- 1 - translation exhibit b no. 5- 1 - translation (translation) - information memorandum -...

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Translation

(Translation)

- Information Memorandum -

Panjawattana Plastic Plc. (�PJW�)

Head office No. 19 and 21 Soi Ekkachai 63, Ekkachai Road, Bang Bon Sub-district, Bang Bon

District, Bangkok 10150, Tel. no. (02) 415-1894, (034) 839-130-1 Fax. no. (02) 415-

0951, (034) 839-320, Website : www.pjw.co.th

Plant location Plant 1: No. 28 Moo 2 Chai Mongkhon Sub-district, Mueang Samut Sakhon

District, Samut Sakhon Province 74000, Tel. no. (038) 468-300, Fax. no.

(038) 458-751

Plant 2: Pin Thong 2 Industrial Estate, No. 150/62 Moo 9 Nong Kham Sub-

district, Si Racha District, Chon Buri Province 20110, Tel. no. (038) 468-

300, Fax. no. (038) 458-751

Date of listing February 28, 2012 (first trading day: February 28, 2012)

Type of listed securities 552,000,000 ordinary shares with a par value of Bt. 0.50 per share amounting to Bt.

276,000,000 in total

Capital As at February 28, 2012 (first trading day)

Registered capital - Ordinary shares Bt. 276 million (552 million shares)

Paid-up capital - Ordinary shares Bt. 276 million (552 million shares)

Secondary market Market for Alternative Investment (;mai<)

Offering number of share 112,000,000 shares, 108,000,000 shares offer to public and 4,000,000 shares offer to

directors, management and employees.

Offering price Bt. 3.60 per share

Offering date February 20 - 22, 2012

Application of capital increase proceeds Bt. million Period for spending

1. To procure machinery for PJW and its subsidiaries, approximately 100 2012-2013

2. To build new plants for business expansion of PJW and its subsidiaries,

approximately

100 2013-2014

3. To repay loans from financial institutions 100 Within quarter

2/2012

4. To meet working capital needed in the business operation, approximately 103.20 Within quarter

2/2012

Green shoe option (if any) - None -

Exhibit B No. 5

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Translation

Type of business and nature of operation

1. Description of products

PJW is a producer and a supplier of plastic containers and closures and plastic automotive parts of high quality

and with custom designs according to clients? requirements for each of their specific brands. The clients? brands are well-

recognized within each industry and among typical consumers. PJW?s products are manufactured through two main

processes, namely blow molding and injection molding. The products include plastic bottles and gallons of various

shapes, bottle closures, and plastic parts for automobiles and motorcycles. The major raw materials are polyethylene and

polypropylene.

The plastic containers and plastic automotive parts manufactured by PJW can be classified, by clients? product

application, as follows:

a) Lubricant packaging: The Company produces and distributes plastic bottles, gallons and tanks of various sizes and

shapes for containing lubricating oil of PTT, Caltex, Esso, Mobil, Petronas, INEOS, Toyota, Kubota, etc.

b) Milk and yoghurt packaging: The Company produces and distributes plastic packaging for containing milk and

yoghurt of various sizes and shapes for Foremost, CP Meiji, Dutchmill, etc.

c) Consumer goods packaging: The Company produces and distributes plastic containers for consumer goods,

including cleaning products such as bathroom and sanitary ware cleaner, floor cleaner, dishwashing liquid, etc.; fabric

softener; talcum powder; and others.

d) Agro chemicals packaging: The Company produces and distributes plastic containers for agro chemicals such as

pesticide, herbicide, etc.

e) Automotive plastic parts: The Company produces and distributes automotive plastic parts for automotive and

motorcycle makers and for the 1st tier suppliers, namely Mitsubishi, Honda, Nissan, GM, TATA, Hino, Yamaha,

Kawasaki, and others. Products produced are windshield washer tank, radiator coolant reserve tank, air duct, lid,

spoiler, gear cover, etc.

2. PJW group structure

Panjawattana Plastic Plc.

(�PJW�)

Mill Pack Co., Ltd.

(�MPC�)

Elegance Packaging

Co., Ltd. (�EPC�)

Panjawattana (Tian Jin)

Plastic Co., Ltd. (�PJT�)

Production and distribution of

plastic packaging by focusing on

Lubricant packaging for supply to

SME customers

Distribution of lubricant bottle

caps imported through the

Company

Production and distribution of

plastic packaging for lubricating

oil

99.95% 99.97% 100.00%

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Translation

3. Revenue structure

PJW;s revenue structure according to its quasi consolidated financial statements, classified by product categories,

for the years ended December 31, 2008-2010 and nine-month consolidated financial statements ended September

30, 2011 are shown below:

2008 2009 2010 2011 (Jan-Sep)

Bt. million % Bt. million % Bt. million % Bt. million %

Lubricant packaging

- PJW 340.67 38.14 274.28 25.92 822.91 59.41 728.73 58.56

- PJT - - - - - - 37.30 3.00

- PJM 215.28 24.10 381.75 36.07 2.06 0.15 - -

- EPC 23.29 2.61 29.68 2.80 36.54 2.64 30.48 2.45

Total 579.24 64.85 685.71 64.79 861.50 62.19 796.51 64.01

Milk and yoghurt packaging

- PJW 61.59 6.90 3.27 0.31 187.52 13.54 161.13 12.95

- PJM 14.57 1.63 126.72 11.97 1.88 0.14 - -

Total 76.16 8.53 129.99 12.28 189.40 13.67 161.13 12.95

Consumer goods packaging

- PJW 25.56 2.86 0.07 0.01 100.57 7.26 75.01 6.03

- PJM 63.02 7.06 84.28 7.96 (0.00) (0.00) - -

Total 88.58 9.92 84.35 7.97 100.57 7.26 75.01 6.03

Agro chemicals packaging

- PJW 0.66 0.07 0.55 0.05 56.06 4.05 60.85 4.89

- PJM 54.93 6.15 52.34 4.95 0.70 0.05 - -

Total 55.60 6.23 52.89 5.00 56.76 4.10 60.85 4.89

Automotive parts

- PJW 88.22 9.88 77.25 7.30 141.25 10.20 134.19 10.78

Total 88.22 9.88 77.25 7.30 141.25 10.20 134.19 10.78

Others 4.61 0.52 21.03 1.99 21.85 1.58 14.17 1.14

Total revenues from sales 892.42 99.92 1,051.21 99.33 1,371.33 99.00 1,241.87 99.79

Other revenues 0.72 0.08 7.07 0.67 13.88 1.00 2.56 0.21

Total revenues 893.14 100.00 1,058.28 100.00 1,385.21 100.00 1,244.43 100.00

1/ For 2008, other revenues were exclusive of gain on debt restructuring of Bt. 63.45 million.

2/ For 2009-2010, Quasi consolidated financial statement audited by PJW?s auditor.

3/ For 2011, Consolidated financial statement (Period of January G September).

4. Target customers

PJW?s target customers mainly are both product makers under well-known brands in each industry and general

consumers of quality plastic packaging and plastic parts, which can be divided into:

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Translation

Samples of the Company?s target customers

Type of customers Existing customers

1. Lubricant packaging Lubricating oil producers such as PTT Plc., Shell (Thailand) Co., Ltd.,

Caltex Oil Co., Ltd., ExxonMobil (Thailand) Co., Ltd., Petronas Retail

(Thailand) Co., Ltd., Total Oil (Thailand) Co., Ltd., Nippon Oil (Thailand)

Co., Ltd., Apollo (Thailand) Co., Ltd., BP-Castrol (Thailand) Co., Ltd.,

Toyota Motor Thailand Co., Ltd., etc.

2. Milk and yoghurt packaging Milk and yoghurt producers, namely Foremost Dairies (Bangkok) Co., Ltd.,

CP-Meiji Co., Ltd., Dutch Mill Co., Ltd., etc.

3. Consumer goods packaging Consumer goods manufacturers including IP Manufacturing Co., Ltd., Mit

Mongkol Industry Co., Ltd., Nawasri Manufacturing Co., Ltd., Narak-Tiara

Co., Ltd., etc.

4. Agro chemicals packaging Producers of agro chemicals such as Erawan Agricultural Chemicals Co.,

Ltd., Syngenta Crop Protection Co., Ltd., Agro Chemical Industry Co., Ltd.,

Jiatai Co., Ltd., etc.

5. Automotive parts Producers of automobiles and motorcycles or auto parts such as Honda

Automobile (Thailand) Co., Ltd., Mitsubishi Motors (Thailand) Co., Ltd.,

General Motors (Thailand) Co., Ltd., Siam Nissan Automobile Co., Ltd.,

Hino Motors Manufacturing (Thailand) Ltd., Thai Yamaha Motor Co., Ltd.,

Kawasaki Motors Enterprise (Thailand) Co., Ltd., Asian Honda Motor Co.,

Ltd., Summit Auto Seats Industry Co., Ltd., etc.

5. Distribution channels

PJW sells 99% of its products domestically and 1% overseas. Its distribution channels are comprised of 1) the

Company?s marketing team which has had considerable experience and knowledge and could well respond to customers?

demand; 2) bidding process, a supplier selection method commonly used by plastic automotive parts and lubricant

packaging customers; and 3) direct sales to customers who are introduced to the Company through the referral of its

existing clients.

6. Raw material

The major raw materials are 1) plastic resins such as polyethylene (PE) which has high elasticity, polypropylene

(PP) which is more tensile than PE and is heat- and moisture-resistant, etc.; and 2) color compounds. The two raw

materials, resins and color compounds, are proportionately blended to derive the desired physical properties and color of

the finished plastic products.

Resins and color compounds are almost entirely procured from local suppliers, with only a small amount of some

types of resins to be imported. Being well aware of the ever-changing resin prices in line with oil prices and global

demand and supply balances, PJW management regularly keep abreast of the resin price movement and its demand on the

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Translation

world market to ensure that the Company?s procurement plan is aligned with its production plan in terms of both the

required quantity and the schedule.

The Company has no policy to rely on any particular group of raw material suppliers, but to purchase the raw

materials from various suppliers to ensure flexibility in raw material selection. Its procurement from a single supplier

does not exceed 20% of its total raw material procurement.

7. Market competition

In the local packaging industry, plastic packaging ranks second in terms of production volume, accounting for

around 25% of the country?s total packaging production. However, it is in the first place in market value terms, making up

30%-40% of total packaging value, and also grows at the fastest rate versus other types of packaging. Plastic packaging

industry has extensive numbers of player both locally and from abroad, with a total of 1,542 factories1 in Thailand. The

major raw materials used in the manufacturing of plastic packaging are plastic resins such as polyethylene (PE),

polyethylene terephthalate (PET), polyvinylchloride (PVC), polystyrene (PS), polypropylene (PP), etc., which make up

more than 50% of total production cost. Thus, the key factor driving price movement of plastic packaging is plastic resin

price, which varies in line with oil price and baht value. Plastic resins are made from petrochemicals which are to be

imported with the import prices denominated in US dollar currency, hence making the baht?s exchange rate one of the

determinants of plastic resin price. Another factor is the overseas demand, especially from China which is a large market

and could accordingly affect shortages of raw materials and finished products in the local market. In 2010, the Company?s

lubricant packaging sales made up 62.19% of its total revenues and captured a market share of 47.31% in lubricant

packaging market, making the Company the market leader for this product category. Its sales of milk and yoghurt

packaging were Bt. 189.40 million, representing 13.72% of its total revenues or capturing a market share of 19% in milk

and yoghurt packaging.

Market share in lubricant packaging of company

Total sales of lubricant oil in

Thailand

(Litre million)

Sales value of

plastic packaging

(Litre million)

Sales value of

company

(Litre million)

Market share of

company

(%)

2009 498.96 274.43 133.71 48.72

2010 533.59 293.48 138.85 47.31

Source : PJW

Other local producers manufacturing the type of lubricant packaging products comparable with the Company?s are

S.P. Pet Pack Co., Ltd., Kongsak Quali Pack Co., Ltd., Polymer Engineering & Trading Co., Ltd., IMCO Pack

Corporation Ltd., Plastic Container Co., Ltd. and Conimex Co., Ltd.

1 Source: Department of Industrial Works, data as at June 3, 2011

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Translation

Market share in milk and yoghurt packaging of company

Market value of plastic

packaging

(Bt.million)

Revenue of company

(Bt.million)

Market share of

company

(%)

Milk 400 105 26

Yoghurt 600 85 14

Total 1,000 190 19

The current local manufacturers producing the type of milk and yoghurt packaging products comparable with the

Company?s include Thai Plaspac Plc., Custom Pack Co., Ltd., Berli Dynaplast Co., Ltd., Vatchara Packing Product Co.,

Ltd., S.P. Pet Pack Co., Ltd. and Plastic Container Co., Ltd.Today, there are about 1,809 local producers2 of auto parts, of

which 709 are tier 1 manufacturers and 1,100 are tier 2 and tier 3 manufacturers. In 2010, Thai automotive and auto parts

industries could quickly recover. Car production, in particular, hit an all-time high, while motorcycle output surged from

2009 by 27% to 2.7 million units, thereby contributing to growth in the auto parts industry. Besides, the investment

expansion by Japanese carmakers in the midst of the yen appreciation relatively led Thai auto parts exports to increase

sharply by 58% in 2010 versus 2009 and to continue to grow by 3.60% in the first nine months of 2011 compared with the

same period of 2010. The key export markets are Japan, Indonesia and Malaysia. The recurrent natural disasters in Japan

are a crucial factor prompting Japan-based corporations to diversify their risk exposure by establishing additional

production bases elsewhere in the long run, and Thailand is one of their desirable investment destinations. This is evident

from results of the 22nd Survey Report on Overseas Business Operations by Japanese Manufacturing Companies prepared

by Japan Bank for International Cooperation (JBIC) in December 2010, which revealed that Thailand ranked third, after

India and China, from countries all over the world that were chosen by Japanese automotive companies to be their

investment destinations in the next three years.The massive earthquake and tsunami hitting Japan in March 2011 are

expected to have an adverse impact on local auto parts producers due to a drop in the production of certain types of auto

parts in Japan, which has relatively caused a slowdown in automobile production in line with the limited supply of parts.

However, such impact is expected to affect the industry in a short term because carmakers have hastened to secure new

supply sources so as to bring their production back to normal and fulfill the order backlogs soonest possible.

The automotive plastic parts producers in Thailand that manufacture the type of products comparable with the

Company?s are Thai Summit Laemchabang Autoparts Co., Ltd., T. Krungthai Industries Plc., Tigerpoly (Thailand) Ltd.,

Toyoda Kose Co., Ltd., Supawut Industry Co., Ltd., etc.

2 Source: Thai Autoparts Manufacturers Association

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Translation

Environmental impacts

PJW?s manufacturing process is environmentally friendly. However, there are plastic leftover scraps from the

finishing process, but they could be recycled and used as raw materials to be mixed in the next batch according to the

allowance in the production formula. As for plastic bags and cardboard boxes for containing finished goods, they can be

reused for several times until they are damaged and not reusable any longer and will ultimately be sold to outsiders.

Even though the Company has its two plants located outside an industrial estate, still have to comply with the

regulations prescribed by the Department of Industrial Works, the Ministry of Industry. The other plant in Pin Thong 2

Industrial Estate, Chon Buri Province, must comply with the regulations of the Industrial Estate Authority of Thailand (IEAT)

and the Company meets the IEAT standards.

The Company has obtained the ISO 14001: 2004 certification, which concerns with the environmental

management and operation standards, thus guaranteeing its acceptable environmental protection system.

Summary of material details of contracts

Lessee Lessor Lease contract/agreement Leased

area

Lease fee Term Effective

date

Expiry

date

1. PJW Wang Tai

Industrial

Development

Co., Ltd.

Lease agreement of land and

building located at No. 78,

Taihua Road, Tianjin

Economic and Technological

Development Area, Tianjin,

China 300457

5,188.29

square

meters

CNY 129,707 per

month or equivalent

to Bt. 627,924.56 per

month

3 years February

1, 2011

January

31, 2014

2. MPC Mr. Kongsak

Hemmontarop

- Lease agreement of vacant

land under title deed no.

24421 in Bang Bon Sub-

district, Bang Bon District,

Bangkok1/

1 rai 3

ngan 38

square

wah

Bt. 103,320 per

month

3 years January 1,

2011

December

31, 2013

- Memorandum of

agreement appended to the

land lease agreement, dated

September 1, 2011

226

square

wah

Bt. 31,640 per month Subject to conditions specified in the

main agreement

Total 2 rai 1

ngan 64

square

wah

Bt. 134,960 per

month

1/ MPC?s plant is located on a plot of land leased from Mr. Kongsak Hemmontarop under the lease agreement signed on January 1, 2011,

with land area of 1 rai 3 ngan 38 square wah at a lease fee of Bt. 140 per square wah or Bt. 103,320 per month for a period of three

years from January 1, 2011 to December 31, 2013. Later on September 1, 2011, MPC executed a memorandum of agreement appended

to the said land lease agreement to lease an additional area of about 226 square wah, making up a total leased area of 2 rai 1 ngan 64

square wah, at the same lease fee of Bt. 140 per square wah, or Bt. 31,640 per month for this plot, resulting in a total lease fee of Bt.

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Translation

134,960 per month for the whole plot. The additional leased land is required for housing the new machinery which was procured by

MPC for its capacity expansion and would gradually arrive by October 2011 since the original land area has been fully occupied by the

existing machinery and a warehouse.

Feasibility study - None -

Technical and management assistance - None -

Future projects

Here are the future projects planned by the Company for the next 1-2 years:

1. The Company plans to construct one expansion plant on land that is adjacent to its existing facility in Pin Thong 2

Industrial Estate, Chon Buri Province, to gear up for its existing customers? business growth. This project will involve an

estimated construction cost of around Bt. 40 million and an expense on M&E and decoration & fixtures of another Bt. 15

million. Construction is expected to commence by early 2013.

2. The Company plans to diversify to the high-value-added multi layer packaging segment. There will be no technical

constraint to enter this market since the Company has already had a production line producing this type of product for

some of its existing customers. This project will require an outlay on machinery, mold and equipment procurement of

about Bt. 50 million in 2013 and another Bt. 50 million in 2014.

3. The Company plans to construct a new building on the available land at its Samut Sakhon site to serve as a clean room

for producing food and beverage packaging in order to accommodate its existing customers? business growth. The

project will require an estimated investment of Bt. 40 million for plant construction, another Bt. 20 million for M&E and

decoration & fixtures, and another Bt. 50 million for machinery and equipment procurement. Construction is scheduled

to commence by mid-2013 and will be complete and ready for commercial operation by 2014.

4. The Company plans to procure In-Mould Labeling (IML) machine, a special high-tech machine, with an expected cost of

Bt. 30 million around late 2012.

Related party transactions

The related party transactions executed during 2010 and 9M/2011 between the Company and persons who may have conflict of

interest can be summarized as follows:

1. C.C.H. Packaging Co., Ltd. (�CCH�)

Nature of relationship: Mr. Kritsada Hemmontarop is a director and shareholder of CCH, holding 83.33%

of CCH?s paid-up capital, and Mrs. Napaporn Hemmontarop is a director and shareholder of CCH, holding 16.60% of

CCH?s paid-up capital Mr. Kritsada Hemmontarop is a son of Mr. Kongsak and Mrs. Malee Hemmontarop and is a

younger brother of Mr. Wiwat and Mr. Satit and an elder brother of Mr. Pirun Hemmontarop, all being director and a

group of major shareholders of the Company. Mrs. Napaporn Hemmontarop is Mr. Kritsada Hemmontarop?s spouse.

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Translation

Details of transaction and amount of money:

(Unit: Bt. million)

as at December 31, 2010 as at September 30, 2011

1.1 Purchase of goods and trade accounts payable

Purchase of goods G corrugated cartons 5.71 3.31

Trade accounts payable G corrugated cartons 0.37 0.13

1.2 Other revenues (electricity charge income) and other receivables

Other revenues - electricity charge income 0.09 0.05

Other receivables - electricity charge income 0.02 0.02

1.3 Administrative expenses-ink ribbon - 0.001

Necessity and appropriateness of transaction:

1.1 The purchase of corrugated cartons from CCH is deemed as a usual course of business of the Company, with the

price equal to the market rate and the conditions set forth to be similar to entering into the transaction with other

suppliers in general. Moreover, the transaction can be conveniently coordinated. The said transaction is thus

considered appropriate and reasonable.

1.2 The Audit Committee deems that the electricity charges are appropriate and the said transaction is reasonable.

1.3 The Audit Committee deems that such price is appropriate and the transaction is reasonable.

2. Mrs. Malee Hemmontarop

Nature of relationship: Mrs. Malee is 1) the spouse of Mr. Kongsak Hemmontarop, who is the Company?s Vice

Chairman and shareholder holding representing 23.20% of the Company?s paid-up capital; 2) the mother of Mr. Wiwat,

Mr. Satit and Mr. Pirun Hemmontarop; 3) a Director and a Deputy Managing Director of the Company; and 4) the

Company?s shareholder holding representing 44.85% of the Company?s paid-up capital.


(Unit: Bt. million)


2.1 Loan to the Company

Brought forward 0.31 -

Add : Borrowing during the period 7.72 -

Less: Payment during the period (8.03) -

Carry forward - -

2.2 Loan to EPC

Brought forward 0.70 0.69


Less: Payment during the period (0.09) (0.69)

Carry forward 0.69 -

2.3 Loans from the Company

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Translation

Brought forward - -


Less: Payment during the period (7.17) -

Carry forward - -

Interest income 0.10 -


2.1 The Audit Committee opines that the loan was necessary in the business operation to meet the Company?s working

capital requirement and to maintain its liquidity and such loan was provided without interest charges. The

transaction is therefore deemed appropriate and reasonable

2.2 The Audit Committee opines that the loan was necessary for the business operation to meet EPC?s working capital

requirement and to maintain its liquidity and such loan was provided without interest charge, hence being beneficial

to EPC. The transaction is therefore deemed appropriate and reasonable.

2.3 In 2010 company spent for sales promotion campaigns, R&D of new products and subscribed for government bonds

amount Bt. 7.17 million. Later, the management realized that such expenses were not appropriated to be recorded as

the Company?s expenses; therefore, such expenses were reclassified as Lloan to director.?. The Audit Committee

deems that the above adjustment to all of the aforementioned transactions is appropriate. Moreover, the Company

could obtain a return from the loans at the interest rate of 7% p.a., which was determined based on the Company?s

finance cost of MOR + 0.25%, or an effective rate of 6.50% G 6.65% p.a. (according to KBANK?s MOR quoted

during June-December 2010 at 6.25% G 6.40% p.a.).

3. Mr. Kritsada and Mr. Pirun Hemmontarop

Nature of relationship: Mr. Kritsada and Mr. Pirun are sons of Mr. Kongsak and Mrs. Malee Hemmontarop and are

younger brothers of Mr. Wiwat and Mr. Satit and elder brothers of Mr. Pirun Hemmontarop, all of which being a group of

major shareholders and directors of the Company.


(Unit: Bt. million)


3.1 Short-term loans to directors of EPC

Brought forward - 2.00

Add : Loan during the period 2.00 -

Less: Payment during the period - (2.00)

Carry forward 2.00 -

Interest income 0.0170 0.0013

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Translation


3.1 The Audit Committee deems that the short-term lending to directors was a mean of working capital management to

optimize benefit of EPC. EPC charged interest on such loans at a rate higher than the deposit rate it has obtained and

such lending has already been fully repaid to EPC. The Audit Committee therefore considers that such lending is a

reasonable transaction and the interest rate is appropriate.

4. Mr. Kongsak Hemmontarop

Nature of relationship: Mr. Kongsak Hemmontarop is 1) the spouse of Mrs. Malee Hemmontarop who is a Director and

the Deputy Managing Director of the Company and is also the Company?s shareholder holding representing 44.85% of the

Company?s paid-up capital; 2) the father of Mr. Wiwat, Mr. Satit, Mr. Pirun and Mr. Kritsada Hemmontarop; and 3) the

Company?s Vice Chairman and shareholder holding representing 23.20% of the Company?s paid-up capital.


(Unit: Bt. million)


4.1 Rental and service expenses and Other payables of MPC

Rental and service expenses - 0.62


4.1 The Audit Committee views that the said land lease is necessary because MPC has invested in the plant construction

on such land since 1990 and has continuously utilized the said plant for manufacturing products ever since. The

plant building is still in a good condition. If MPC decides to lease a new plot of land, it will have to secure

financing sources for a new plant construction or to acquire land complete with a plant building. In the latter case,

it will pay a higher rental fee since there will be additional expense on the building rental. The rental fee currently

borne by MPC according to the contract is close to the rental rates of other comparable plots of land in nearby areas.

The transaction is therefore deemed reasonable and the said rental fee is appropriate.

5. Mr. Kongsak, Mrs. Malee, Mr. Wiwat, Mr. Satit and Mr. Pirun Hemmontarop

Nature of relationship: 1) These people are major shareholders of both the Company and MPC ; and 2) Mr. Kongsak,

Mrs. Malee, Mr. Wiwat and Mr. Satit Hemmontarop are directors of the Company and MPC .


(Unit: Bt. million)


5.1 The acquisition of MPC?s shares from its existing

shareholders

- 1.79


5.1 The Audit Committee deems that the above transaction was a part of the business restructuring in PJW Group which

aims to eliminate conflict of interest that may arise in the future. The acquisition price of shares is considered

appropriate and the transaction is reasonable.

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Translation

6. Mr. Wiwat, Mr. Satit and Mr. Pirun Hemmontarop

Nature of relationship: 1) These people are major shareholders of both the Company and EPC; and 2) Mr. Wiwat and

Mr. Kritsada Hemmontarop are directors of the Company and EPC.


(Unit: Bt. million)


6.1 The acquisition of EPC?s shares from its existing

shareholders

- 0.44


6.1 The Audit Committee deems that the above transaction was a part of the business restructuring in PJW Group

which aims to eliminate a conflict of interest that may arise in the future. The acquisition price of shares is

considered appropriate and the transaction is reasonable.

7. Mr. Kongsak, Mrs. Malee, Mr. Wiwat and Mr. Satit Hemmontarop

Nature of relationship: These people are the Company?s directors and major shareholders.


(Unit: Bt. million)


7.1 Personal guarantee for loans raised by the Company 550.50 661.98


7.1 The personal guarantees were required under the conditions set forth by the lender. The Company necessarily

raised such loans to cover its working capital needs and to finance its investment in a capacity expansion project.

No compensation has been paid to the directors providing such guarantees. The Audit Committee deems that the

said transaction is reasonable and beneficial to the Company.

Contingent liabilities

1. The Company sought for a letter of guarantee from a local bank for the payment for electricity consumed in its plants

with the guarantee amount of Bt. 9.31 million.

2. The Company sought for a letter of guarantee from its principal bank for supply contracts between the Company and its

counterparties in the amount of Bt. 44.38 million.

3. On August 10, 2010, the Company signed a construction contract for its plant buildings and branch offices with a local

contractor with contract value of Bt. 86.14 million. As at September 30, 2011, the Company paid the construction

service fee according to the contract for the amount of Bt. 82.52 million, with a remaining outstanding balance of Bt.

3.62 million.

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Translation

Risk factors

1. Business risks

1.1 Risk from reliance on major customers and automotive customers

In 2008-2010 and 9M/2011, the Company?s reliance on revenues earned from lubricant packaging customers

was as high as 62.82% - 65.23% of its total sales revenues, whereas the aggregate sales to its top 10 customers made up

66.75% - 77.45% of total sales revenues. Accordingly, a loss of revenues from these major customers and a declining

demand from the lubricant packaging customers will adversely affect the Company?s total revenues. Over these years,

the Company has never lost any of its major customers due to its continuous product quality development and

improvement. Besides, there is no single customer having its sales value contribution exceeding 30% of the Company?s

total revenues.

To mitigate risk from its over-reliance on any particular groups of customers, the Company has a policy to

diversify its income sources to customer segments other than lubricant packaging, as seen from a higher percentage of

its revenues from milk and yoghurt packaging sales from 8.53%, to 12.28% and to 13.67% in 2008-2010 and 12.97% in

9M/2011, and a higher percentage of its revenues from automotive parts from 9.88%, to 7.30% and to 10.20% in 2008-

2010 and 10.81% in 9M/2011.

1.2 Risk involved with raw material price and supply

Prices of raw materials such as PE and PP could either rise or fall as a result of global oil prices and world

demand and supply of each raw material in each specific period, which are beyond the Company?s control. These

factors, however, have only a slight and short-term effect on the Company?s gross profit since the Company is able to

adjust the selling prices with most of its customers. The Company will notify its customers of the price adjustment

based on changes in raw material prices and trade terms and conditions granted with each customer. Moreover, the

Company will take a close look on the global market by establishing a working team specifically to keep abreast of raw

material price movement , to analyze price trend in each period of time, and to estimate the Company?s raw material

demand in each period to ensure its raw material procurement could be managed with the highest efficiency.

1.3 Risk from foreign exchange fluctuation

Risk from exchange rate fluctuation of the raw material procurement is minimal because the Company

procures raw materials primarily from local suppliers, accounting for as high as 91.83% and 89.80% of its total

procurement in 2010 and 9M/2011, respectively. Since its direct imports of raw materials make up only 8% - 10% of

its total procurement.

Moreover, the Company also imports machinery, but has not executed any FX forward contract to hedge

against exchange rate risk from such machinery procurement. As at September 30, 2011, the Company had outstanding

machinery import orders, after deposit, worth USD 0.26 million or equivalent to Bt. 8.28 million (exchange rate of Bt.

31.3072/USD), Yen 39.83 million or equivalent to Bt. 16.37 million (exchange rate of Bt. 41.0878/Yen 100), and EUR

18,165 or equivalent to Bt. 0.77 million (exchange rate of Bt. 42.5456/EUR). The Company also has a receivable from

guarantee deposit for building rentals of its subsidiary amounting CNY 0.39 million or equivalent to Bt. 1.86 million

- 14 -

Translation

(exchange rate of Bt. 4.7779/CYN). Consequently, the Company still bears foreign exchange risk relative to the above

foreign currencies.

However, the Company has opened a foreign currency deposit account (FCD) for accepting a refund of the

above guarantee deposit and for further transfer of such amount to its foreign creditors. The opening of such FCD

account is another means of mitigating exchange rate risk associated with the imports of products.

1.4 Risk from lack of long-term contracts

In the plastic packaging business, rather than a long-term contract, sales are usually executed through a

short-term agreement of around 1-2 years. In some cases, sales are made without any contracts, but merely through a

purchase order, depending on the policy of each customer. As for the group of customers acquired by the Company

through bidding competition with other suppliers, such customers will, upon expiry of the supply contract, arrange a

new round of supplier selection. Hence, the Company may risk losing this type of customers, given that it may not be

re-selected as such customers? supplier. Nonetheless, based on the historical records, the Company has been

continuously awarded a contract renewal from these customers. Because of the Company?s qualified product standard, ,

the customers therefore have trust in the Company and tend to continue to procure parts from the Company, as well as

continuously invite the Company to propose price quotations on new products..

As for the automotive parts segment, risk of the supply contract being terminated is very low since the

customers tends not to switch their suppliers until the end of the product life cycle, which is around 5-7 years or more

based on the model and nature of products in each industry. In addition, it takes a long time in quality testing before the

customers are confident enough to place orders for any products. Consequently, if the Company keeps on producing

qualified products to meet the customers? satisfaction, the customers will not switch to other producers.

1.5 Risk from changing interest rates

The Company borrowed short-term and long-term loans from financial institutions, with the interests charged

based on MOR and MLR of local banks. As at September 30, 2011, the Company has it outstanding short-term and

long-term loans in combined of Bt. 304.52 million. All of such loans carry a floating interest rate. Thus, in times of

hikes in loan interest rates, the Company may have to bear a higher interest expense.

It also sought a leasing finance for machinery and vehicles from local financial institutions under leasing

terms of 3-5 years. As at September 30, 2011, the outstanding leasing loan stood at Bt. 72.11 million, of which Bt. 7.51

million carries a floating interest rate based on MOR and Bt. 64.60 million carries a fixed rate throughout the contract

life.

To cope with the interest rate risk, the Company has regularly tracked the interest rate trend, at home and

overseas, and endeavored to mitigate the impact from changes in interest rates. By listing on the MAI, the Company

will have an alternative source of funds, apart from borrowings from banks. After this IPO, it will have an additional

financing source and can then reduce its borrowings.

1.6 Risk from fulfillment of financial covenants under a loan agreement made with a financial institution

According to the loan agreement executed by the Company with a financial institution, the Company is required

to maintain some crucial financial ratios as determined by the lender, comprising the current ratio, excluding current

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Translation

portion of long-term liabilities, to be maintained at not less than 1.0 time and the debt to equity ratio at not more than

2.5 times. As shown in the consolidated financial statement of the Company and its subsidiaries for a nine-month

period ended September 30, 2011, the Company recorded the current ratio of 0.99 and the debt to equity ratio of 2.8,

being lower and higher than the minimum and maximum ratio limits specified by the lender, respectively.

However, the lender calculates those ratios based on the yearly consolidated financial statement of the Company

and its subsidiaries. From its historical data, the Company has been able to maintain the above financial ratios as

required by the lender. It is noted that the Company had requested a waiver and/or relaxation of the said financial

covenants and the lender has already granted such request on December 15, 2011, with the details as follows:

- The Company shall maintain the current ratio (excluding current portion of long-term loans) at not lower than

0.8 times (decreasing from 1.0 time) from 2011 until the end of Q1/2012 and at not lower than 1.0 time after that

until the end of the loan period. The Company is also required to maintain the ratio of trade accounts receivable

plus inventories devided by trade accounts payable plus short-term loans borrowed from the lender must be

higher than 1 time until the end of the loan period.

- The Company shall maintain the debt to equity ratio at not higher than 3 times from 2011 until the end of

Q1/2012, not higher than 2.5 times from Q2/2012 until the end of 2013, and at not higher than 1.5 times after

that until the end of the loan period.

After completion of the IPO and the listing on the MAI, the Company?s capital will increase and its debt to

equity ratio will thereby be brought down below 2.5 times, thus meeting the financial covenant specified by the lender.

2. Management risks

2.1 Risk associated with any single group of shareholders owning a combined stake more than 50%

Prior to the IPO, the Hemmontarop Group is the Company?s major shareholder, holding 88.09% of the

Company?s share capital. After the IPO, the shareholding of the Hemmontarop Group will be diluted to 70.22%,

which, however, is still a significant proportion enabling the group to have control power in the Company and to

influence the crucial decision on all matters that require approval from the shareholders? meeting, except for the issues

required by laws or the Company?s Articles of Association to be approved by three-fourths of total votes at the

shareholders? meeting. Consequently, other shareholders will risk failing to gather sufficient votes to ensure checks and

balances on the matters proposed by the major shareholder to the shareholders? meeting.

However, the Company has appointed four directors who are not representatives of the major shareholder,

three of whom to serve as the Independent Director/Audit Committee Member and one as the Independent Director,

representing 44.44% of the total number of nine board members, with the duties to maintain checks and balances on the

business management, scrutinize the issues to be proposed to the shareholders? meeting, and examine the operation of

the directors and executives who are representatives of the major shareholder.

2.2 Risk associated with impacts from the business performance and financial position of subsidiaries

The Company has three subsidiaries in which the Company has a shareholding of 99%-100%, namely (1)

MPC, (2) EPC and (3) PJT (see more details in LInvestments in subsidiary/associated/related companies? below in page

17). The Company has to incorporate the performance and financial position of these three subsidiaries into its

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Translation

consolidated financial statements. If any of them posts a loss from operation, it will relatively impact the Company?s

working results presented in the consolidated financial statements.

MPC and EPC have long been in operation and have consistently been operating at a profit, thus having no

adverse impact on the Company?s consolidated performance. PJT, the Company?s first overseas venture, has just

commenced its operation in April 2011. From its first date of operation until September 30, 2011, PJT recorded a loss

from operation of CNY 0.63 million, equivalent to Bt. 2.97 million (exchange rate of Bt. 4.7042/CNY). Despite that,

the management believes that PJT will be able to bring in a profit after it has operated the business for a certain period

of time.

Dispute None

No. of employees As at September 30, 2011, the Company and its subsidiaries had a total workforce of 889 persons.

Brief history of PJW

PJW was incorporated on November 30, 1987 with an initial registered capital of Bt. 10 million by Mr. Kongsak

and Mrs. Malee Hemmontarop to engage in the production and distribution of plastic containers & closures and automotive

plastic parts of high quality with custom designs according to clients? requirements for each of their specific brands. The

clients? brands are well-recognized within each industry and among typical consumers. Its first plant was sited on a 1-0-13 rai

land in Bang Bon, Bangkok.

In 1990, its shareholders founded MPC to engage in the production and distribution of plastic bottles and

closures particularly for containing lubricants, with factory located in Bang Bon, Bangkok, on an area of 2 -2-0 rai.

To cope with the growing demand, the Company in 1996 built a new facility on an area of 23-0-3 rai in Samut

Sakhon Province to manufacture not only lubricant packaging but also new packaging products for consumer goods.

In 2003, EPC was established to sell lubricant bottle caps imported through the Company. It is currently a

subsidiary in which the Company holds a stake of 99.97% of its total issued and paid-up capital.

In 2004, the Company founded PJM with the objective to separate the production and the distribution functions

in order to enhance flexibility in management and expand the markets, with the Company as the manufacturer and PJM as the

distributor.

In 2008, the Company underwent a business restructuring in its group by selling its core assets (land, buildings

and machinery used in the production) to PJM according to the refinance conditions made with a financial institution under a

financial restructure agreement, and then renting those core assets back from PJM to continue its manufacturing of products. Its

extensive amount of loans in foreign currencies for machinery imports plunged the Company into financial troubles during the

1997 economic meltdown hitting Thailand after the baht floatation. It finally entered a debt restructuring process with financial

lenders in 2000.

In late 2009, the Company applied for a promotion certificate from the Board of Investment (;BOI<) to be

entitled to corporate income tax privileges and import duty exemption for the import of machinery in respect of its newly

invested expansion project for the lubricant packaging and automotive parts production lines. The Company acquired a 12-rai

plot of land for factory construction thereon, situated in Pin Thong 2 Industrial Estate, Si Racha District, Chon Buri Province.

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Translation

In 2010, the Company planned for listing of its shares on the stock market and accordingly undertook the shareholding and

business restructure in its group so that all member companies would be owned and operated by the Company. In this respect,

it bought the entire core assets back from PJM and dissolved the business of PJM. Since PJM no longer has its own business

operation nor did it has any operating assets, it is planned to be dissolved in the future.

In early 2011, the Company underwent another shareholding restructure by increasing its ownership in MPC and

EPC to 99.95% and 99.97% of their paid-up capital respectively. It moreover expanded investments overseas by establishing

PJT, wholly owned by the Company, in the People?s Republic of China. PJT already began the commercial operation in early

April 2011.

Investments in subsidiary/ As at September 30, 2011:

associated/related companies

Unit: Bt. million

Name Type and nature of business Paid-up capital %

ownership

Investment value

(acquisition cost)

1. Mill Pack Co., Ltd. Lubricant packaging for supply to SME

customers

Bt. 15.00 million 99.95 Bt. 14.99 million

2. Elegance Packaging Co.,

Ltd.

Lubricant bottle caps Bt. 1.00 million 99.97 Bt. 1.00 million

3. Panjawattana (Tian Jin)

Plastic Co., Ltd.

Lubricant packaging for supply to customers

in the People?s Republic of China

USD 2.2 million 100.00 Bt. 66.29 million

Change in capital in the past 3 years

Unit: Bt.

Date Capital

increased

(decreased)

Total capital Remark/Purpose of fund application

November 20, 2009 40,000,000 130,000,000 For business expansion, issued via a right offering

December 17, 2010 54,000,000 184,000,000 For business expansion , issued via a right offering

August 4, 2011 36,000,000 220,000,000 For business expansion , issued via a right offering and

offering to new investors

September 8, 2011 56,000,000 276,000,000 For capital increment for Initial public offering of Bt. 54.0

million and for share allotment to directors, management and

employees of Bt. 2.0 million

Accounting period January 1-December 31

Auditor Miss Chanthra Wongsri-udomporn No. 4996 Dharmniti Auditing Co., Ltd.

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Translation

Registrar Thailand Securities Depository Co., Ltd.

Financial advisor Advisory Plus Co., Ltd.

Dividend payment policy

- PJW?s dividend payment policy

The Company has a policy to pay dividend not less than 40% of net profit after corporate income tax in the

Company?s separate financial statement and after legal reserve. However, the Company may declare dividend payment at a

lower rate, depending on its performance, financial position, liquidity, working capital need, business expansion, and other

factors related to its business management as deemed appropriate by the Board of Directors and/or the shareholders of the

Company.

- Dividend payment policy of subsidiaries

The Company?s subsidiaries have a policy to pay dividend at not less than 50% of net profit after corporate

income tax of each subsidiary?s separate financial statement and after legal reserve. However, the subsidiaries may declare

dividend payment at a lower rate, depending on their performance, financial position, liquidity, working capital need, business

expansion, and other factors related to their business management as deemed appropriate by the board of directors and/or the

shareholders of each subsidiary.

BOI promotion certificate

PJW has been granted tax and duty privileges from the BOI according to the Investment Promotion Act B.E.

2520. Details of the promotional privileges are as follows:

The Company has obtained the Promotion Certificate No. 1080(10)/2553, taking effect from April 1, 2010 and

expiring on March 31, 2017, and is entitled to tax exemption for the maximum weight of plastic packaging of about 5,100

tons/year and plastic parts of around 2,470 tons/year, including the following privileges:

- Exemption of corporate income tax on net profit earned from the promoted activities for a period of seven

years;

- Allowance to deduct loss carried forward during the promotion period from net profit earned after the end

of tax holiday for a period of five years;

- Exemption/Reduction of import duty on machinery as approved by BOI (for the import taking place not

later than July 27, 2012); and

- Exemption of withholding tax on dividend paid to shareholders.

In addition, MPC applied for the BOI promotional privileges in May 2011 and the BOI notified MPC of its

application being accepted on October 5, 2011. MPC already replied in writing to confirm its intention to be a BOI-promotion

recipient.

The BOI privileges granted to MPC are as follows:

1. Exemption of import duty on machinery;

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Translation

2. Exemption of corporate income tax on net profit earned from the promoted activities for a period of

eight years, counting from the first date of income earning from such activities; and

3. Allowance to deduct the annual loss incurred during the tax holiday from net profit earned after the

end of tax holiday for a period not over five years.

No. of shareholders As at February 23, 2012:

No. of shareholders No. of shares held % of paid-up capital

1. Strategic shareholders

1.1 Directors, managers, and executive management,

including related persons and associated persons

15 390,950,000 70.83

1.2 Shareholders holding > 5%, including related

persons

1.3 Controlling shareholders

2. Non-strategic shareholders holding > 1 board lot 3,801 161,050,000 29.17

3. Non-strategic shareholders holding < 1 board lot

Total shareholders 3,816 552,000,000 100.00

Major shareholders As at February 23, 2012:

Name Post-IPO Pre-IPO

No. of shares

(shares)

% of paid-

up capital

No. of shares

(shares)

% of paid-

up capital

1 Group of Hemmontharop 387,600,000 70.22 387,600,000 88.09

1.1 Mr.Kongsak Hemmontharop 102,086,000 18.50 102,086,000 23.20

1.2 Mrs.Malee Hemmontharop 197,360,000 35.75 197,360,000 44.85

1.3 Mr.Wiwat Hemmondharop 72,154,000 13.07 72,154,000 16.40

1.4 Mr.Satit Hemmondharop 8,000,000 1.45 8,000,000 1.82

1.5 Mr.Pirun Hemmondharop 8,000,000 1.45 8,000,000 1.82

2 Group of Tantivutikul 12,650,000 2.29 11,400,000 2.59

2.1 Mr.Kittisak Tantivutikul1/

11,600,000 2.10 11,400,000 2.59

2.2 Mr.Monthip Tantivutikul1/

600,000 0.11 - -

2.3 Mrs.Pannee Tantivutikul1/ 250,000 0.05 - -

2.4 Mr.Pongsak Tantivutikul1/ 200,000 0.03 - -

3 Mr.Tawib Rittinapakorn 11,816,000 2.14 11,400,000 2.59

4 Mr.Taweesak Tepakornrojanakit 11,400,000 2.07 11,400,000 2.59

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Translation

Name Post-IPO Pre-IPO

No. of shares

(shares)

% of paid-

up capital

No. of shares

(shares)

% of paid-

up capital

5 Mr.Pitoon Anekvittayakit 5,720,000 1.04 5,700,000 1.29

6 Mr.Padit Tanchan 5,700,000 1.03 5,700,000 1.29

7 Mr.Pravit Porncharoenroj 5,700,000 1.03 5,700,000 1.29

8 Mr.Pitoon Kosiyarakwong 800,000 0.14 - -

9 Mr. Termpong Tantipipatpong 600,000 0.11 - -

10 Mr. Weera Sitsuksai 587,000 0.11 - -

11 Director, management and employees

of company2/

5,100,000 0.92 1,100,000 0.27

12 Minority shareholders 104,327,000 18.90 - -

Total 552,000,000 100.00 440,000,000 100.00

1/ Mr.Montip Tantivutikul is younger brother of Mrs.Malee Hemmontharop and husband of Mrs.Pannee Tantivutikkul

Mr.Kittisak Tantivutikkul and Mr.Pongsak Tantivutikkul are son of Mr.Montip Tantivutikul .

2/ Miss Thitima Tantivutikul is granddaughter of Mrs.Malee Hemmontharop, Sales Director of PJW and holds 350,000 shares

Foreign shareholders As at February 23, 2012:

PJW had a total of 28 foreign shareholders altogether holding 1,069,200 shares or 0.19%

of its paid-up capital.

Remark: The Company?s Articles of Association, Article 10, impose restrictions on

foreign shareholding as follows: ;The Company?s shares can be transferred freely and

the aggregate number of shares owned by foreign shareholders at any time shall not

exceed 49% of the total paid-up share capital. The Company shall have the right to

refuse any share transfer that will cause the proportion of foreign shareholding to exceed

the said limit.<

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Translation

Board of Directors

No. Name Position Effective date

1. Dr. Damri Sukhotanang Board Chairman/Independent Director September 5, 2011

2. Mr. Kongsak Hemmontharop Vice Chairman

Director

September 5, 2011

March 1,2011

3. Mr. Wiwat Hemmondharop Executive Committee Chairman

Director

September 5, 2011

November 30,1987

4. Mrs. Malee Hemmontharop Deputy Managing Director

Director

September 5, 2011

March 1, 2011

5. Mr. Satit Hemmondharop Executive Committee Member/Managing Director

Director

September 5, 2011

October 9, 1992

6. Mr. Pirun Hemmondharop Executive Committee Member/

Deputy Managing Director

Director

September 5, 2011

January 28, 2011

7. Miss Charanya Sangsukdee Independent Director/Audit Committee Chairman September 5, 2011

8. Assoc. Prof. Dr. Ekachai Nittayakasetwat Independent Director/Audit Committee Member September 5, 2011

9. Mr. Natthawut Khemayotin Independent Director/Audit Committee Member September 5, 2011

Audit Committee

The Extraordinary General Meeting of Shareholders No. 5/2011 on September 5, 2011 resolved to appoint an Audit

Committee.

Members of the Audit Committee:

No. Name Position

1. Miss Charanya Sangsukdee Audit Committee Chairman

2. Assoc. Prof. Dr. Ekachai Nittayakasetwat Audit Committee Member

3. Mr. Natthawut Khemayotin Audit Committee Member

Mrs. Prim Chaiyawat acts as Secretary to the Audit Committee.

Scope of duties and responsibilities:

1. To review and ensure the accuracy and adequacy of the Company?s financial reporting.

2. To review and make certain that the Company?s 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 unit concerned with internal audit function.

3. To review and make sure that the Company complies with the law on securities and exchange, the SET?s regulations and

the laws relevant to its business.

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Translation

4. To consider, select, and nominate an independent person to serve as the Company?s auditor and to propose remuneration

for such person, as well as to participate in a meeting with the auditor, without presence of the management, at lease once

a year.

5. To consider any connected transaction or transaction prone to a conflict of interest to ensure that it conforms to the

relevant laws and the SET?s 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, for publishing in the

Company?s annual report, containing at least the following details:

(a) Opinion on the accuracy, completeness and reliability of the Company?s financial report;

(b) Opinion on the adequacy of the Company?s internal control system;

(c) Opinion on the Company?s compliance with the law on securities and exchange, the SET?s 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;

(f) Number of the Audit Committee?s meetings held and attendance by the individual Audit Committee members;

(g) Opinion or observation received by the Audit Committee from its performing of duties in accordance with the

charter; and

(h) Other transactions that should be notified to the shareholders and the general investors 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 Company?s 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 SET?s regulations or the laws relevant to the Company?s

business.

Terms for holding office:

1. Audit Committee Chairman 3 years

2. Audit Committee Member 3 years

(Including the additional appointment to and removal from the Audit Committee)

Listing conditions - None -

Silent period The shareholders, owning shares in the Company before the IPO and holding

303,600,000 shares or 55% of the post-IPO paid-up capital, certify to the SET that they

will not sell those shares for a period of one year from the first trading date of the Company?s

securities. Those shareholders will be allowed to sell 25% of the total amount of shares

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Translation

prohibited from selling upon a lapse of a six-month period and to sell the remainder after

completion of such one-year silent period.

Waiver by the SET - None -

Other crucial issues (if any) - None -

Statistical Summary


---------------- Bt. million?s ------------ ------------------- Bt./share1/ ---------------------

Year

Total sales Net profit (loss)

2/

Earnings

(Loss)3/,4/

Dividend

Book value Payout ratio2/

(%)

Ended December 31, 2008

(audited)

808.99 71.67 0.40 - 0.27 -


(audited)

387.80 46.27 0.24 - 0.52 -


(audited)

1,369.33 120.56 0.46 0.14 0.82 41.82

9 months ended September 30,

2011 (reviewed)

1,206.57 118.19 0.31 0.23 0.67 84.61

1/ On September 5, 2011, the EGM No. 5/2554 resolved to change the par value from Bt. 1,000 to Bt. 0.50 a share. For comparative

purpose, the Financial Advisor has thus adopted the Bt. 0.50 per share par value in the calculation.

2/ Net income attributable to the Company?s shareholders (Exclude gain on extraordinary items i.e. gain on debt restructuring and gain on sales

of assets) was Bt. 7.85 million in 2008, Bt. 45.73 million in 2009, Bt. 118.54 million in 2010 and Bt. 112.69 million for 9M/2011.

3/ Net income attributable to the Company?s shareholders per share (Exclude gain on extraordinary items i.e. gain on debt restructuring and

gain on sales of assets) was Bt. 0.04 in 2008, Bt. 0.24 in 2009, Bt. 0.45 in 2010 and Bt. 0.30 for 9M/2011.

4/ Calculated from weighted average number of shares stated in the reviewed and audited financial statements

Panjawattana Plastic Plc. and Its Subsidiaries

---------------- Bt. million?s ------------ ------------------- Bt./share1/ ---------------------

Year

Total sales Net profit

(loss)2/

Earnings

(Loss)3/,5/

Dividend

Book value Payout ratio

(%)


(audited) 4/

892.42 71.68 0.40 - 0.88 -


(audited) 4/

1,051.21 46.27 0.24 - 0.90 -


(audited)4/

1,371.33 112.21 0.42 0.14 0.82 44.93

9 months ended September 30,

2011 (reviewed)

1,241.87 112.04 0.29 0.23 0.67 89.25

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Translation

1/ On September 5, 2011, the EGM No. 5/2554 resolved to change the par value from Bt. 1,000 to Bt. 0.50 a share. For comparative

purpose, the Financial Advisor has thus adopted the Bt. 0.50 per share par value in the calculation.


of assets) was Bt. 7.85 million in 2008, Bt. 45.73 million in 2009, Bt. 110.20 million in 2010 and Bt. 111.31 million for 9M/2011.

3/ Net income attributable to the Company?s shareholders per share (Exclude gain on extraordinary items i.e. gain on debt restructuring and

gain on sales of assets) was Bt. 0.04 in 2008, Bt. 0.24 in 2009 and Bt. 0.42 in 2010, Bt. 0.29 for 9M/2011.

4/ Based on quasi financial statements, audited by PJW?s auditor

5/ Calculated from weighted average number of shares stated in the reviewed and audited financial statements


Statements of financial position

(Unit: Bt. million)

Separate financial statement

Quasi consolidated financial

statement

Consolidated

financial

statement

Dec 31, 08 Dec 31, 09 Dec 31, 10 Sep 30, 11 Dec 31, 08 Dec 31, 09 Dec 31, 10 Sep 30, 11

Current assets

Cash and cash equivalents 21.12 1.95 5.88 96.49 42.57 22.73 22.42 123.10

Trade accounts receivable 112.59 129.9 222.66 244.59 110.88 200.20 219.68 254.07

Short-term loans to related parties - 48.00 - 10.52 8.94 3.60 2.00 -

Inventories-net 25.77 64.41 73.52 88.90 67.10 65.06 73.52 102.05

Deposit for asset purchase - 10.18 13.53 14.73 - 19.62 13.53 18.19

Deposit for mold making - 2.55 6.01 5.82 - 2.56 6.01 5.82

Other current assets 4.07 4.31 4.36 7.85 8.68 6.13 4.94 16.54

Total current assets 196.67 262.56 327.73 472.44 238.19 319.92 342.12 519.77

Non-current assets

Investments in subsidiaries - - - 82.29 - - - -

Overseas investment - - 10.40 - - - 10.40 -

Property, plant and equipment-net 4.12 10.34 397.43 547.02 162.82 224.64 401.86 589.84

Computer software-net 1.99 2.64 4.00 4.60 2.96 4.76 4.00 4.94

Other non-current assets 11.12 11.12 7.97 7.39 14.53 14.54 12.81 15.47

Total non-current assets 18.22 25.11 419.80 641.30 181.30 244.95 429.07 610.25

Total assets 214.89 287.67 747.53 1,113.74 419.49 564.87 771.19 1,130.02

Current liabilities

Overdrafts and short-term loans from

financial institutions - - 84.53 80.00 - 20.00 84.53 80.00

Trade accounts payable 96.34 86.05 169.69 277.79 113.01 165.66 169.69 281.95

Current portion of

- Long-term loans - - 34.66 53.79 24.60 28.2 34.66 53.79

- Liabilities under finance lease agreements - - 25.89 32.87 - 0.37 26.29 32.87

Short-term loans from related parties 14.23 0.31 - - 26.30 1.05 0.69 -

- 25 -

Translation

(Unit: Bt. million)



statement

Consolidated

financial

statement

Dec 31, 08 Dec 31, 09 Dec 31, 10 Sep 30, 11 Dec 31, 08 Dec 31, 09 Dec 31, 10 Sep 30, 11

Short-term loans from other parties - - - - - - - 3.45

Payables for asset purchase G other companies - - 12.29 9.53 - - 12.29 10.70

Accrued corporate income tax 9.39 13.30 26.31 9.16 13.08 22.02 27.02 9.18

Accrued expenses 21.97 13.22 29.21 30.41 29.31 30.39 29.67 31.13

Deposit receivable for mold making - 3.18 2.69 3.95 - 3.18 2.69 3.95

Accrued dividend - - - 100.00 - - - 100.00

Other current liabilities 17.30 5.87 5.77 6.14 20.63 11.78 10.36 6.90

Total current liabilities 165.85 152.36 391.71 603.64 247.95 298.73 397.89 613.92

Non-current liabilities

Long-term loans - - 15.00 170.73 54.00 25.80 15.00 170.73

Liabilities under finance lease agreements - - 38.13 32.53 - 1.10 38.83 32.53

Employee benefit obligations - - - 13.23 - - - 14.38

Other non-current liabilities 0.06 0.06 1.22 0.85 0.06 0.06 1.22 0.85

Total non-current liabilities 0.06 0.06 54.35 217.34 54.06 26.96 55.05 218.49

Total liabilities 165.91 152.42 446.06 820.98 302.01 325.69 452.94 832.41

Shareholders; equity

Registered capital 90.00 130.00 184.00 276.00 90.00 130.00 184.00 276.00

Issued and paid-up capital 90.00 130.00 184.00 220.00 90.00 130.00 184.00 220.00

Retained earnings - unappropriated (41.02) 5.25 125.81 73.15 68.49 103.93 117.47 58.66

Total equity of parent 48.98 135.25 301.47 292.76 158.49 233.93 301.47 292.62

Non-controlling interest - - - - (41.01) 5.25 16.78 5.00

Total shareholders; equity 48.98 135.25 301.47 292.76 117.48 239.18 318.25 297.61

Total liabilities and shareholders; equity 214.89 287.67 747.53 1,113.74 419.49 564.87 771.19 1,130.02

Statements of income

(Unit: Bt. million)



statement

Consolidated

financial

statement

2008 2009 2010 9M/2011 2008 2009 2010 9M/2011

Revenues

Revenues from sales 808.99 387.80 1,369.33 1,206.57 892.42 1,051.21 1,371.33 1,241.87

Gain on sales of assets 0.38 - - 5.50 0.38 1.15 8.64 0.80

Other revenues 1.29 4.27 8.03 3.56 0.34 5.92 5.24 1.76

Total revenues 810.66 392.07 1,377.36 1,215.63 893.14 1,058.28 1,385.21 1,244.43

Expenses

Cost of sales 721.73 278.70 1,088.59 953.30 782.95 847.51 1,089.17 981.08

Selling expenses 10.72 8.70 33.70 30.80 21.92 22.59 34.07 32.34

- 26 -

Translation

(Unit: Bt. million)



statement

Consolidated

financial

statement

2008 2009 2010 9M/2011 2008 2009 2010 9M/2011

Administrative expenses 38.63 21.83 55.93 42.33 35.40 49.53 59.52 47.19

Impairment loss on assets (reversal) - - - - 4.78 (4.78) - -

Management remuneration 13.90 16.15 30.76 28.07 18.85 23.65 30.76 28.23

Total expenses 784.98 325.38 1,208.98 1,054.50 863.90 938.50 1,213.52 1,088.84

Profit before finance cost and income tax 25.68 66.69 168.38 161.13 29.24 119.78 171.69 155.59

Finance cost 3.42 - 9.75 12.79 5.81 5.81 11.06 12.87

Income tax 14.04 20.42 38.07 30.15 18.58 32.27 41.24 30.61

Net profit before gain on debt restructuring 8.22 46.27 120.56 118.19 4.85 81.70 119.39 112.11

Gain on debt restructuring 63.45 - - - 72.53 - - -

Net profit on operation for equity holders of

parent2/

7.85 45.73 118.54 112.69 7.85 45.73 110.20 111.31

Net profit for equity holders of parent 71.67 46.27 120.56 118.19 71.68 46.27 112.21 112.04

Net profit per share1/,3/

0.40 0.24 0.46 0.31 0.40 0.24 0.42 0.29

1/ Calculated from weighted average number of shares


of assets

3/ Net income attributable to the Company?s shareholders per share (Exclude gain on extraordinary items i.e. gain on debt restructuring and gain

on sales of assets) was Bt. 0.04 in 2008, Bt. 0.24 in 2009, Bt. 0.45 in 2010 and Bt. 0.30 for 9M/2011 as stated in separate financial statement and

was Bt. 0.04 in 2008, Bt. 0.24 in 2009 and Bt. 0.42 in 2010 as stated in quasi consolidated financial statement and was Bt. 0.29 for 9M/2011 as

stated in consolidated financial statement.

Cash flow

(Unit: Bt. million) Separate financial statement Quasi consolidated financial

statement

Consolidated

financial

statement

Audited Reviewed Audited Reviewed

2008 2009 2010 9M/2011 2008 2009 2010 9M/2011

Net cash provided from (used in)

operating activities

36.39 (26.29) 188.01 212.97 31.61 82.22 131.56 183.76


investing activities

67.80 (18.96) (344.60) (242.15) (10.96) (106.25) (214.83) (207.41)


financing activities

(100.41) 26.08 160.51 119.81 (21.77) 4.20 82.96 121.37

Increase (Decrease) in cash and

cash equivalents

3.78 (19.17) 3.92 90.63 (1.11) (19.83) (0.31) 100.68

- 27 -

Translation

Prepared by Advisory Plus Co., Ltd.

We hereby certify that the information contained in this Information Memorandum is complete and true in all respects.


-Mr.Wiwat Hemmondharop- - Mr.Satit Hemmondharop-.

(Mr.Wiwat Hemmondharop) (Mr.Satit Hemmondharop)

Director Director

- 1 - translation exhibit b no. 5- 1 - translation (translation) - information memorandum -...

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