- Unofficial Translation - Annual Registration Statement (Form 56-1) For the Year Ended 31 December 2013 Sri Trang Agro-Industry Public Company Limited TABLE OF CONTENTS Page Part 1 Issuing Company 1. Policy and Overview of Business Operation 1 2. Nature of Business 11 3. Risk Factors 39 4. Operating Assets 45 5. Legal Disputes 47 6. General Information and Other Important Information 48 Part 2 Management and Corporate Governance 7. Details of Securities and Shareholders 1 8. Management Structure 8 9. Corporate Governance 20 10. Corporate Social Responsibility 46 11. Internal Control and Risk Management 53 12. Related Party Transactions 56 Part 3 Financial Position and Operating Result 13. Financial Information 1 14. Management Discussion and Analysis 7 Certification of Accuracy of Information Enclosure Enclosure 1 Details of the Directors, Executives, Controlling Persons, and 1 Corporate Secretary Enclosure 2 Details of the Directors of the Subsidiaries 1 Enclosure 3 Details of Head of Internal Control and Compliance Department 1 Enclosure 4 Details of Asset Valuation 1 DEFINED TERMS AND ABBREVIATIONS In this document, unless the context otherwise requires, references to “our Company”, “the Company” or “STA” refer to Sri Trang Agro-Industry Public Company Limited; references to “we”, “us”, “our”, “ourselves”, and “Group” refer to the Company and its consolidated subsidiaries taken as a whole. Our Group Companies and other Entities Anvar Parawood : Anvar Parawood Company Limited Company or STA : Sri Trang Agro-Industry Public Company Limited Nam Hua Rubber : Nam Hua Rubber Company Limited Pattana Agro Futures : Pattana Agro Futures Company Limited Premier System Engineering : Premier System Engineering Company Limited PT Sri Trang Lingga : PT Sri Trang Lingga Indonesia Rubberland Products : Rubberland Products Company Limited Sadao P.S. Rubber : Sadao P.S. Rubber Company Limited Semperflex Asia : Semperflex Asia Corporation Limited Semperflex Shanghai : Semperflex Shanghai Ltd. Semperform Pacific : Semperform Pacific Corporation Limited Semperit Technische : Semperit Technische Produkte Gesellschaft m.b.H., a subsidiary of Semperit AG Holding Sempermed Brasil : Sempermed Brasil Comé´ rcio Exterior Ltda. Sempermed Singapore : Sempermed Singapore Pte. Ltd. Sempermed USA : Sempermed USA, Inc. Shanghai Semperit : Shanghai Semperit Rubber & Plastic Products Co., Ltd. Shanghai Sempermed : Shanghai Sempermed Glove Sales Co., Ltd. Shi Dong Investments : Shi Dong Investments Pte. Ltd. Shi Dong Shanghai : Shi Dong Shanghai Rubber Co., Ltd. Sri Trang International : Sri Trang International Pte. Ltd. Sri Trang Rubber & Plantation : Sri Trang Rubber & Plantation Company Limited Sri Trang USA : Sri Trang USA, Inc. SSC : Siam Sempermed Corporation Limited Starlight Express Transport : Starlight Express Transport Company Limited Startex Rubber : Startex Rubber Corporation Limited STH : Sri Trang Holdings Company Limited Thai Tech Rubber : Thaitech Rubber Corporation Limited Sri Trang Indochina : Sri Trang Indochina (Vietnam) Company Limited General CDP : The Central Depository (Pte) Limited Code of Corporate Governance : Singapore Code of Corporate Governance 2012 Concentrated Latex : Liquid latex with a dry rubber content of approximately 60.0% Listing Manual : The listing manual of the SGX-ST Natural Rubber Products : RSS, TSR and Concentrated Latex Office of the SEC : The Office of the SEC Other Finished Products : Finished products, including high-pressure hydraulic hoses, escalator handrails and various rubber and plastic parts which are mainly used in electrical appliances PLCA : The Public Limited Companies Act B.E. 2535 (1992) of Thailand, as amended from time to time RSS : Ribbed smoked sheet SEC : The Securities and Exchange Commission of Thailand SEC Act : The Securities and Exchange Act. B.E. 2535 (1992) of Thailand, as amended from time to time SET : The Stock Exchange of Thailand SFRS : Singapore Financial Reporting Standards SGX-ST : Singapore Exchange Securities Trading Limited SICOM : Singapore Commodity Exchange Limited STR : Standard Thai rubber Thai GAAP : Generally accepted accounting principles in Thailand TSD : The Thailand Securities Depository Co., Ltd. TSR : Technically specified rubber, which includes STR and SIR Currencies and Measurements Baht : The lawful currency of Thailand IDR or Indonesian Rupiah : The lawful currency of Indonesia MYR or Malaysian Ringgit : The lawful currency of Malaysia R$ : The lawful currency of the Federative Republic of Brazil SGD or Singapore dollar : The lawful currency of the Republic of Singapore US$ or US Dollar : The lawful currency of the U.S. Sri Trang Agro-Industry Public Company Limited Annual Registration Statement (Form 56-1) แบบแสดงรายการข้อมูลประจ าปี (แบบ 56-1) Sri Trang Agro-Industry Public Company Limited Part 1 The Issuing Company Sri Trang Agro-Industry Public Company Limited Annual Registration Statement (Form 56-1) 1. POLICY AND BUSINESS OVERVIEW 1.1 Background STA was established by our founders, Mr. Somwang Sincharoenkul and Dr. Viyavood Sincharoenkul in Thailand in 23 April 1987, as a private limited company with an initial registered capital of Baht 31 million to produce RSS in Hat Yai, Thailand. STA is a producer and exporter of natural rubber, which is one of the most important agricultural products in the southern part of Thailand. STA has continuously expanded its business to support the growth of the domestic and international rubber industries. In 1991, we undertook an initial public offering exercise in Thailand and were listed on the SET on 22 August 1991. STA was converted as a public limited company in 27 December 1993. In January 2011, STA made an offering of its newly issued shares to the public (Public Offering) in Singapore, including institutional investors and listed its shares on the SGX-ST. At present, STA shares are listed securities on both the SET and SGX-ST (Dual Listing). Vision and Mission Vision Passionately, we drive possibilities >> the green rubber company>> 1. We are committed to delivering to our shareholders, having regard to sustainable growth and reasonable, consistent returns to shareholders, the highest level of satisfaction. 2. We are committed to an environmentally sound approach to production, through which we strive to inspire satisfaction and confidence in our customers and supplier alike. 3. We are committed to the practices of good corporate governance and to operating with fairness and transparency with a view to improving the living and working conditions of our stakeholders. 4. We are committed to providing our employees with a pleasant work environment, fair compensation and career advancement opportunities. 5. We are committed to minimizing the social and environmental impact of our operations and to the sustainable consumption of natural resources. Mission 2013: Year of Performance Management Under the climate of intense competition, to attain a long-term success, we need to be able to adapt to the evolving business environment by continuously enhancing our competitiveness in terms of production, operation and management in order to achieve optimal efficiency as a “High-Performance Organisation”. We, therefore, need knowledgeable and skilled personnel who are able to collaborate with one another on all aspects of operation. This would enable us to achieve optimum efficiency, which would, in turn, bring about organizational success. Part 1 Page 1 Sri Trang Agro-Industry Public Company Limited Annual Registration Statement (Form 56-1) 2014: Year of Productivity Efficiency The main target of the Company is to ensure and to extend our position as a successful key player in the rubber market worldwide. This means that our main focus on productivity issues has to ensure high competitiveness as it is the most important economic concern. This is not only the continuation of the successful current productivity project, but also further improvement in all positions and departments and transformation process to a modern organization structure with steady growing number of factories and offices in Thailand along with other countries worldwide. In order to achieve this, we need to monitor and establish best practice projects in all of our locations to achieve higher productivity, particularly in the labor intensive factories, including the restructuring of some key departments, better communication and coordination between the factories and departments, implementation of a generally accepted and binding reporting system containing significant and valid key figures. The ultimate goal is to increase productivity and competitiveness which will benefit all our employees in terms of secure workplaces, higher income and standard of living. 1.2 Significant Changes and Developments 1.2.1 Company Milestones Commenced operations producing ribbed smoked sheets in Hat Yai, April 1987 Thailand with an initial registered capital of Baht 31.0 million. October 1987 Established Anvar Parawood for the production of rubber wood for the furniture industry. March 1988 Established Rubberland Products for the production of Concentrated Latex, our Group’s first processing facility producing Concentrated Latex. January 1989 Jointly established SSC to produce latex examination gloves. March 1990 Thai Tech Rubber was jointly established with Southland Rubber Co., Ltd and Itochu Corporation Limited to expand our product mix to cover TSR block rubber. January 1994 Starlight Express Transport was established to provide logistical support to our Group’s