0.4
0.4
0.4
0.1
0.1
0.1
0.1
Shareholders Pre IPO Post IPO
No.of Shares % No.of Shares %
2 Social Security Office 10,298,800 0.37 - -
3 Provident Fund of the EGAT 10,011,300 0.36 - -
4 MFC Dividend Mutual Fund 8,643,800 0.31 - -
5 Mr. Sompong Chonkadeedhumrong 8,080,000 0.29 - -
6 Thai Value Focus Dividend Mutual Fund 7,634,000 0.27 - -
7 Krung Sri Long Term Dividend Fund 7,020,200 0.25 - -
8 Thai Life Insurance Co., Ltd. 6,909,200 0.25 - -
9 Provident Fund of the PEA (Provincial
Electricity Authority) 6,881,200 0.25 - -
10 SCB Equity for living Mutual Fund 6,281,900 0.22 - -
11 Other 628,239,600 22.4 - -
Total 2,800,000,000 100.0 2,100,000,000 100.0
Note : List of Vitoorapakorn Holding’s Shareholder consists of Mr. Pawat Vitoorapakorn, Mr. Teerawat Vitoorapakorn, Mr. Chumnan
Vitoorapakorn, Mr. Chalieo Vitoorapakorn, Mr. Ekawat Vitoorapakorn, Mr. Tanawat Vitoorapakorn, Miss Rungravee Vitoorapakorn, Miss
Naowarat Vitoorapakorn, Miss Warapin Vitoorapakorn, Miss Ratipin Vitoorapakorn, Mrs. Tia Siu Buai, Miss Ratiporn Chaiyangyuen, Miss
Wariya Theerajaruwat, Miss Nisna Theerajaruwat, Mr. Pawit Theerajaruwat and Mr. Tawin Theerajaruwat
Foreign Shareholders
As of 22 December 2014, the Company has 40 foreign shareholders, totaling 26,667,900 shares 0.95% of total paid
up capital).
Note: The Company has the restriction regarding shareholding of foreigners in compliance with clause 10 of the Company’s regulation,
which states that share of the Company can be liberally transferred without constraint and shares hold by non-Thai individuals at any time
must not exceed forty-nine percent (49%) of total shares of the Company. Any shares transfer that may cause the proportion of
shareholding by non-Thai persons to exceed the limit of the percentage mentioned, the Company has the right to refuse such transfer of
the Company.
Board of Directors
As of 14 November 2013, the Board of Directors comprise of 9 directors as follow
Member of Board of
Directors
Position
(EPG)
Date of
Appointment
(EPG)
AFC ARK EPP
1. Mr. Vachara
Tuntariyanond
Chairman of the board of
director/ Independent
director/ Chairman of Risk
Management Committee
8 August 2013 - - -
2. Dr. Pawat
Vitoorapakorn
Vice-Chairman of the board
of director/ Chairman of
Executive Committee/ CEO
8 August 2013 Director Director Director
3. Mr. Teerawat
Vitoorapakorn
Director/ Member of
Executive Committee/
Nomination and
Remuneration Committee
8 August 2013 Director Director Director/ CEO
4. Mr. Chumnan
Vitoorapakorn
Director/ Member of
Executive Committee
/Member of Risk
Management Committee
8 August 2013 Director/
CEO Director Director
5. Assoc.Prof.Dr. Chalieo
Vitoorapakorn
Director/ Member of
Executive Committee/
Nomination and
Remuneration Committee
8 August 2013 Director Director Director
6. Mr. Ekawat
Vitoorapakorn
Director/ Member of
Executive Committee
/Member of Risk
Management Committee
8 August 2013 Director Director/ CEO Director
7. Mr. Chaiwat
Atsawintarangkun
Chairman of Audit
Committee/ Independent
director/ Member of Risk
Management Committee/
Chairman of Nomination and
Remuneration Committee
8 August 2013 - - -
8. Mr. Thanachai
Santichaikul
Audit Committee/
Independent director/
Nomination and
Remuneration Committee
8 August 2013 - - -
9. Mr. Panchai
Wattanachai
Audit Committee/
Independent director/
Nomination and
Remuneration Committee
8 August 2013 - - -
Note: The board of directors meeting No. 11/2013 held on 4 December 2013 passed a resolution appointing Miss Rungravee Vitoorapakorn as corporate
secretary
Audit Committee
As of 8 August 2013, the board of directors pass a resolution appointing the audit committee as follow
Members of the audit committee
1. Mr. Chaiwat Atsawintarangkun Chairman of Audit Committee
2. Mr. Thanachai Santichaikul Audit Committee
3. Mr. Panchai Wattanachai Audit Committee
Secretary to the audit committee: Mrs.Yaowaporn Ranorm
Scope of duties and responsibilities:
Shareholder Extraordinary Meeting No. 1/2013 held on 8 August 2013 passed a resolution appointing the scope
of duties and responsibilities of audit committee as follow
1.To verify that the Company has an accurate and adequate financial statements
2.To verify that the Company has proper and effective internal control and internal audit system and to
review the independence of internal audit function of the Company. To approve the appointment,
transfer or eliminate the head of internal audit function responsible for the internal audit of the
Company.
3.To review the company’s compliance with the law on securities and exchange, the regulations of the
Stock Exchange of Thailand, and the laws relating to the company’s business
4.To consider, select, propose an appointment, and propose remuneration to auditors of the Company
and meeting with the auditor without management attendance at least once a year
5.To consider related party transaction complying with the laws regarding securities and The Stock
Exchange of Thailand and regulations of The Stock Exchange of Thailand.
6.To prepare, and disclose in the company’s annual report, an Audit Committee’s report which must be
signed by the Chairman of the Audit Committee and consist of at least the following information:
a. an opinion on the accuracy, completeness and credibility of the company’s financial report;
b. an opinion on the adequacy of the company’s internal control system;
c. an opinion on the compliance with the law on securities and exchange, the regulations of the
Stock Exchange of Thailand, or the laws relating to the company’s business;
d. an opinion on the suitability of an auditor;
e. an opinion on the transactions that may lead to conflicts of interests;
f. the number of the Audit Committee meetings, and the attendance at such meetings by each
committee member;
g. an opinion or overview of comments received by the Audit Committee from its performance of
duties in accordance with the charter; and
h. Other transactions which, according to the Audit Committee’s opinion, should be known to the
shareholders and general investors
7.Perform any other act as assigned by the company’s board of directors, with the approval of the Audit
Committee. Audit Committee will directly report to the Board of Directors of the Company
The Number of year in duty
� Chairman of Audit Committee 3 years
� Audit Committee 3 years
Listing Condition None
Silent Period
Shareholders, who own common shares before the Company’s public offering, holding 1,540,000, 000 shares or 55% of
paid up capital after the initial public offering certify to the Stock Exchange of Thailand that their shares will not be sold
for the period of one year from the first trading date. Upon the expiry of 6 months period of the prescribed time, those
shareholders will be allowed to sell 25% of the total amount of shares prohibited for sale and the rest after one year.
Relaxation from the Stock
Exchange
None
Statistic Summary
Financial Year End
(End
31 Mar)
Revenue
(THB mm)
Profit
(Loss)
(THB
mm)
EPS(Loss)
(THB/Share)
Dividend
(THB/Share)
Par value per
share*
(THB/Share)
Payout
Ratio
(%)
2012 5,627.7 480.3 0.2 0.2 1.65 94.9
2012 6,750.1 787.2 0.4 1.1 1.12 286.6
2014 6,591.8 630.4 0.3 0.0 1.35 0.0
1H2015 (End 31 Sept
2014) (Reviewed) 3,465.4 301.8 0.1 0.1 1.40 66.1
Note: Par value 1.00 THB/share calculated from paid up capital of 2,800 million shares
The Securities and Exchange Commission
Eastern Polymer Group Public Company Limited
Statement of Financial Position
For the Year Ended 30 April 2011 to 31 March 2014 and For the Half Year Ended 30 September 2014
In FY 2012, the Company had restructured the holding of its company under control and form the holding company;
therefore, the Company prepares performa financial statement to simulate a current holding structure since 1 April
2011. Financial Statement for FY 2012-2014 and 1H2015 are reviewed by Mr. Sudwin Panyawong, SEC listed auditor