Contents Message from the Chairman of the Board of Directors 2 Profile of the Directors Executives and Authorized persons 3 Profile of the Head of Internal Audit Manager and Head of Compliance 11 Part1 of the Business Policy andb Business Overview 13 Nature of Business Operation 16 Risk Factors 46 Assets for business operation 48 Legal Disputation 50 General Information 51 Part 2 Management and Governance Securities Information and Shareholders 55 Management Struct ure 58 Corporate Governance 70 Coporate Social Responsibilities 98 Internal Control and Risk Management 109 Connected Transaction 112 Part 3 of the financial position and results of operations Key Financial Information 114 Management Discussion and Analysis 119 Audit Committee Report 122 Report of the Board of Director’s Responsibilities of Financial Statements 123 Minutes of the Annual General Meeting of Shareholders No. 10/2014 124 Financial Statements 134 1. Policy and Business Overview The group of SNC Former Public Company Limited comprises of 14 companies, including SNC. There are 7 subsidiaries held directly by SNC, 2 subsidiaries held by its subsidiary, 2 associated company (has not commenced the operation) and 1 jointly controlled company. At present, the business operation of the Company’s group can be classified in 4 groups as follows: AUTO = parts for automobile air conditioner PART = parts for cooling machine OEM = OEM for cooling machine OTHER = Other operations such as parts for washing machine, tools made of steel, tungsten carbide and water heater Type of business Company AUTO PART OEM OTHER SNC Former Public Company Limited (SNC) 1.1 Branch 2 1.2 Branch 4 Direct subsidiaries SNC Pyongsan Evolution Company Limited (SPEC) SNC Cooling Supply Company Limited (COOL) Immortal Part Company Limited (IMP) Paradise Plastic Company Limited (PRD) Toptech Diamond Tool Company Limited (TTD) SNC Creativity Anthology Company Limited (SCAN) (during machinery installation) SNC Atlantic Heat Pump Company Limited (SHAP) SNC Fukui Holy Insulation Company Limited (SFHI) Meisou SNC Precision Company Limited (MSPC) Indirect subsidiaries Ultimate Part Company Limited (UMP) Infinity Part Company Limited (IPC) Associates SNC Atlantic Water Heater Asia Company Limited (SAWHA) (has not commenced the operation) Fuso Industries Company Limited (FUSO) Jointly-controlled entity Page 13 Type of business Company AUTO PART OEM OTHER SSM Automation Company Limited (SSMA) 1.1 Vision and Mission Vision: SNC Superstore : The center of all products and one stop services for automotive, cooling machine, electrical appliances and electronics industries. Mission 1) Quality First : Consider the quality of product first 2) Differentiation : Create variety of products and services to response to all kinds of customers needs 3) Cost Effectiveness : Manufacture high quality product at the price that the customers can buy to compete with others 4) Quick Response : Response to the customers’ need promptly 5) Flexible Manufacturing System : Adapt production system to be ready for the rapid change of environment 6) Focus on Products and Stakeholders : Focus on environmentally friendly product as well as direct and indirect stakeholders 7) Service Mind : Possess mind, soul and determination for service to maximize customers’ satisfaction 1.2 Major change and development On October 3, 2012, SNC Creativity Anthology Company Limited (SCAN) was established and held 100% by SNC Former Public Company Limited. Its objective is to manufacture aluminum condenser for air conditioner. Year 2013 was the preparation year for its plant and machinery. SCAN has constructed 5,000 square meters plant located at Amphur Nikom Pattana, Rayong and already installed necessary machines for production since quarter 4 of 2013. The initial production capacity is at 100,000 machines per year and will install additional machines in 2014 to increase its production capacity to 5000,000 machines per year. Moreover, SCAN has constructed Development Center (D-Center) building for 1,600 square meters to develop products to meet various needs of each customer, to be test center which equipped with high technology test equipment to assist customers to develop products and build confidence for its product quality and to develop cost reduction constantly in order to build competitiveness for long term . Page 14 On 15 January 2014, the Company made an additional investment in SSM Automation Co., Ltd., a jointly- controlled entity, of 300,000 ordinary shares, with a par value of Baht 100 per share, totalling Baht 30 million. Total invested shares represent 49% ownership. The Company made an investment in SNC Atlantic Heat Pump Co., Ltd. of 330,000 ordinary shares, with a par value of Baht 100 per share, totalling Baht 33.3 million. Total invested shares represent 74% ownership. The subsidiary was incorporated on 25 March 2014. The Company made an investment in SNC Fukui Holy Insulation Co., Ltd. of 349,996 ordinary shares, with a par value of Baht 100 per share, totalling Baht 35 million. Total invested shares represent 70% ownership. The subsidiary was incorporated on 30 May 2014. The Company and a subsidiary made an investment in Meisou SNC Precision Co., Ltd. of 39,999 and 29,999 ordinary shares, respectively, with a par value of Baht 100 per share, totalling Baht 4 million and 3 million, respectively. Total invested shares represent 40% direct ownership and 30% indirect ownership. The subsidiary was incorporated on 10 November 2014. 1.3 Capital Structure of the Company’s group Business and shareholding structure of the group of SNC Former Public Company Limited can be summarized in diagram as follows: Page 15 2. Nature of Business Operation At present, the business operation of the group of the Company can be classified in 4 main product lines as follows: 2.1 Parts for automobile air conditioner 2.2 Parts for cooling machine 2.2.1 Copper tube parts 2.2.2 Metal fabrication parts 2.2.3 Plastic parts 2.2.4 Heat Exchanger 2.3 OEM for cooling machine 2.4 Other operations In 2013, the revenues from parts of automobile air conditioner, parts for cooling machine, OEM for cooling machine and other operations were 13%, 40%, 42% and 5% of total revenues, respectively (reference to notes to the financial statements section segment information). 2.1 Parts for automobile air conditioner 1) Product Characteristics Parts for automobile air conditioner mostly are made from aluminum tube, fabricated and assembled with metal parts and sold as a set to major air conditioner manufacturers who will deliver and distribute to automobile manufacturers further. The Company’s product samples are Inlet/Outlet Pipe Assembly, Header, Suction Pipe, Flange Inlet/Outlet, Pipe and Hose Assembly, Liquid Pipe, Pipe Assembly with Flange, Discharge Pipe, Insulator Pipe Assembly and Hose-Heather Assembly, Compressor Part and additional products are parts of Plastic and Sheet Metal Fabrication. Product lines of the automobile business can be classified as follows: 1. Machine Part Page 16 Machine part is product which fabricated from aluminum, Extradition, Dai – Casting, stainless steel pipe, metal, brass to be components of automobile air conditioning system, diesel pump, compressor and automobile parts, etc. Machine part will be manufactured for internal assembly and be delivered to customer groups such as Valeo, Denso, Halla, Showa, Calsonic, etc . Product Customer Car Valeo Mitsubishi Denso Toyota Connector Keihin Honda Calsonic Nissan, Isuzu Yoke SNSS Isuzu, GM 2. Aluminum Pipes Aluminum pipes are products that assembled aluminum pipe with aluminum connector to be components of automobile air conditioning system and be delivered to customers such as Valeo, Denso, Halla, Calsonic, Keihin. Product Customer Car Pipe Liquid Valeo Mitsubishi Pipe Suction Denso Toyota Pipe Discharge Halla GM, Ford Pipe Inlet Calsonic Isuzu Pipe Outlet Pipe Ass’y Keihin Honda 3. Steel Pipes Page 17 Steel pipes are products that assembled steel pipe with steel bracket and hardened with MF-Zn+3 and EDP to be components of cooling system. The main customer groups are Denso, Calsonic, Halla. Product Customer Car Denso Toyota Water Pipe Calsonic Isuzu Halla Ford 4. Hose Assembly Hose assembly is product that assembled aluminum pipe with hose to be used in automobile air conditioning system. The Company manufactures the product for Valeo group to be used for Mitsubishi Triton and Pajero Sport for both domestic and export sales. Product Customer Car Hose Discharge Hose Suction Valeo Mitsubishi, Nissan Hose Liquid 5. Plastic Products of plastic group for automobile air conditioner system is parts of Shroud Fan which the Company started the production with Denso group . Product Customer Car Shroud Fan Denso Toyota Frame Honda Honda 6. Stamping & Forging - Metal Stamping is component of Pipe Water and Bracket in automobile air conditioner system which the Company has expanded its products to other parts (viper) such as Viper set. Page 18 Pipe Water and Bracket Viper Product Customer Car Viper Denso Toyota Bracket Denso Toyota - Aluminum Stamping is expandable product of Stamping Process from Metal to Aluminum by using as components of Evaporator and Condenser of Automobile Air Conditioner system. Side Plate EVA Side Plate Ass’y Product Customer Car Side Plate EVA Keihin Honda / Mitsubishi Side Plate Ass’y Keihin Honda - Aluminum Forging, the production of Aluminum Forging will start in 2014 targeting to produce parts for automobile air conditioner system such as Header End,