(Translation)

- Information Memorandum Golden Lime Public Company Limited (SUTHA)

Head Office

8/222 Moo 3, Srisamarn Road, Soi 2 Banmai, Pakkred, Nonthaburi 11120 Thailand
Tel: +66(0) 2961 8652-6 Fax: +66(0) 2961 8650-1
Website : http://www.goldenlime.co.th

Factory Location

The Company has 2 factories

1) Sarika Factory: No.7 Soi 11 Sai 3 Moo 12 Saraburi-Lomsak-Saimai Road, Chongsarika Subdistrict, Patthana Nikom District, Lopburi, 15220
Tel: +66 (0) 3643 6178 Fax: +66 (0) 3643 6426
2. Napralan Factory: No.61 Moo 1 Phahonyothin Road, Napralan Sub-district, Chaloemprakiat
District, Saraburi 18240
Tel: +66 (0) 3635 1196 Fax: +66 (0) 3635 1195

Listing Date

As at 3rd April 2014 (Trading commencement on 3rd April 2014)

Listing Securities

300,000,000 common shares with a par value of THB 1 per share totaling THB 300,000,000

Capital

As at 3rd April 2014 (Trading commencement)

Registered Capital:
Common Shares THB 300 million (300 million shares)
Paid-up Capital:
Common Shares THB 300 million (300 million shares)

Secondary Market

The Stock Exchange of Thailand (SET)

Offering Price

THB 3.70 per share

Offering Date

26th March 2014 : 28th March 2014

Use of IPO Proceeds

Golden Lime Pcl. (<The Company=) estimates the net proceeds of the initial public offering (<IPO=) to be approximately THB
277.50 million, after deducting underwriting fees for the distribution of securities and other expenses in relation to the IPO, THB
265.69 million is expected to be received by the Company. The Company intends to use the net proceeds of the IPO as follows:
Purpose of Fund
1.
2.
3.
4.
5.

Estimated Amount
(THB million)
50.00
70.00
20.00
15.69
110.00
265.69

Capacity expansion in Calcium Hydroxide business

Investment in high-volatile coal grinding machine
Investment in lime-related business
Working capital
Repayment of loans from financial institutions
Total

1 / 24

Estimated Period for

Utilization
2014
2014 - 2015
2014 - 2015
2014 : 2014
2014

Green Shoe Option (if any)

- None -

Type of Business and Nature of Operation

Nature of Products
SUTHA engages in manufacturing and distribution of 1) Lime (Calcium Oxide and Calcium Hydroxide) 2) Calcium Carbonate 3)
trading products and other products and services, and 4) sales and installation of lime production machineries and equipment.
Lime is widely used in production process of various industries, for example, steel, pulp and paper, mining, sugar, construction,
and chemical industries. For Calcium Carbonate, it can be used as filler and/or extender in plastic and rubber industries. The
Company supplies lime and Calcium Carbonate for both domestic and oversea customers.
The Company has 2 factories located in Chongsarika Sub-district, Lopburi and Napralan Sub-district, Saraburi. SUTHA has 6
kilns for burnt lime operating 24 hours a day, with a production capacity of 900 tons/day (328,500 tons/day quicklime capacity).
Kilns are automatically controlled by modern computerized system and closely monitored by experienced and skilled staffs. The
CompanyDs products and services can be divided into 3 categories as follows:
1)

Lime Product

1.1) Calcium Oxide (CaO) or Quicklime

Quicklime is derived from burning limestone, containing mostly Calcium Carbonate (CaCO3), at approximately 900 degree
Celsius. Limestone turns into Calcium Oxide (white-burnt limestone sized 1.5-4=). A lump of quicklime can be ground into smaller
size as pebble or powder. The Company supplies quicklime in the form of lump, pebble and powder depending on customersD
specific needs.
1.2) Calcium Hydroxide (Ca(OH)2) or Hydrated Lime
Hydrated Lime is a continuing production process from quicklime production. Burnt lime (Quicklime) is ground and treated with
water (H2O). After a chemical reaction (Quicklime and water), Calcium Hydroxide is derived, in a powder form.
2) Calcium Carbonate (CaCO3)
Calcium Carbonate is the product resulting from grinding calcite (with high degree of whiteness) into very small particles. The
Company supplies as Uncoated Calcium Carbonate or Coated Calcium Carbonate (Uncoated Calcium Carbonate coated with
stearic acid).
3) Trading products and other products and services
Trading products for domestic and oversea customers comprise of trading of lime and Calcium Carbonate products, chemicals
used in food and plastic industries1/, and coal2/ (the type that SUTHA uses as fuel currently). In addition, the Company provides
grinding services to customers.
Most of trading products are lime and Calcium Carbonate, of which, the Company purchases from other suppliers in the case
that the Company cannot supply products as requested by customers or there is an urgent demand.
4) Sales and installation of machinery and equipment
The Company sells, assembles and installs machineries and equipment relating to production of lime, including lime kilns,
Calcium Oxide conveyance systems, fuel burning parts, etc. as well as providing advisory services to clients on procurement,
installation, production and maintenance of equipments and machineries. The Company began this business at the end of 2013.
Revenue Structure:
1/
2/

In 2012 company decided to focus more on its core business (lime related business) and reduced the sales of food and plastic related chemical products
The company started to engage in coal trading business in the beginning of 2013

2 / 24

2011
2012
2013
THB million Percentage THB million Percentage THB million Percentage
744.56
99.27
832.60
99.38
850.98
99.28

1. Revenue from Sales and Services

Lime (Calcium Oxide and Calcium
622.56
83.00
737.27
88.00
Hydroxide)
- Domestic
583.74
77.83
663.75
79.23
- Oversea
38.82
5.18
73.52
8.78
Calcium Carbonate
44.28
5.90
57.30
6.84
- Domestic
39.72
5.30
53.19
6.35
- Oversea
4.56
0.61
4.11
0.49
Trading Products, other products and
77.71
10.36
38.04
4.54
services
- Domestic
38.30
5.11
23.73
2.83
- Oversea
39.41
5.25
14.31
1.71
Sales of equipments and machineries
2. Gain/Loss from foreign currency
0.95
0.13
0.82
0.10
exchange
3. Other Revenues1/
4.53
0.60
4.37
0.52
Total
750.03
100.00
837.80
100.00
1/
Remark: Other Revenues include rental fees, interest income, and gain from sales of properties, etc.

762.89

89.00

682.76
80.13
47.52
45.90
1.62

79.66
9.35
5.54
5.36
0.19

39.91

4.66

39.72
0.19
0.67

4.63
0.02
0.08

1.31

0.15

4.85
857.14

0.57
100.00

Target Customers:
The CompanyDs customers can be categorized into 2 main groups which are 1) Industrial users/manufacturer both domestic and
oversea that use quicklime for their production process 2) Distributors/traders who resells products to end users. For the
industrial users, the CompanyDs major customers are manufacturers in the following industries: steel, chemical, sugar, mining,
pulp and paper, etc.
For domestic industrial customers, steel industry accounts for 28-47 percent of the CompanyDs total domestic lime sales followed
by the chemical and sugar industries.
In 2013, the Company has more than 200 customers, of which, the top ten customers account for 52.4 percent of the CompanyDs
revenues from sales and services. Out of the top ten customers, eight are engaged in long-term contracts (more than 6-month
period) with SUTHA. Only one customer accounts for more than 10 percent of revenues from sales and services, while none
accounts for more than 30 percent.

Distribution Channels:
The Company focuses on 2 main distribution channels as follows:
1) Direct Distribution
The Company mostly focuses on direct sales to clients, including industrial manufacturers, traders/distributors, wholesalers,
retailers, and retail customers. Its marketing team, who has an insightful knowledge of CompanyDs products, will contact
customers directly in order to understand their specific needs and give advice on/recommend the products that suit their needs.

2) Distribution through Sales Agents/Traders

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Sales agents and traders are alternative distribution channels, particularly sales to government unit/department or any stateowned enterprise, in order to enhance flexibility and efficiency in distribution process.
The Company utilizes direct sales effort at more than 90 percent of revenues from sales and services.
Procurement of Products
Currently, the Company has 2 factories located in Chongsarika Sub-district, Lopburi (total area of 151 Rais) and Napralan Subdistrict, Saraburi (total area of 29 Rais). The factoriesD main machineries and equipments include 6 kilns (with a total quicklime
production capacity of 328,500 tons/year), hydrators (with a total Calcium Hydroxide production capacity of 61,300 tons/year),
Calcium Carbonate grinding machines, quicklime grinding machines, and fuel (coal) grinder machines. In 2010-2012, the
Company invested in new kilns and obtained investment privilege from the Board of Investment of Thailand (BOI) for a total
production of 356,000 tons.
Calcium Oxide (Quicklime) Production Process
1. Limestones are kept in an underground tunnel, then transferred to a limestone classifier/cleaner in order to filter under- or
oversized limestones out and clean out dirts
2. Limestones are automatically transferred by conveyor belts into buckets, and then buckets load limestones into kiln
3. Limestones are heated and burnt at approximately 900 degree Celsius in a closed system with a computerized and
automated controlling program for 18 hours through calcinations process
4. Once the burning process is completed, cool air is blown to the output products, quicklime, to reduce temperature, before
sorting out physically non-quality quicklime. The staff conducts sampling test of water reactivity and collects samples of
burnt limes to the quality control (QC) department
5. Quicklime (burnt lime) is loaded into a silo or a storage warehouse
6. If customerDs specification is pebble or powder forms of quicklime, the Company will grind quicklime (lump) to obtain
specific product size in order to match the customersD demand
7. Finally, quicklime (lump/pebble/powder) is loaded into package or bulk truck together with an issuance of Certificate of
Analysis (COA) (upon customersD request) and then the product will be transported to the customers.
Calcium Hydroxide (Ca(OH)2) Production Process
1. Burnt lime from Calcium Oxide production process is grinded to a powder form and used as raw material for Calcium
Hydroxide production
2. Treats Calcium Oxide (Powder) with water in a hydrator machine
3. Once Calcium Oxide makes chemical reaction with the water, Calcium Hydroxide is produced. The staff will collect a
sample of hydrated lime and send to the quality control (QC) department
4. Finally, hydrate lime is loaded into package or bulk truck together with an issuance of Certificate of Analysis (COA) (upon
customersD request) and then the product will be transported to the customers.
Calcium Carbonate (CaCO2) Production Process
1. Examine the physical quality of Calcite
2. Grind the calcite with a ball mill machine
3. Collect a sample of Calcium Carbonate and send to the quality control (QC) department
4. If the customerDs specification is Uncoated Calcium Carbonate, the Company loads grinded Calcium Carbonate into
packages and delivers to the customers
5. If the customerDs specification is Coated Calcium Carbonate, grinded Calcium Carbonate will be mixed with stearic acid to
be Coated Calcium Carbonate, then load products into packages and deliver to the customers
Procurement of Raw Materials, Fuels and Trading Products

4 / 24

Main raw materials for the CompanyDs production process are limestone and Calcite. In 2011-2013, the portion of limestone
accounts for 88-94 per cent of total stones purchased.
Raw Materials
1) Limestone
In 2011-2013, the Company ordered limestone from 6-9 domestic suppliers, of which, the Company have been doing business
with for more than 3 years. Quality of lime, transportation distance, pricing, age of mining concession, and services are key
considerations for the Company in choosing supplier. Limestone is transported to the Company by either supplierDs logistics or
the CompanyDs depending on each agreement, transportation costs is paid by the Company.
To ensure the quality and secure sources of raw materials, the Company regularly assigns its own geologist to collect limestone
samples from mining sites and test raw material quality in existing and new sites. In addition, the CompanyDs geologist also
provides recommendations to suppliers in relation to types of limestone suitable for lime production.
2) Calcite
The Company purchases calcite from 3-5 domestic suppliers. Whiteness, pricing and services are the main consideration factors
for choosing supplier. The Company regularly assigns its own geologist team to collect samples of calcite to test their quality in
order to ensure quality of calcite.
Fuel - Coal
The Company purchases specific coal from the suppliers in both long-term contracts (3-6 months) and one-time shipments. The
price of the coal is typically quoted in 2 methods : 1) fixed price (in USD) and varied price (based on ICE Newcastle Coal index
at delivery point). The Company is accounted for product cost, freight cost, and transportation expenses.
Trading Products
Trading products include Calcium Oxide, Calcium Hydroxide, Calcium Carbonate, etc. When product shortages occur, the
Company purchases such products from nearby producers in order to fulfill customersD orders.
Lime Industry
The Company produces and sells lime and Calcium Carbonate (CaCO3) which are used in various industrial
production processes, such as the steel, chemical products, sugar, mining, and fiber and paper industries. From the CompanyDs
survey information, the volume of demand for lime products in 2014 is expected to be at least 970,000 tons. The Company
projects that the construction industry will make up the largest share of the demand at approximately 20.7%, followed by the fiber
and paper, steel, sugar, and chemical products industries, with demand shares of 18.7%, 18.1%, 17.9%, and 13.8%
respectively.
Regarding import and export, in 2013, quick lime, slaked lime, and hydraulic lime products had a total export value of
THB 881.8 million and a total import value of THB 30.5 million, calculated to a balance of trade of THB 851.3 million : a reduction
of 10.2% from 2012. In 2013, most of ThailandDs lime products export was to Lao PDR, with a total export value of approximately
THB 290.3 million, followed by South Africa, Australia, Tanzania, India, Japan and Indonesia. Each country has different industrial
usage demands for lime products.
Furthermore, apart from the domestic demand of lime products and their import/export trends, the growth of lime
products also fluctuates according to related industries and the overall state of the economy. The majority of the CompanyDs
revenue is from the domestic sales of products to industrial customers, including the steel, chemical products, sugar, mining,
and fiber and paper industries. Some export to distributors and operators are also used in industries, such as mining and plastic
industries, which results in the business operation of the Company having direct relationships with the growths of the
aforementioned industries.

5 / 24

Industry Competition
Currently, there are 122 factories all over Thailand operating in lime business, mostly situated nearby lime mining for ease of
transportation such as Saraburi, Lopburi, Nakhon Ratchasima, Ratchaburi. Among 122 factories, only 16 (12 companies) of them
have invested capital more than THB 50 million or have more than 1,000 horsepowers of machineries and equipment, which are
key of being large lime manufacturer of the country as shown below.
Unit: THB million
No.

Factory/registered name1/

No. of
factory1/

Chememan Co.,Ltd.

Golden Lime Pcl.

3
4
5

Lime Master Co., Ltd.

Bangkok C A O Co., Ltd
Saraburi Quicklime Co., Ltd
Siam P.P. International Co.,
Ltd

1
2
1

Lopburi
Saraburi
Saraburi
Saraburi
Saraburi

Saraburi

Thongpol Co., Ltd

Nakhon
Ratchasima

1
1

6
7
8
9

Siam Lime Products Co.,

Ltd
L.S.M. (1999) Co., Ltd

10 United Lime Co., Ltd

11 Thai Lime 2555 Co., Ltd

12

Lime Chemical Industrial

Co., Ltd.

Registered Revenue
Capital2/ from sales2/

Location1/
Saraburi

Net
Profit2/

Invested
Capital1/

Horsepower1/

Remark3/

Quicklime capacity of
350,000 tons/year
Quicklime capacity of
46,001.26 HP
328,500 tons/year
3,238.80 HP
2,769.75 HP
4,488.75 HP

450.00

1,569.37

108.06

225.00

832.60

111.75

326.50

140.00
100.00
38.80

507.66
240.86
236.63

(0.57)
(10.03)
(15.03)

51.40
242.33
100.00

20.00

171.71

(0.68)

3.00

172.21

(0.51)

70.00

Saraburi

27.88

98.77

4.73

95.00

982.56 HP No Kiln

Ratchaburi
Nakhon
Ratchasima
Nakhon
Ratchasima

10.00

112.45

429.20 HP Dolomite

65.00

38.43

(13.26)

2,934.30 HP

2.00

0.01

(0.32)

73.50

2,848.81 HP

19.00

1,288.50 HP Bankruptcy since 1999

Saraburi

&

1,532.65 75,485.75 HP

110.50 12,566.11 HP
2,310.74 HP

Established on 4 July
2012

Remark: 1/ Information from Department of Industrial Works as of 15 Feb 2013

2/
Financial information from Business Online (BOL) as of Financial year 2012
3/
Information from companyDs website and BOL
According to the financial information in 2012 from BOL, Golden Lime ranked in the 2nd place in term of sales, 1st place in term of
net profit, and 2nd in term of quicklime capacity at 328,500 tons/year, less than Chememan. Chememan (manufacturer and
distributors of both limestone and quicklime) has a total production capacity of 350,000 tons/year. Top 5 lime manufacturers
ranked by revenue of sales are Chememan Co., Ltd., SUTHA, Lime Master Co., Ltd., Bangkok CAO Co., Ltd., and Saraburi
Quicklime Co., Ltd., all of them situate in Saraburi and Lopburi province.
The Company is a manufacturer and distributor of lime and Calcium Carbonate for both domestic and oversea customers. With a
management team with over 30-year experience and more than 10 years of operation, the Company can leverage its know-how
on kiln technology, selection of raw materials, and production controlling system to meet each customerDs demand. Furthermore,
the Company also provides advice on lime application suitable to each customerDs production process, leading to strong
relationship with customers and expanding its customer base. In term of cost controlling, the Company can leverage its knowhow to lower cost of production while achieving greater production efficiency. All of aforementioned factors result in financial
performance and drive the Company to be one of the leaders in the lime industry in Thailand.
Environmental Impacts
The Company recognizes the importance of the surrounding environment, hence, the Company has a policy on air emission and
waste control. All kilns are equipped with dry and wet system controlling the air disposal. Moreover, watering and plantation

6 / 24

around the factoryDs area are to reduce the diffusion of dust and pollution particles. For wastewater treatment, water from the
production process is circulated and recycled within the factory.
For waste management, the Company assigns approved third party company (approved by Department of Industrial Works) to
dispose wastes from production. As for air emission quality, the Company has received test results on environmental quality for
the period of October 2013, issued by Environmental & Resource Development Co., Ltd. (authorized and registered with the
Department of Industrial Works as a private laboratory). The results are as follow:
Item
1. Air emission from KilnsD exhaust
Total Suspended Particulate
Sulfur Dioxide
Oxides of Nitrogen
Carbon Monoxide
2. Quality of air in general environment
Total Suspended Particulate 24 hours

Unit

Criteria

Results of 2013 measurements

mg/m3
ppm
ppm
ppm

Not more than 320

Not more than 700
Not more than 400
Not more than 690

111 - 285
<0.10 : 26
50 - 196
116 - 218

mg/m3

Not more than 0.33

0.195 - 0.322

From the above table, the CompanyDs air emission and air quality in general environment is within standard limit1/. The Company
continuously conducts an environmental measurement in order to assess impacts on all surrounding communities. Since
establishment until present, the Company has never received any complaint or faced any dispute on environmental issues from
surrounding communities/government entities. The environmental assessment is conducted as a reference and was not
distributed to any third parties. Furthermore, the company has received ISO 14001:2004 certification for its environmental control.
Summary of Material Contracts
1. Leased Contract
Counter Party

Mr. Kitimethee Monsereenusorn (Lessor)

Date of Contract

30 May, 2012, latest amendment on the contract is on 8 March 2013

Contract Duration

3 years (Ending 31 March, 2015)

Rental Fees

Monthly rental fees of THB 82,800 shall be paid within 1st : 7th day of every month

Summary of the Contract

1/

The Company rents the office space located at 8/222 Moo 3, Srisaman Road, Soi 2 Ban Mai, Pakkred,
Nonthaburi from the lessor, including parking space of 120 Sqm, total utilized area of 602 Sqm.

Extension of contract: 2 times (3 years each)

Lessee shall not engage in any sub-rental agreement to a third party without any written consent from the
lessor

In case of contract extension, the lessee agrees with lessor that rental fee increment is 10% from the fee in the
latest rental agreement

According to the announcement of Industry Ministry on amount of contaminants of air emitted from factory, 2006

7 / 24

2. Sales Contracts with Customers

Nature of Contract

Buyer agrees to purchase lime at indicative quantity (mostly monthly or yearly

usage amount) during the period as specified in the contract

Pricing

Price is based on Fuel Oil 1500 wholesale price and transportation cost pegged
with diesel price

Product Specification

Specification includes available CaO/ Ca(OH)2), humidity level, contaminant level,

reactivity, residual size (burnt lime (lump)), form of the product
(lump/pebble/powder), etc.

Payment Term

Buyer agrees to pay the Company within a specified period in the contract (mostly
30-60 days) after delivery is made

Other Terms

In case the Company is unable to deliver the products as specified period, quality
or quantity, the seller agrees to be bound by :
-

Quantity and delivery: In case of any delayed/undelivered/substandard

shipment, the seller shall compensate 25 percent of total amount of
undelivered/delayed/substandard shipment to the buyer

Cancellation all or part of the contract: Fine is subjected to the seller not
exceeding 25 percent of the value of the canceled goods; the seller must
reimburse all the extra cost of the goods if the buyer has to purchase the
same type, quality and quantity of goods from a different supplier

3. Fuel Purchasing Contract from Overseas

Nature of the Contract

Features as long-term contract (shipment covering 3-6 months) and one-time

shipment contract

Pricing

The Company submits bidding price to the supplier, referencing the market price
at time of bidding and price of previous contracts. The purchase contracts has 2
pricing methods depending on each contract: 1) as agreed in fixed USD and
pricing referencing the ICE global coal Newcastle Index at the time of delivery
(using FOB delivery term)

Payment Term

Paid via Trust Receipt (T/R) of financial institutions to import such fuel

4. Joint Venture Agreement ns)py

Counter Party

PT Krakatau Industrial Estate Cilegon (with Golden Lime PCL)

Date of Contract

26 November, 2013

Summary of the Contract

Purpose of Joint Venture:

The development, engineering, construction, shareholding, and maintenance of a

lime-producing factory and related machineries, to be located in Indonesia, with a
production capacity of approximately 450 ton/day (3 lime kiln with capacity of 150
ton/day each)

Joint Venturen capacity of approximately 450 ton/day (3 lim

8 / 24

Capital Structure:

The contract parties will invest in registered capital of IDR 70.81 billion, of which 10
percent shall be invested by the Company and 90 percent shall be invested by
KIEC. The Joint Venture will have a development period of approximately 18
months after the hiring of a construction contractor and procurement of
machineries and equipment

Responsibilities of Parties:

Golden Lime PCL shall act as an engineering advisor and supporter, as well as
procuring machineries and equipment relating to the project, and KIEC shall assist
in obtaining permits and/or other related documents

Feasibility Study (if any)

- None -

Technical and Management Assistance

- None -

Future Plans
With the CompanyDs and managementsD experience and expertise in lime and Calcium Carbonate industries such as kiln
development, production excellence, and quality control, the Company plans to invest in lime and Calcium Carbonate-related
business both domestic and oversea to heighten the growth, competitive advantage, and maximize shareholdersD value. Below
are some future projects of the Company:
1)

Capacity expansion for Calcium Hydroxide (hydrated lime)

The Company plans to expand capacity for hydrated lime by building 2 Calcium Oxide grinding machines at the Napralan
factory (Calcium Oxide is a main input for hydrated lime production) and another hydrator machine at Chongsarika factory. Such
investment leads to the capacity expansion of hydrated lime from 61,300 to 91,900 tons/year. With higher hydrated lime
production capacity, the Company shall penetrate new markets and enjoy higher revenue and profit margin as well as reduce the
risk from reliance on one product line, quicklime.
Currently, the project is under construction and estimated to be completed during 2013-2014 with total investment cost of THB
80 million.
2)

High volatile coal grinding system & machine

The current coal grinding machine is unable to grind high volatile coal. In order to have an alternative fuel and production cost
optimization reducing risk of single-fuel reliance, the Company expects to invest in coal grinding machine and system. Expected
the completion date is by 2014 and the total investment cost is estimated to be THB 70 million.
3)

Investment in lime-related businesses

The Company plans to invest in lime-related businesses both domestically and internationally e.g. investment/joint venture,
acquisition, to expand capacity, widen customers base and increase revenues. The Company is during the search of potential
investment opportunities to conduct further feasibility study and expect such investment during 2013-2015.
On 26 November, 2013, the Company entered into a Joint Venture Agreement (JVA) with PT Krakatau Industrial Estate Cilegon, a
subsidiary of PT Krakatau Steel, a major Indonesian steel manufacturer, in order to establish a joint venture to develop a lime
production and sales project, with a production capacity of 450 ton/day (3 lime kilns with capacity of 150 ton/day each). Once
production has begun, the majority of the produced lime will be used in steel factories belonging to PT Krakatau SteelDs group.
The joint venture, PT Krakatau Golden Lime, is currently in the registration process in Indonesia, where the Company will invest in
10 percent of the total registered capital of IDR 70.81 billion (approximately THB 19.54 million), in accordance with the JVA.
4)

Supplying KilnsCupplying Kilnt commissioning of lime kiln

9 / 24

The Company expects to utilize its working capital to engage in kilnsD supply and commissioning services e.g. sourcing of kilnsD
parts, commissioning of kiln. This business is developed from the managementDs in-depth knowledge and experience in lime
business.
On 1 October 2013, SUTHA entered into sales contract with an Indonesian customer to supply kilnsD main parts1/ of a 150-tonper-day kiln including steel structure, refractory bricks, coal firing equipment, electrical and controlling equipment (quoted in
FOB term of ThailandDs port). The services include commissioning of the kiln for production start up. The contract is valued at
USD 2.537 million with the delivery plan from December 2013 and the Company expects to complete by the end of 2014.
Remark:
1/
The Indonesian client shall provide certain parts of kiln by itself such as foundation, control room, lighting, quicklime conveying system etc. Such supply
and commissioning services exclude the supply of raw materials, fuel and consumables, routine operating services and maintenance.

Related Party Transactions

Summary of Relationship
Person who may have conflict of
interest
Oleofine Organics (Thailand) Co.,
Ltd.

Relationship

- Mr. Kiatikul Monsereenusorn is the Chairman of the Board of Directors of Oleofine Organics (Thailand) Co., Ltd.
as of April 2013 and holds 3.75% of the paid-up capital of the company as of 30 Apr 2012

- Mr. Kitimethee Monsereenusorn (Mr. KiatikulDs son) is a director and managing director of Oleofine Organics
(Thailand) Co., Ltd. since April 2013 and holds 0.0001% of the paid-up capital of the company as of 30 Apr
2012

- Miss Nuchnath Monsereenusorn (Mr. KiatikulDs daughter) holds 0.0001% of the paid-up capital of the company
as of 30 Apr 2012
99 Di-cal Co., Ltd.

- Mr. Puncharit Monsereenusorn held 99.98% of the shares until January 2013, and was a director and managing
director until 28 Feb 2013

Mr. Kiatikul Monsereenusorn

- Is a director and managing director of the Company

- Is a shareholder in the Company, with a holding of 149,493,400 shares, calculated to 66.44% of the CompanyDs
paid-up capital

Mr. Kitimethee Monsereenusorn

- Is a director of the Company and is the son of Mr. Kiatikul and Mrs. Maturose Monsereenusorn
- Is a shareholder in the Company, with a holding of 52,730,250 shares, calculated to 23.44% of the CompanyDs
paid-up capital

Mrs. Maturose Monsereenusorn

- Is the spouse of Mr. Kiatikul Monsereenusorn, director and managing director of the Company
- Mother of Mr. Kitimethee and Miss Nuchnath Monsereenusorn

Mr. Puncharit Monsereenusorn

- Is a director and assistant managing director of the Company

- Is a shareholder in the Company, with a holding of 1,500,010 shares, calculated to 0.67% of the CompanyDs
paid-up capital

The following is a summary of related party transactions between the Company and related companies or persons who may have
conflict of interest for the periods ended 31 December 2011, 2012 and 2013.

a) Purchases/Sales of Goods and Services

10 / 24

Person who may have

conflict of interest
Oleofine Organics
(Thailand) Co., Ltd.

Transaction Value
(THB Million)
2555
2556

Transaction
Purchase of goods and services
The Company purchased goods from Oleofine Organics
(Thailand) Co., Ltd. and resale to oversea customers
Amount purchased
Account payable

99 Di-cal Co., Ltd.

The transaction is part of normal operation for

the Company and the purchased prices were
in the similar price level with any other clients
of Oleofine Organics (Thailand) Co., Ltd.
8.67
0.01

Grinding service
The Company provided a grinding services to 99 Di-cal Co.,
Ltd.
Services revenue
Account receivable

Rationale and necessity

0.59
0.03

0.09
-

The transaction is part of normal operation for

the Company, and the price that the Company
charged was based on the cost plus profit,
which were reasonable and beneficial to the
Company.

b) Guarantor for Credit Facilities with Financial Institutions

Person who may have
conflict of interest
Mr. Kiatikul
Monsereenusorn

Transaction Value
(THB Million)
2555
2556

Transaction
Mr. Kiatikul Monsereenusorn acted as a guarantor for loans
and hire purchase/leasing credits for a company, receiving
no compensation
Collateral value amounts for loans
Collateral value amounts for hire purchase/leasing credits

Mrs. Maturose
Monsereenusorn

Monsereenusorn

679.60
72.00

Mrs. Maturose Monsereenusorn acted as a guarantor for

loans and hire purchase/leasing credits for a company,
receiving no compensation
Collateral value amounts for loans

Mr. Kitimethee

799.60
42.00

50.70

720.00

Mr. Kiatikul acted as a guarantor for loans

obtained from banks and other financial
institutions, following the conditions of the
aforementioned loans, which is beneficial to
the company.

10.00

Mrs. Maturose Monsereenusorn acted as a

personal guarantor for loans obtained from
banks and other financial institutions, following
the conditions of the aforementioned loans,
which is beneficial to the company.

660.00

Mr. Kitimethee Monsereenusorn acted as a

guarantor for loans obtained from banks and
other financial institutions, following the
conditions of the aforementioned loans, which
is beneficial to the company.

Mr. Kitimethee Monsereenusorn acted as a guarantor for

loans and hire purchase/leasing credits for a company,
receiving no compensation
Collateral value amounts for loans

Rationale and necessity

c) Office Rental
Person who may have
conflict of interest
Mr. Kitimethee
Monsereenusorn

Transaction Value
(THB Million)
2555
2556

Transaction
In 30 May 2012, the Company rents an office building from
Mr. Kitimethee Monsereenusorn, with utilizable space
totaling to 602 square meter
Rental fees

0.75

11 / 24

0.99

Rationale and necessity

Due to convenient transportation and office is
well connected between departments
including the rental fee of the office is
reasonable when compared to similar utilizable
spaces and market prices in nearby areas

d) Sales of Assets
Person who may have
conflict of interest
Mr. Kiatikul
Monsereenusorn

Oleofine Organics
(Thailand) Co., Ltd.

Transaction Value
(THB Million)
2555
2556

Transaction
In 28 Dec 2012 and 27 June 2013, the Company engaged in
sales of 2 condominiums, Cha-am Long Beach
Condominium and the Emporio Place Condominium, to Mr.
Kiatikul Monsereenusorn at the prices of THB 8.03 million
and THB 16.30 million respectively.

8.03

16.30

In 31 July 2013 and 17 Oct 2013, the Company engaged in

sales of 2 vehicles, to Oleofine Organics (Thailand) Co., Ltd.
amounting THB 3.57 million

3.57

Rationale and necessity

Due to the aforementioned condominiums
being non-revenue-generating assets and the
aforementioned prices being reasonable when
compared to the appraised prices by the
Department of Lands and the appraised prices
by an approved independent appraiser
Due to the aforementioned vehicle being nonbusiness-related asset and the aforementioned
price being reasonable when compared to
market price.

Contingencies and Commitments

As of 31 December, 2013, the Company has the following contingent liabilities and liabilities that may arise:
1) As of 31 December, 2013, the Company has capital expenditure contingent liabilities regarding construction of factory
buildings and purchases of machinery and equipments totaling THB 6.6 million (31 December, 2012: THB 1.6 million)
2) On 26 November, 2013, the Company entered into a Joint Venture Agreement (JVA) to engage in lime production
business in Indonesia, with an investment proportion of 10 percent of the IDR 7.1 billion registered capital.
3) On 14 November, 2013, at the 7/2013 Board of Directors meeting, an agreement was reached to establish PT Golden
Lime Indonesia, to be registered in Indonesia, in order to expand the market base of the Company, investing in 99
percent of the registered capital. The value of the investment by the Company is approximately USD 0.8 million.
4) As of 31 December, 2013, the Company has capital expenditure commitments for the purchase of supplies to be used
in production with a foreign company, the volume and value of which is specified in the contract.
5) As of 31 December, 2013, the Company had secured credit facilities from financial institutions with the Company from
financial institutions: THB 9.7titution the fees as specified in the contract totaling tows :
- Long term loans, letter of credits, trust receipts, letter of guarantee and short term loan amounting THB 484.6 million
with un-withdrawn amount of THB 24.2 million
- Overdrafts amounting THB 35 million
- Forward contract amounting THB 180 million
- Hire purchase/leasing amounting THB 72 million, with un-withdrawn amount of THB 13.3 million

Risk Factors
1. Business Risks
1.1. Risk relating to raw materials
The main raw material in lime production is limestone. At present, the Company procures limestone from suppliers holding
concessions to operate limestone quarries in nearby areas e.g. Saraburi and Lopburi, which can provide the required quality
limestone. (There are 162 operators1/ with mining concessions in the aforementioned provinces.) Limestone purchase accounted
for 39.88 percent of the total purchases in production. During 2011-2013, the Company purchased limestone from around 6-10
suppliers, with continuous procurement with some suppliers for more than 3 years despite lack of any contractual obligations.
However, the Company can neither guarantee nor forecast whether it can continue to buy limestone in the quantity and quality
that may ensure sufficient production, which may affect the CompanyDs costs. On the other hand, the Company has never
1/

Includes all types of limestone mining (Information from the Department of Primary Industries and Mines, 19 April, 2013)
12 / 24

encountered a situation where it is lacking in limestone supply. Furthermore, the Company has inventory controlling system and
also sending out quality assurance teams to collect limestone samples for quality testing both from present and potential supply
sources. With the CompanyDs 10-year experience in limestone calcinations, it can utilize limestone from different sources and still
deliver lime meeting customersD needs.
1.2. Risk relating to fuel price and supply
At present, the Company procures coals for use in its production from 2 ASEAN suppliers. Thus, if these 2 suppliers cannot
supply coals at the required price and quality, the Company may need to switch to procure from other sources, which may affect
the costs of production. In 2012, each of these providers supplied fuels amounting less than 30 percent of total production
purchase. The Company has maintained good relationships with both the suppliers and has track records of transaction for no
less than 3 years, and also has never encountered a situation where it is short on fuels.
Coal, which is the primary fuel in the lime production, is a commodity product, of which, its price depending on its world market
price according to demand and supply and foreign exchange rate. The Company has a policy minimizing such risks by entering
into purchasing contracts with its suppliers both in the long term, which cover deliveries in around 3-6 months, and one-timeshipment contracts. Price for each contract may be in the form of 1) fixed pricing based on an agreement in USD and 2) pricing
with reference to a coal price index (+/- of tonnage coal price relative to the ICE Newcastle Index) at the time of delivery. The
Company keeps a coal inventory of at least 2-month usage quantity. Such contracts help reduces fluctuation in the costs of
productions, allowing the company to manage its costs in such a way that it retains its competitive capability.
Furthermore, the Company plans to invest in high volatile coal (such as bituminous coal) grinder and system. Bituminous has
over 10 traders in the country, in order to give the Company an fuel alternative and reduce the risks of overreliance on its
suppliers.
1.3. Risk relating to environment and personnel safety
Due to the nature of the CompanyDs operation, there may be adverse effects to the surrounding environment or to the safety of its
personnel. The Company is under the supervision of the Department of Industrial Works, Ministry of Industry, meaning that it
must follow the environmental laws and regulations, including the disposal of waste or unused materials, the regulation of factory
exhaust air, submitting reports on the types and volumes of pollutants that are emitted from the factory, etc. The aforementioned
regulations may be subject to changes or added in the future.
In any case, the Company puts great importance on managing its environmental impact in order to adhere to the laws and
controls its production process to be within the specified environmental standard. The Company has specified health, safety and
environmental policies, including selecting production technology and processes; designing, implementing and defining
operating procedures; building a culture of safety; performing environmental risk analysis as well as improving and developing
an aggressive environmental management system; and reducing environmental impact to stakeholders. The Company has
implemented pollution control for its production process by installing emission control of dust, smoke, gas and smell that are
generated from the calcination process. The Company has a water treatment and recycling facility in the production process as
well as having environmental checks in the areas around the factory. Since establishment, the Company never has not had any
disputes or received any complaints either from the public or from a government unit. Either way, due to the complexity of and
potential changes to the aforementioned regulations, the Company cannot guarantee that it will not receive any complaints
regarding the environment in the future, and if an impact or a complaint arises, the Company may be subjected to additional
expenditures in order to address such problems.
1.4. Risk that the Company cannot operate its business to sell and install lime production machineries successfully, or will have
gross profits less than its sales of chemical business, or will have higher costs
Since late 2013, the Company has conducted a new business in selling, assembling and installing lime production machineries,
including lime kilns, lime conveyance systems, fuel burning parts, etc., as the management possesses knowledge and expertise
in lime production technology, with over 30 year of experience, as well as experiences in equipment and machinery procurement

13 / 24

from suppliers, contractors or experts in construction and installation of lime kilns and testing of machinery. With the recent
expansion in production in the last 2-3 years, the Company has resolved to diversify its business as a service provider and
continues to increase value for its shareholders.
However, with the operation of the aforementioned business, the Company is exposed to the following risks:
- The Company may has problem in procurement of parts and equipment in time for its clientshas problem in procurement
anned budget due to having to procure from other companies.
- The Company may not be able to assemble or install the aforementioned machineries in time, with increased costs, or with
delays in deliveries.
- The Company may not be able to retain staff that is crucial to its procurement, assembly and installation business.
Thus, the Company may not benefit from its procurement, assembly and installation business as has been expected, which may
negatively affects the CompanyDs business, operation results and business opportunities.
1.5. Risk from foreign investment and investment in which the Company is a minority shareholder
The Company has entered into a Joint Venture Agreement with PT Krakatau Industrial Estate Cilegon, a subsidiary of PT Krakatau
Steel, a major Indonesian steel manufacturer, and is in the process of registering a company, PT Krakatau Golden Lime, in
Indonesia, in order to produce and sell lime in Indonesia. The Company expects that it will invest in 10% of the total registered
capital of IDR 70.81 billion (approximately THB 195.36 million2). The operation of such an entity could be exposed to various risk
factors such as internal risks and external risks such as economic risk, competitive risk, political risk, legal and legislative risk, tax
risk, foreign exchange risk, etc., which can affect the CompanyDs investment. Additionally, the Company is a minor shareholder,
which means that it is powerless to significantly influence policies and management decisions.
However, the Company has carefully considered both the opportunity for growth and the risks of the investment, where the
aforementioned investment is a joint venture with a subsidiary of a major regional steel manufacturer and has good ability and
expertise in the Indonesian region.
2. Financial Risks
2.1. Risk relating to exchange rates
At present, the Company has purchased fuels from oversea and also exported goods, using the USD as the primary currency. In
2012, the costs of importation of fuels, including import taxes, freight and other shipping costs, amount to 36.68 percent of total
purchases, and the revenue from exports in foreign currencies amounts to 3.08 percent of total revenues in 2012. By buying fuels
from abroad, the Company is exposed to a 30-day exchange rate fluctuation risk, which is the amount of time from when the debt
is incurred to the CompanyDs account in foreign currency to when financial institutions settle with the CompanyDs supplier on
behalf of the Company (via trust receipts) and the debt is converted into THB.
Either way, the Company maintains its assessment on foreign currency risk, closely monitors the movement of the USD against
the THB and continuously studies ways in which such risks could be mitigated. This is done via consultations with partner banks.
Up until now, the Company has never been significantly affected by exchange rate volatility.
2.2. Risks relating to interest rates
The Company has interest-bearing debt-to-equity ratios of 0.63, 1.27 and 1.38 at the end of 2011, 2012 and 2013 respectively.
With respect to long- and short-term debts, the interest rates are floated, meaning that an incremental interest rate adjustment by
financial institutions would adversely affect the Company and increases its interest burden, which may reduce the CompanyDs
profit and may even affect the shareholdersD returns. However, the Company manages the risks from interest rates by distributing
the proportion of fixed and floating rate appropriately and continuously following the trends of floating interest rates.
3. Management Risks
3.1. Risk from having major shareholders influencing the CompanyCs policies
2

Exchange rate of IDR 362.46 to THB 1

14 / 24

As of 27 March, 2013, the family of Mr. Kiatikul Monsereenusorn altogether holds 89.88 percent of the paid-up capital of the
Company, and Mr. Kiatikul Monsereenusorn holds the position of managing director of the Company. Even after the IPO, Mr.
Kiatikul MonsereenusornDs family still holds the majority of shares in the company, with 67.41 percent of the CompanyDs paid-up
capital. Therefore, the Company and/or its shareholders may be exposed to the risk that Mr. Kiatikul MonsereenusornDs family
can heavily influence managing policies one way or another, as the family controls almost the entirely of the votes of
shareholders and also has control over policies and management decisions of the Company. The other shareholders may not
have sufficient votes to ensure checks and balances on the matters proposed by Mr. Kiatikul MonsereenusornDs familyDs to the
shareholdersD meeting.
However, the Company has appointed audit committees whom served to audit, maintain check and balance and approve any
issues before being proposed at shareholdersD meeting, in order to ensure transparency of the Company and avoid transactions
that may cause potential conflict of interest.
Dispute
As of 31 December, 2013, the Company does not have any legal disputes that may have a negative impact on the CompanyDs
assets by more than 5 percent of the CompanyDs total equity value and also has no lawsuit that may impact the CompanyDs
business by a significant amount.
No. of Employees

As of 31 December, 2013, the Company has total of number of employees of 310

Company Background
Golden Lime Public Company Limited was established on 2 October 2003 with a registered capital of THB 1,000,000. In 2005,
the Company increased its registered capital to THB 90 million for production and distribution of 1) Lime (Calcium Oxide (CaO)
and Calcium Hydroxide (Ca(OH)2) and 2) Calcium Carbonate (CaCO3). Lime is widely used as filtering aids in production
process and pH regulator in waste water treatment in various key industries including steel, chemical, sugar, mining, pulp and
paper, etc. Calcium Carbonate is primarily used as filler and extender to reduce cost of production. Furthermore, the Company
also engages in trading business. In the past, the Company has been increasing its registered capital for funding new
investment and improves its production facilities to meet customersD demand and can be summarized as follows. Furthermore,
there are sales of trading products and other products and services, including the sales and installation of lime production
machineries and equipment in which the Company has started the business in 2013.
2003-2005

The Company increased its registered capital to THB 90 million for funding an investment in assets for
lime and Calcium Carbonate production.
2006

The Company increased its registered capital to THB 150 million to invest on a new kiln, increasing
quicklime production capacity by 54,750 tons/year.
2007

Increased its registered capital to THB 175 million for business expansion
- Invested on another kiln (increasing quicklime capacity by 54,750 tons/year)
- Used for land acquisition to expand raw material storage

Obtained an investment privilege from Board of Investment of Thailand (BOI) in December 2007 for
Calcium Oxide business

The company received ISO 9001:2008 certificate for its quality control system
2008

Increased its registered capital to THB 190 million for 50-Rai land acquisition to expand the
Chongsarika factory
2010

Building another 2 kilns which start operation in Dec 2011 and Feb 2012 respectively

Awarded Excellence of <Stone Mill & Mining= Award for 3 consecutive years (2008-2010) from the
Pollution Control Department

15 / 24

2011

2012

2013

Increased its registered capital to THB 225 million in order to restructure company capital structure
preparing to listing in Stock Exchange of Thailand (SET); the increased capital was used as working
capital for capacity expansion
Obtained an investment privilege from Board of Investment of Thailand (BOI) in April 2011 for Calcium
Oxide and Calcium Hydroxide business
Received ISO 14001:2004 certification for its environmental control system
Received OHSAS 18001:2007 certificate for safety control and industrial hygiene
Installed Calcium Oxide grinding machines
At the 1/2013 general shareholder meeting on 21 March, 2013, an agreement was reached to convert
the Company into a public limited company, and an increase in capital from THB 225 million (45 million
common shares at par value of THB 5) to THB 300 million (300 million common shares at par value of
THB 1) by converting par value of shares from THB 5 to THB 1. Thus, there are 225 million paid-up
common shares and 75 million increased common shares for public offering, with the Company having
registered with the Ministry of Commerce on 27 March, 2013 and converting to a public limited
company. The Company name was changed to Golden Lime Public Company Limited.
Began construction of 1 hydrator and 1 Calcium Oxide grinder in order to increase production power of
Calcium Hydroxide.
The Company was certified for the Green Industry standard by the Ministry of Industry at the third level,
<Green System=.

Investment in Subsidiary
Name

PT. Golden Lime

Indonesia
(Located in Indonesia)

Type of Business
Act as a selling agent to distribute lime that produce
in Indonesia to nearby countries (focusing on surplus
lime produced by customers who purchase machine
& equipment from the Company)

Note: Aforementioned subsidiary is undergoing the registration process

1/
Exchange rate 32.58 THB/USD

Associated/ Related Companies

- None -

16 / 24

Paid up
Cap.1/

% of shares
holds

Investment
Value1/

26.06

99.99

26.06

Change in Capital in the last 3 years

Date

Increased/
Decreased Capital

Capital after
increase/
decrease

27 May 2011

THB 35 Million

THB 225 Million

27 March 2013

THB 75 Million

THB 300 Million

Remark/Objective for increased/decreased capital

Used as working capital for capacity expansion and for

capital restructuring in order to prepare for listing in
Stock Exchange of Thailand.
Increased capital is prepared for a newly listed shares
(75 million shares @ par value of THB 1.00)

Accounting Period

1 January : 31 December

Auditor

Ms. Nonglak Pumnoi, No. 4172, Ernst & Young Office Limited

Registrar

Thailand Securities Depository Company Limited (TSD)

Financial Advisor

KT ZMICO Securities Company Limited

Lead Underwriter

KT ZMICO Securities Company Limited

Dividend Policy
The Company has a policy to pay dividend to its shareholders at not less than 40% of net profit after corporate income tax, legal
reserve and other reserves (if any). However, such dividend payment maybe subjected to changes, based on operating
performance, financial position, economic condition, future investment and business expansion plan, and other rationales and
factors as deemed appropriate by the Board of Directors and/or the shareholders of the Company.
BOI Certificate

Granted Business

Calcium Oxide
Production

Calcium Oxide and

Calcium Hydroxide
Production

Certificates
No.

Capacity
Granted

2236(2)/2550

146,000
tons/year

1426(2)/2554

210,000
tons/year

Privileges

Issued Date and Expiry

Corporate tax income exempted

for net profit from granted business
not more than invested capital
(THB 94.35 million)
Corporate tax income exempted
for net profit from granted business
not more than invested capital.
Operation is expected to begin in
March 2014 (THB 242.74 million)

Issued Date : 13 Dec 2007,

BOI used since 1 Mar 2010
and shall expire by 28 Feb
2018

17 / 24

Issued Date : 5 Apr 2011, BOI

used since 1 Mar 2012 and
shall expire 28 Feb 2020

As of 31st March 2014 are as follows:

No. of Shareholders

No. of
Shareholders
1. Strategic shareholders
1.1 Directors, managers, and executive management
including related persons and associated persons
1.2 Shareholders holding > 5% including related persons
1.3 Controlling Shareholders
2. Non-Strategic shareholders hold 1 trading unit
3. Non-Strategic shareholders hold 1 trading unit
Total Shareholders

No. of Shares

% of paid-up
capital

212,499,990

70.83%

1,492
1,499

87,500,010
300,000,000

29.17%
100.00%

Major Shareholders : As of 31st March 2014

Name
1.

MonsereenusornDs Family
Mr. Kiatikul Monsereenusorn
Mr. Kitimethee Monsereenusorn
Mr. Cherdkiat Monsereenusorn
Mr. Puncharit Monsereenusorn
Mr. Sasis Monsereenusorn
Mr. Yongyot Monsereenusorn
2. Ms. Tongrak Kitwattanachai
3. Ms. Nutthiya Tongcharo
4. Mr. Somkiat Poolaor
5. Mr. Santitavee Sarasas
6. Ms. Sarinee Nerngchamnong
7. Ms. Siriporn Sakulreungrak
8. Chudatemiya's Family
Mr. Aukrit Chudatemiya
Mr. Vinij Chudatemiya
9. Mr. Nattapol Songsaichol
10. Mr. Veradetch Chanchaeng
11. Other Minority shareholders
Total
Foreign Shareholders

Holding Structure after IPO

As of 31 March 2014
Number of Shares Percentage
210,499,990
70.17
149,493,400
49.83
52,730,250
17.58
6,776,320
2.26
1,500,010
0.50
5
0.00
5
0.00
5,000,000
1.67
3,500,000
1.17
2,000,000
0.67
2,000,000
0.67
2,000,000
0.67
2,000,000
0.67
1,500,005
0.50
1,500,000
0.50
5
0.00
1,300,000
0.43
1,277,200
0.43
68,922,805
22.97
300,000,000
100.00

Holding Structure before IPO

Number of Shares
210,499,990
149,493,400
52,730,250
6,776,320
1,500,010
5
5
5,000,000
3,500,000
2,000,000
1,500,005
1,500,000
5
2,500,005
225,000,000

Percentage
93.56
66.44
23.44
3.01
0.67
0.00
0.00
2.22
1.56
0.89
0.67
0.67
0.00
1.11
100.00

As of 31st March 2014:

The Company has 20 of foreign shareholders altogether holding 711,500 shares (equivalent to
0.24% of paid-up capital)
Note: The CompanyRs Article of Association, chapter 3 section 11, impose restrictions on foreign
shareholding as follows: <The CompanyDs shares can be liberally transferred, except in the case of

18 / 24

any share transfer that causes the foreign shareholding to exceed forty-nine percent (49%) of total
paid-up share capital of the Company=.
Board of Directors: As of 5 March 2013, the Board of Directors consists of 7 directors as follows:
Name
1. Mr. Cherdkiat Monsereenusorn
2. Mr. Kiatikul Monsereenusorn
3. Mr. Puncharit Monsereenusorn

Position
Date of Appointment
Chairman of the Board of Directors
29 April 2011
Director and Managing Director
12 November 2010
Director and Assistant Managing Director, Acting
24 November 2010
Head of Sales and Marketing
4. Mr. Kitimethee Monsereenusorn
Director
29 April 2011
5. Mr. Sripop Sarasas
Chairman of Audit Committee/Independent Director
29 April 2011
6. Mr. Suvit Mapaisansin
Audit Committee/Independent Director
29 April 2011
7. Mr. Suvait Theeravachirakul
Audit Committee/Independent Director
29 April 2011
Remark: Ms. Thidarat Sihawanlop acts as the CompanyDs secretary and secretary of the Board of Directors.
Audit Committee
The shareholders meeting No. 3/2011 held on 29 April 2011 passed a resolution appointing the audit committee.
Chairman of the Audit Committee
1. Mr. Sripop Sarasas
2. Mr. Suvait Theeravachirakul
Audit Committee
3. Mr. Suvit Mapaisansin
Audit Committee
Mr. Suvait Theeravavachirakul has sufficient knowledge and experience to review financial statement reliability
Secretary of Audit Committee: Ms. Thidarat Sihawanlop
Scope of Duties and Responsibilities
1. To review and ensure the accuracy and adequacy of the CompanyDs financial reporting
2. To review and ensure that the CompanyDs internal control and internal audit systems are proper and effective, to determine
the independence of its internal audit unit, and to approve the appointment, transfer and dismissal of head of the internal
audit unit or any other units concerned with internal audit function
3. To review and ensure that the Company complies with the law on securities and exchange, the SETDs regulations and the
laws relevant to its business
4. To consider, propose, and appoint an independent person to serve as the CompanyDs auditor and to propose the auditorDs
remuneration, as well as to participate in a meeting with the auditor, without presence of the management, at least once a
year
5. To review any connected transactions or any other transactions that may cause potential conflict of interest to ensure that it
conforms to the relevant laws and the SETDs regulations and that it is a reasonable transaction with the utmost benefit to the
Company
6. To prepare a report of the Audit Committee, duly signed by the Audit Committee Chairman, to be published in the
CompanyDs annual report, containing at least the following details:
(a) Opinion on the accuracy, completeness and reliability of the CompanyDs financial report;
(b) Opinion on the adequacy of the CompanyDs internal control system;
(c) Opinion on the CompanyDs compliance with the law on securities and exchange, the SETDs regulations or the laws
relevant to its business;
(d) Opinion on the suitability of the auditor;
(e) Opinion on the transaction with a possible conflict of interest;
19 / 24

(f) Number of the Audit CommitteeDs meetings held and attendance by each Audit Committee member;
(g) Opinion or observation received by the Audit Committee from its performing of duties in accordance with the charter;
and
(h) Other transactions that shareholders and public investors should be notified within the scope of duties and
responsibilities designated by the Board of Directors.
7. To perform any other act as assigned by the Board of Directors, with the approval of the Audit Committee.
8. To report the Board of Directors when the Audit Committee discovers or suspects any of the following transactions or acts
which might have a material effect on the CompanyDs financial position and business performance, for further rectification
within the period of time deemed appropriate by the Audit Committee:
(a) A transaction involving a conflict of interest;
(b) A fraud or irregular practice or material error in relation to the internal control activities; and
(c) A violation of the law on securities and exchange, the SETDs regulations or the laws relevant to the CompanyDs
business.
Terms for holding office
1. Chairman of audit Committee
3 Years
2. Audit Committee
3 Years
The Audit Committee has a term of 3 years effective from the appointment date. The Audit Committee being retired by rotation
can be reappointed.
Listing Conditions

- None -

Silent Period

Shareholders, holding common shares before the companyDs the IPO of 165,000,000
shares or 55 percent of paid up capital after the IPO, certify to the Stock Exchange of
Thailand that their shares shall not be sold for the period of one year from the first
trading date. Upon the expiry of 6-month period of the prescribed time, those
shareholders will be allowed to sell 25 percent of the total amount of shares prohibited
for sale and the remaining can be sold after one year.

Waiver by the SET

- None -

Other vital issues (if any)

- None -

20 / 24

Statistical Summary
Golden Lime Public Company Limited
Year

In Thousand
Total Sales
Net Profit
(Loss)
2011
744.56
74.23
2012
832.60
111.97
2013
850.98
100.88
* Par value of THB 1.00

Earnings
(Loss)
0.33
0.50
0.45

Baht/Share
Dividend

Book Value

0.49
0.17
0.70

1.19
1.53
1.28

Dividend
Payout Ratio
(%)
147.74%
34.16%
155.51%

Golden Lime Public Company Limited

Statement of Financial Positions
(Unit: THB thousands)

2011
Amount

Audited
As at 31 December
2012
(Restated)
Amount
%

2013
Amount

Assets
Current Assets
Cash and cash Equivalents
Trade and other receivables
Short-term loan to related parties
Inventories
Other current assets

32,300
106,966
95,235
4,892

4.80
15.88
14.14
0.73

62,833
143,732
66,887
2,072

8.36
19.12
8.90
0.28

110,336
142,766
80,646
5,254

13.92
18.01
10.18
0.66

Total current assets

239,393

35.55

275,524

36.66

339,002

42.77

Non-current assets
Restricted bank deposits
Investment properties1/
Property, plant and equipment
Deferred Tax Assets
Other non-current assets

416
433,386
242

0.06
64.35
0.04

8,084
465,791
1,380
787

1.08
61.98
0.18
0.10

8,084
440,303
624
4,536

1.02
55.56
0.08
0.57

Total non-current assets

434,044

64.45

476,041

63.34

453,546

57.23

Total Assets
673,437
100.00
751,566
1/
Remark: Auditor has reclassified the CompanyDs property, plant and equipment.

100.00

792,549

100.00

21 / 24

(Unit: THB thousands)

Audited
As at December 31
2011
Amount
Liabilities and shareholdersC equity
Current liabilities
Bank overdrafts and short-term loans from
financial institutions
Trade and other payables
Short-term borrowing from related parties
Current portion of long-term loan from related
parties
Advance received from customers
Current portion of long-term loans
Current portion of finance lease payables
Income tax payable
Other current liabilities

2012
%

Amount

2013
%

Amount

120,532

17.90

134,337

17.87

239,704

30.24

49,799
-

7.39
-

42,665
-

5.68
-

58,858
-

7.43
-

55,583
6,596
6,784
1,410

8.25
0.98
1.01
0.21

49,661
15,681
5,581
3,019

6.61
2.09
0.74
0.40

22,850
33,815
18,918
2,752
9,149

2.88
4.27
2.39
0.35
1.15

Total current liabilities

240,704

35.74

250,944

33.39

386,045

48.71

Non-current liabilities
Long-term loans : net of current portion
Finance lease payables : net of current portion
Long-term loans from related company
Provision for long-term employee benefits

147,012
12,095
5,150

21.83
1.80
0.76

123,363
27,490
6,417

16.41
3.66
0.85

83,039
29,727
6,610

10.48
3.75
0.83

Total non-current liabilities

164,258

24.39

157,270

20.93

119,376

15.06

Total liabilities

404,961

60.13

408,215

54.32

505,421

63.77

225,000
225,000
-

33.41
-

225,000
225,000
-

29.94
-

300,000
225,000
-

28.39
-

6,624
36,851

0.98
5.47

12,112
106,239

1.61
14.14

19,056
43,072

2.40
5.43

Total shareholdersC equity

268,475

39.87

343,351

45.68

287,128

36.23

Total liabilities and shareholdersC equity

673,437

100.00

751,566

100.00

792,549

100.00

ShareholdersC equity
Share capital
Registered
Issued and paid-up
Paid-in capital in excess of par
Retained earnings
Appropriated : Statutory reserve
Unappropriated

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Golden Lime Public Company Limited

Statement of Comprehensive Income
(Unit: THB thousands)
Audited
As at December 31
2011
Amount
Revenues
Sales and service income
Foreign exchange gain
Other income
Total revenues
Expenses
Cost of sales and services
Selling expenses
Administrative expenses
Total expenses
Profit before finance cost and income tax
expenses
Finance cost
Profit before income tax expenses
Income tax expenses
Profit for the period

2012
%

Amount

2013
%

Amount

744,555
954
4,526

99.27
0.13
0.60

832,603
820
4,372

99.38
0.10
0.52

850,980
1,314
4,848

99.28
0.15
0.57

750,035

100.00

837,795

100.00

857,141

100.00

501,548
61,407
87,378

66.87
8.19
11.65

517,113
89,403
84,861

61.72
10.67
10.13

522,490
107,898
91,681

60.96
12.59
10.70

650,333

86.71

691,377

82.52

722,070

84.24

99,702

13.29

146,418

17.48

135,072

15.76

14,577
85,125

1.94
11.35

23,358
123,059

2.79
14.69

26,220
108,851

3.06
12.70

10,899
74,226

1.45
9.90

11,091
111,969

1.32
13.36

7,971
100,880

0.93
11.77

Other comprehensive income for the period

396
Total comprehensive income for the period
74,226
9.90
111,969
13.36
101,277
1/
Par Value (THB)
1.00
1.00
1.00
Basic earnings per share - (THB)
0.33
0.50
0.45
1/
Number of ordinary shares (in million shares)
225.00
225.00
225.00
1/
Remark: Par value and number of shares in 2010-2012 were changed to be THB 1.00 per share for comparison purpose

23 / 24

0.05
11.82

Golden Lime Public Company Limited

Statement of Cashflows
Details

2011

Net cash from operating activities

Net cash used in investing activities
Net cash from (used) in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

Prepared by:

(Unit: THB millions)

2013

2012
98.79

188.61

236.05

(191.36)

(73.36)

(36.99)

72.10

(84.72)

(151.56)

(20.47)
52.773
32.30

30.53
32.30
62.83

47.50
62.83
110.34

KT ZMICO Securities Company Limited

We hereby certify that the information contained in this Information Memorandum is complete and true in all respects.
Golden Lime Public Company Limited

TTTTTTTTTTTTTTTTT..
(Mr. Kiatikul Monsereenusorn)
Director

TTTTTTTTTTTTTTTTT..
(Mr. Puncharit Monsereenusorn)
Director

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