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Financial Highlights 2 Message from the Chairman 3 Board of Directors and Audit Committee 4 Social Activities 2008 8 General Information 11 Nature of Business 14 Risk Factors 17 Shareholders and Management 20 Contents Related Party Transactions 32 Corporate Governance 35 Supervisory Report on Audit Committee 46 Remuneration Committee’s Report 48 Board of Directors’ Responsibility for Financial Reports 49 Management’s Discussion and Analysis 50 Report of Independent Auditor 54 Financial Stetaments 55 () !"#$!% &! # & & '& *,$+ 2510 -./ $!# $3 () ! 4 *!,- $!',$ 2537 && $ &3 40 &$ () # # # , 9 ,& #$!%:,$!' !#$;<,,# =:<>$$!'&" &=":- &=# &%$ !?9 ?&: , () !, &,## -.=:<> <:--?!$ () Thai Rung Union Car Public Company Limited Thai Rung Union Car Plc. has long been established in the business of motor vehicle assembly Originally founded as a limited partnership under the name Thai Rung Engineering in 1967. its business success eventually led to its become a listed company on the Stock Exchange of Thailand in 1994 under the current name, Thai Rung Union Car Public Company Limited. For the last forty years, until the Present, Thai Rung Union Car Plc. has always been dedicated to developing creative and innovative products for the Thai automotive assembly industry, has also had success with imaginative exports to several countries in different parts of the world. lts products have been popular with consumers, and it has received the Prime MinisterGs Award for Best Exporter and the Car of the Year Award, to name just two of many awards. All this is a source of great pride to us at Thai Rung Union Car Plc. and it also strengthens our determination to continue ceaselessly creating and developing quality products for thai people and the thai nation. ( : / Unit : Million Baht) 31 2551 2550 2549 Consolidated, as at 31st December 2008 2007 2006 Operating Performance 2,099.22 2,215.10 2,302.99 Sales and Service Income 2,222.01 2,350.68 2,402.99 Total Revenues 2,209.13 2,384.08 2,423.91 Total Expenses ()!" 12.88 (33.40) (20.92) Earnings (loss) before interest expense and income tax ()#$ (12.12) (11.59) (26.16) Net Earnings (loss) Financial Situation #%& 1,554.85 1,608.29 1,568.35 Current Assets #%& 2,779.06 2,851.84 2,803.88 Total Assets # 323.65 384.68 315.34 Total Liabilities #'*+- 2,455.41 2,467.16 2,488.54 Shareholders; Equity ( : ) Per Share Data (Unit: Baht) ()#$< (0.02) (0.02) (0.05) Earnings (loss) per Share (EPS) ='< - - - Dividend per Share *<?< 4.90 4.92 4.96 Book Value per Share ! ( : %) Financial Ratios (Unit : %) <#$< (0.41) (0.49) (1.08) Net Earnings margin <'<<#'*+- (0.37) (0.47) (1.03) Return on Equity (ROE) <'<#%& (0.32) (0.41) (0.83) Return on Asset (ROA) 2 2551 ! "#$ The year 2008 was a year of great fluctuations and difficulties for the automotive industry the world over. For Thailand, the problems started in mid-year with soaring oil prices, higher interest rates and tightening of conditions for vehicle finance, all of which led consumers to postpone purchasing decisions. In the fourth quarter, the US subprime crisis burst upon the scene. Its effects spread quickly through the world economy, leading to an abrupt slowdown in Thailand;s vehicle and auto parts sales in both domestic and export markets. As a result, all companies are having to revise their plans, as can be seen from news reports on a number of manufacturers who are curbing production capacity, reducing manpower, cutting costs across the board and postponing capital expenditure projects in order to survive through this crisis. In the first half of 2008, Thai Rung;s revenues were up year-on-year, and consolidated net income came in at Bt.37.6m. However, in the second half of the year, rapidly rising fuel prices and the global economic crisis led most of the Company;s customers to curb their production capacity, some of them even halting production temporarily. This resulted in considerably lower revenues in the second half of the year, but thanks to stringent cost cutting measures, the Company was able to record income before finance cost and tax of Bt.12.88m for 2008, a considerable improvement on 2007, for which the corresponding figure was (Bt.33.4m). However the Company;s joint ventures were badly affected by the economic situation and recorded losses, in consequence of which the Company;s overall result for 2008 was a net loss of close to that of the previous year. For 2009 the Company has a clear policy of reducing costs and operating expenses in a concerted and ongoing manner. We have asked senior executives and employees to cooperate by taking salary cuts, limiting the number of working days and reducing general expenses as much as possible. We are downsizing and adjusting the organisational structure to make it more flexible and thus able to survive a period of reduced revenues and be ready to expand again quickly as soon as the economic situation improves. We are also taking steps to raise the level of employee skills and improve the efficiency of production and general work processes in order to enhance the Company;s competitiveness. The Company remains confident that in the future automakers will continue to move their production bases to Thailand in view of the country;s potential, preparedness and relatively low costs. When economic recovery sets in, the Thai automotive and parts industries will be able to respond more quickly than those of other countries. With this in mind, the Company has adjusted its strategy to focus on seeking additional sources of revenue and reducing costs and expenses in a concerted manner to ensure that the Company can come through the crisis and be ready to expand again quickly. The Company;s Directors and senior executives have made great efforts to boost sales of existing products and to push new projects in order to compensate for lost revenue. During the year the Company won contracts to supply parts, dies and jigs for new models of vehicles scheduled for launch in the next two years. The estimated value of the projects over the five year period is Bt.4.6 billion, and several other projects for new models are under discussion. Apart from this, the Company remains determined to develop special purpose vehicles so as to expand its market, and also aims to expand its parts and plastic accessory parts business, contract assembly and painting work for customers both within and beyond the automotive sector, domestic add foreign, and to seek alliances with a view to joint investment and expanding into other related businesses in order to develop additional sources of revenue for the Company. On behalf of the Company;s Board of Directors I should like to thank all our executives and employees for their fine cooperation in implementing cost cutting measures, and to thank our customers, our shareholders, the various organisations and departments both governmental and private, and all our stakeholders. Their constant support is a driving force. All the Directors and I will strive wholeheartedly to bring the Company safely through this crisis and ensure that it is in a position to expand rapidly as soon as economic conditions improve. Pranee Phaoenchoke Chairman of the Board () 3 %&'()*+,-'%&'(./01) : - : - • • " #" %* *! !"#$! %& • -+!( (. *! 49) • : #%'()%( • )%J,- : .$*+,!*!# • %! )%%! • %!#*+ .$*+,!*!# .$*+,!*!# • )%%! • )%+%! . ( . $ .'. #(*! . $ .'. #(*! . $# . $*+ , )! $ . $ .'. "-/ . .'. "-0!$' . 1' . $# . .'. "-0!$' . /,/( . "-$#-! . !'0'' - . 1' . /,/ . / "- / - . /,/( . -- . - $*+ . $"- '' . "-$#-! • )%J,- . /,/ . / "- / - . $*+ , )! $ . $ .'. "-/ . '# "- . -- . $"- '' • • . - $*+ . ( . !'0'' - ! ( 11 .. 2552) : 245,387,500 -! (48.92%) . $"- #!(*! , Director Certification Program 26/2003 : IOD Mrs. Pranee Phaoenchoke ! ( 11 .. 2552) : 47,379,200 -! (9.45%) Chairman of the Board of Directors & President Mr. Sompong Phaoenchoke Academic qualifications: Director & Managing Director • Honorary doctorate in Business Administration, American Coastline University, U.S.A. Academic qualifications: • Honorary Master@s Degree in Commerce and Accountancy Thammasart University • Master@s degree in Industrial Engineering, Keio University, Japan Work Experience: • National Defence College Class of 2006 • Chairman of the Board of Directors & President of Work Experience: Thai Rung Union Car Plc. • Director & Managing Director • Director & President Thai Rung Union Car Plc. Chaicharoenkij Motors Co. Ltd. Thai V.P. Corporation Co. Ltd. • Chairman of Risk Management Committee Thai Rung Tools and Dies Co. Ltd. Thai V.P. Auto Service Co. Ltd. Thai Rung Union Car Plc. Thai Ultimate Car Co. Ltd. V.P. Auto Enterprise Co. Ltd. • Director & Vice President Sinthoranee Property Co. Ltd. First Part Co. Ltd. Thai V.P. Corporation Co. Ltd. Thai Ultimate Car Co. Ltd. Isuzu Chaicharoenkij Motors Co. Ltd. Delta-TR Co. Ltd. V.P. Auto Enterprise Co. Ltd. First Part Co. Ltd. Thai Auto Pressparts Co. Ltd. Europe Thai Car Rent Co. Ltd. Isuzu Chaicharoenkij Motors Co. Ltd. Europe Thai Car Rent Co. Ltd. Isuzu V. Motor Co. Ltd. Lexus Auto City Co. Ltd. Isuzu V. Motor Co. Ltd. Lexus Auto City Co. Ltd. V.P.K. Auto Co., Ltd. Delta Thairung Co., Ltd. • Director • Director & Managing Director Delta Thairung Co., Ltd. Thai Rung Tools and Dies Co. Ltd. Thai V.P. Auto Service Co. Ltd. Shareholding as of March 11, 2009 : 245,387,500 shares (48.92%) Delta-TR Co. Ltd. Thai Auto Pressparts Co. Ltd. • Director Chaicharoenkij Motors Co. Ltd. Sinthoranee Property