an_super_2018_en

1.3) Business risks

1.4) External risks

2. Establish the Company’s risk management policies, regulations and framework for use as a
business guideline in compliance with securities and exchange laws, stock exchange regulations and laws
related to the Company’s business operations as well as establish anti-corruption measures and regulations
and present them to the Board of Directors for consideration of the overall risk management.

3. Supervise, monitor and promote risk management in order to achieve success at the
organizational and project levels by considering each risk as well as evaluate, analyze and make decisions to
ensure that the risk management process covers all stages of the Company’s business operations.

4. Review risk management regulations and frameworks by comparing them with international
practices and make revision recommendations as deemed fitting to the Board of Directors.

5. Evaluate the operation results of the Risk Management Committee and make
recommendations for development and improvement and present it to the Board of Directors for
acknowledgement and to use for the establishment of policies in order to further develop the organization.

6. Make reports on the Risk Management Committee’s activities and publish it in the
Company’s annual report. The aforementioned report is signed by the Chairman of the Risk Management
Committee.

6.1) Express the overall opinion or observation on tasks assigned to the Risk Management
Committee.

6.2) Make reports on other subjects within the jurisdiction and scope of responsibility
assigned by the Board of Directors about which the Risk Management Committees deems the shareholders
and general investors should be informed.

6.3) Make reports on the number of Risk Management Committee meetings held and the
attendance of each Risk Management Committee members as well as reports on the renumerations of each
member holding a position.

7. Establish strategies and structures for the organization and resources used for the Company’s
risk management to comply with risk management policies and the Company’s business strategies and
direction.

8. Supervise and review policies for strategies and procedures to ensure proper implementation of
risk management strategies.

9. Establish a budget or activity type in accordance with risks and present it to the Board of
Directors for approval as an operational criteria for each type of risk.

10. The Risk Management Committee has the authority to appoint a committee to evaluate and
monitor risks for the entire organization.

11. Perform other tasks assigned by the Board of Directors.

9.3Recruitment and Appointment of Directors and Top-level Executives
The Company does not have a nomination committee for choosing persons to become independent
directors, directors and executives. However, selection criteria and processes are as follows:

(1) Recruitment of Independent Directors
For the criteria for evaluating and recruiting members of the Audit Committee, all members are
required to be independent directors who are qualified as independent pursuant to announcements made by
the Capital Market Supervisory Board and the Company’s corporate governance principles. Furthermore, at
least one member is required to possess sufficient accounting and/or financial knowledge to perform audits
and oversee the Company’s activities in addition to supervise financial reports, internal control, auditor
selection and evaluation of conflicts of interest.

(2) Recruitment of Directors and Top-level Executives
Criteria for the Recruitment of the Board of Directors

1) The Board of Directors is to be composed of at least five directors, while at least one-half
of all directors must reside inside the Kingdom. In addition, the Company’s directors must
possess meet the qualifications set forth by the law.

2) Meetings of shareholders appoint directors by majority of votes in compliance with the
following criteria and procedures:

2.1) A shareholder’s votes will equal the total number of shares at one share per vote.
2.2) Each shareholder is required to fully use all votes in 2.1 to elect one or several people as

director(s). However, votes cannot be given to any person by any amount.
2.3) Persons who receive the greatest number of votes in descending order will become elected

as directors equal to the total number of directors that are to exist or be elected on each
occasion. In cases where elected persons receive equal votes and exceed the total number
of directors due for election on that given occasion, the Chairman will cast an additional
deciding vote.
3) At every annual general meeting of shareholders, at least one-third of the total number of
directors is required to vacate their positions. If the total number of directors cannot be
divided evenly into three parts, the closest number to one-third is to vacate their positions.
For the first and second years after the Company’s registration, a lottery was used to
determine which person left their positions. For later years, the directors who have stayed
in their positions the longest are to vacate their positions. Directors who leave their
positions according to term can be reelected.

Number of Directors from External Parties and Major Shareholders
The Company has a total of seven directors composed of five directors appointed from external parties
and two directors from major shareholders and/or the Management. These are as follows:

Directors from External Parties

1. Mr. Kamthorn Udomrittiruj

2. Miss Wanida Machimanon

3. Miss Traithip Siwakritsakun

4. Pol. Lt. Gen. Piya Sontrakun

5. Miss Sansiri Chaicharoenphat

Directors from Major Shareholders and the Management

1. Mr. Chomsap Lochaya

2. Miss Warinthip Chaisankha

9.4Conflict of Interest

The Board of Directors gives importance to investigating transactions with potential conflicts of
interest with related parties. Accordingly, the Management is assigned to act in accordance with the Board of
Directors’ regulations on the framework on conducting connected transactions with persons with potential
conflict of interest from the resolution of the Board of Directors’ meeting No. 1/2548 on 21 January 2005,
which strictly complies with the regulations of the Stock Exchange of Thailand and the Securities and
Exchange Commission.

Transactions with Conflict of Interest and/or Connected Transactions

The Company has measures in place for authorizing transactions with potential conflicts of interest
with related parties as follows:

(1) Connected transactions with persons with potential conflict of interest outside of normal
business require approval from the Audit Committee and authorization from the Board of
Directors before they can be conducted. Accordingly, considerations must be made regarding
reasons, necessity, reasonability and comparability between the terms occurring in transactions
between the Company and outside parties. Furthermore, connected transactions must be
conducted in compliance to the regulations or announcements made by the Securities and
Exchange Commission and announcements by the Stock Exchange of Thailand, in addition to
other related laws.

(2) Only connected transactions with persons with potential conflicts of interest that are normal
transactions, such as sales of goods, provision of services, goods purchases, etc. can be
authorized by the Managing Director if the aforementioned transactions have trade conditions,
payment conditions and other conditions that are similar to those the Company has with other
parties.
In cases where the Managing Director becomes the “person with potential conflicts of interest”,
the Managing Director will not have the authority to authorize the aforementioned transactions

and approval authority will belong to the Board of Directors. In such cases, the Managing
Director may not attend meetings or vote in related resolutions, unless the aforementioned cases
are normal commercial transactions such as sales of cinder block and have a value not exceeding
two million baht per transaction. Once approval in principle has been requested by the Managing
Director through notification to directors about the conditions in the first paragraph, the
Managing Director can continue to take actions in the first paragraph. However, the
aforementioned cases must be reported to the Audit Committee at subsequent meetings.

In cases where any director becomes a “person with potential conflict of interest” in any issue
presented to the Board of Directors, the aforementioned director may not attend meetings or vote
in related resolutions.

Accordingly, the Audit Committee will perform audit on transactions with potential conflict of
interest and/or potentially connected transactions with considerations based on the propriety of each
transaction every time. Additionally, the information, value, contract parties and grounds for the
aforementioned transactions are disclosed in the Company’s annual reports and 56-1 Form.

9.5Governance of Activities in Subsidiaries

The Board of Directors has mechanisms in place for governing, controlling management and taking
responsibility for the activities of subsidiaries in order to take care of investment interests as follows:

(1) The Company has a policy to assign directors and executives to become
directors and executives in subsidiaries in order to closely monitor activities.
The aforementioned sending of directors and executives must be approved first
by Board of Directors’ meetings.

(2) Persons appointed to become directors in subsidiaries are charged with taking
actions for the greatest benefits of subsidiaries, and the Company has stipulated
for such appointed persons to be required to receive approval from the Board of
Directors before passing resolutions or casting votes in important issues on the
same level requiring approval from the Board of Directors if the
aforementioned activities were conducted by the Company.

(3) Appointed directors in subsidiaries are required to provide supervision for the
subsidiaries to have connected transaction regulations that are consistent with

the Company in addition to storing accounting data and records for the
Company to examine and gather for creating financial statements in a timely
manner.
(4) Subsidiaries are required to have governance to cause complete and accurate
disclosure of information about financial positions, performance, connected
transactions between the Company and connected persons, acquisition or sales
of assets and other significant transactions of the Company. Additionally, the
criteria related to the aforementioned disclosure of information and transactions
must be the same as the Company’s criteria.
(5) Appropriate and concise internal control systems are sufficiently in place in
subsidiaries in which the Company operates its main businesses.

9.6Supervision of Use of Internal Information

The Board of Directors gives importance to the strict control and use of internal information,
especially information about the Company’s financial position, which must be reviewed or audited by a
licensed auditor and evaluated by the Audit Committee every time before they are presented to the Board of
Directors and Stock Exchange of Thailand and/or disseminated to the public.

The Board of Directors has established the following criteria for using the Company’s internal
information for personal gain:

(1) The Company has a computer system in place for protecting financial information.
Furthermore, the Company prohibits authorized persons, in addition to their spouses and children who have
not yet reached the age of majority, from using any of the Company’s financial information, whether to
purchase, sell, transfer or accept transfer of the Company’s assets before the aforementioned information is
disseminated to the public for general knowledge, especially during the one-month period before the
Company’s financial statements are disclosed to the public.

(2) Directors, executives and top-ranking financial and accounting individuals, in addition to their
spouses and children that have not yet reached the age of majority, are prohibited from using internal
information to purchase, sell, transfer or accept transfer of the Company’s assets before the aforementioned
information is disseminated to the public for general knowledge, especially during the one-month period
before the Company’s financial statements are disclosed to the public.

(3) After information is published, the aforementioned persons in (1) ought to refrain from
purchasing or selling Company assets until the public has received the aforementioned information and has
had sufficient time to evaluate the information it receives (15 days subsequent to publication).

The Company has penalizing measures in place if the aforementioned people commit wrongdoing by
disclosing internal information to external or unrelated parties. Accordingly, they are to act in accordance
with ethics and perform their duties honestly and fairly on a continuous basis and never become involved in
any actions or concealment of actions that cause damage to the Company or violate the law. Violations are
considered to be breaches of discipline and can incur the greatest level of punishment of up to dismissal
from employment.

Thus, the Company has informed its directors, executives and top financial and accounting individuals
about their duty to disclose their own assets and those of their spouses and children who have not yet
reached the age of majority and act in accordance with the notification of the Securities and Exchange
Commission No. Sor. Jor. 14/2540 on the creation and disclosure of asset reports and specification of
penalties pursuant to the Securities and Exchange Act, B.E. 2535 (1992 A.D.).

9.7Auditor’s Remunerations

Remunerations for auditors are set to follow the resolution of the Company’s general meeting of
shareholders of 2018 on 27 April 2018, which passed a resolution appointing Deloitte Touche Tohmatsu
Chaiyot Auditing Company Limited as the auditor for the Company and subsidiaries. The Company is
approved by the Office of the Securities and Exchange Commission (SEC). Additionally, the auditor who is
signatory to the Company’s audit reports and audits is Mr. Chawala Thianprasertkit, Licensed Auditor No.
4301. The details are as follows:

(1) Audit Fees Auditor Audit Fee
No. Company Name (Unit: Baht)

1 Super Energy Corporation Public Co., Ltd. Mr. Chawala 1,300,000.00
Thianprasertkit

No. Company Name Auditor Audit Fee
(Unit: Baht)
2 Super Energy Group Company Limited Mr. Chawala
Thianprasertkit 525,000.00
430,000.00
3 Open Technology Public Company Limited Mr. Chawala 165,000.00
Thianprasertkit 165,000.00
375,000.00
4 Super Speed Construction Company Limited Mr. Chawala 95,000.00
Thianprasertkit 3,130,000.00
300,000.00
5 Lemon Gold Farm Company Limited Mr. Chawala 380,000.00
Thianprasertkit 286,000.00
165,000.00
6 Pro Solar One Company Limited Mr. Chawala 650,000.00
Thianprasertkit

7 Super Wind Energy Company Limited Mr. Chawala
Thianprasertkit

8 Super Solar Energy Company Limited Mr. Chawala
Thianprasertkit

Mr. Chawala
9 Green Bi-O Maha Sarakham Company Limited

Thianprasertkit

10 PT Drive (Thailand) Company Limited Mr. Chawala
Thianprasertkit

11 Root Sun Company Limited Mr. Chawala
Thianprasertkit

12 Millennium Act Company Limited Mr. Chawala
Thianprasertkit

13 17 Anyawee Holding Company Limited Mr. Chawala
Thianprasertkit

No. Company Name Auditor Audit Fee
(Unit: Baht)
14 Health Planet Management Company Limited Mr. Chawala
Thianprasertkit 520,000.00
470,000.00
15 Media Mark Company Limited Mr. Chawala 350,000.00
Thianprasertkit 490,000.00
300,000.00
16 Electrica Asia Company Limited Mr. Chawala 350,000.00
Thianprasertkit 570,000.00
650,000.00
17 North Solar Power Company Limited Mr. Chawala 880,000.00
Thianprasertkit 245,000.00
245,000.00
Tang Sae Yiang Green Power One Company Mr. Chawala 245,000.00
18 Thianprasertkit

Limited

19 STFE Solar Company Limited Mr. Chawala
Thianprasertkit

20 Apollo Solar Company Limited Mr. Chawala
Thianprasertkit

21 Power Technology International Land Company Mr. Chawala

Limited Thianprasertkit

22 Energy Serve Company Limited Mr. Chawala
Thianprasertkit

23 Energy Serve 3 Company Limited Mr. Chawala
Thianprasertkit

24 Energy Serve 2 Company Limited Mr. Chawala
Thianprasertkit

25 Energy Serve 1 Company Limited Mr. Chawala
Thianprasertkit

No. Company Name Auditor Audit Fee
(Unit: Baht)
26 En Serve Technology Company Limited Mr. Chawala
Amanuf Company Limited Thianprasertkit 150,000.00
520,000.00
27 Mr. Chawala 520,000.00
Sri Nakha Power Limited Thianprasertkit 245,000.00
350,000.00
28 Mr. Chawala 380,000.00
29 Northeast Future Energy Company Limited Thianprasertkit 350,000.00
30 Equator Solar Company Limited 430,000.00
31 WRP Energy Company Limited Mr. Chawala 380,000.00
32 S2P Energy Company Limited Thianprasertkit 380,000.00
33 SPP 6 Company Limited 380,000.00
Mr. Chawala 380,000.00
WXA 4 Company Limited Thianprasertkit
34
Mr. Chawala
WXA 5 Company Limited Thianprasertkit
35
Mr. Chawala
WXA 6 Company Limited Thianprasertkit
36
Mr. Chawala
WXA 7 Company Limited Thianprasertkit
37
Mr. Chawala
Thianprasertkit

Mr. Chawala
Thianprasertkit

Mr. Chawala
Thianprasertkit

Mr. Chawala
Thianprasertkit

No. Company Name Auditor Audit Fee
(Unit: Baht)
38 Solkit Solar Company Limited Mr. Chawala
Thianprasertkit 270,000.00
410,000.00
39 Asta Power Company Limited Mr. Chawala 370,000.00
Thianprasertkit 370,000.00
400,000.00
40 IQ Good Company Limited Mr. Chawala 370,000.00
Thianprasertkit 290,000.00
300,000.00
41 IQ Green Company Limited Mr. Chawala 450,000.00
Thianprasertkit 245,000.00
245,000.00
42 IQ Energy Company Limited Mr. Chawala 245,000.00
Thianprasertkit

43 IQ Solar Company Limited Mr. Chawala
Thianprasertkit

44 AIQ Energy Company Limited Mr. Chawala
Thianprasertkit

45 PKT Green Company Limited Mr. Chawala
Thianprasertkit

46 Thai Green Company Limited Mr. Chawala
Thianprasertkit

47 Power Technology International Land Company Mr. Chawala

Limited Thianprasertkit

48 Generous Land Company Limited Mr. Chawala
Thianprasertkit

Mr. Chawala
49 World Exchange Asia Land Company Limited

Thianprasertkit

No. Company Name Auditor Audit Fee
(Unit: Baht)
50 NPS Star Land Company Limited Mr. Chawala
51 Energy Serve Land Company Limited Thianprasertkit 245,000.00
52 Super Earth Energy Company Limited 245,000.00
53 Super Sky Energy Company Limited Mr. Chawala 143,000.00
54 Super Earth Energy 1 Company Limited Thianprasertkit 143,000.00
295,000.00
Super Earth Energy 2 Company Limited Mr. Chawala 295,000.00
55 Thianprasertkit 295,000.00
640,000.00
Super Earth Energy 3 Company Limited Mr. Chawala 295,000.00
56 Thianprasertkit 150,000.00

Super Earth Energy 4 Company Limited Mr. Chawala 80,000.00
57 Thianprasertkit 60,000.00

Super Earth Energy 5 Company Limited Mr. Chawala
58 Thianprasertkit
59 Super Earth Energy 6 Company Limited
60 Super Earth Energy 8 Company Limited Mr. Chawala
61 Super Earth Energy 9 Company Limited Thianprasertkit

Mr. Chawala
Thianprasertkit

Mr. Chawala
Thianprasertkit

Mr. Chawala
Thianprasertkit

Mr. Chawala
Thianprasertkit

Mr. Chawala
Thianprasertkit

No. Company Name Auditor Audit Fee
(Unit: Baht)
62 Green Power Energy Company Limited Mr. Chawala
Thianprasertkit 910,000.00

63 Super Solar (Thailand) Company Limited Mr. Chawala 150,000.00
Thianprasertkit
75,000.00
64 Super Eenergy East Pte.Ltd Mr. Chawala
Thianprasertkit 105,000.00

65 Eenergy Group (Hong Kong) Co.,Ltd. Mr. Chawala 45,000.00
Thianprasertkit 25,882,000.00

66 Super Wind Energy Congly 1 JSC Mr. Chawala
Thianprasertkit

Total Auditor Renumerations for Company and Subsidiaries

During 2018, the Company invested in Nong Khai Na Yu Company Limited which has received a
power purchase agreement for a municipal waste power plant with a capacity of six megawatts pursuant to
the Board of Directors meeting No 2/2561. Super Earth Energy Company Limited holds 92.5 percent of
shares in Mueang Thai Na Yu Company Limited, while Mueang Thai Na Yu Company Limited holds 67
percent of shares in Nong Khai Na Yu Company Limited. For this reason, in 2018 Mueang Thai Na Yu
Company Limited and Nong Khai Na Yu Company Limited had audit fees for Phatkhom and Associates
Company Limited. Additionally, the auditor who is signatory to the Company’s audit reports and audits is
Mr. Phatkhom Ketsamli, Licensed Auditor No. 6431. The details are as follows:

No. Company Name Auditor Audit Fee
(Baht)

No. Company Name Auditor Audit Fee
1 Mueang Thai Na Yu Company Limited (Baht)
2 Nong Khai Na Yu Company Limited
Mr. Phatkhom Ketsamli 70,000.00

Mr. Phatkhom Ketsamli 140,000.00

210,000.00

9.8 Attendance of Board of Directors’ Meetings in Sub-Committees in 2018

Name of Director Attendance of
(No. of Attendances/No. of Meetings) Shareholder
Meetings/1

1. Mr. Chomsap Lochaya 1/1

2. Kamthorn Udomrittiruj 1/1

3. Miss Wanida Machimanon 1/1

4.Miss Traithip Siwakritsakun -

5. Pol. Lt. Gen. Piya Sontrakun -

6. Miss Sansiri Chaicharoenphat -

7. Miss Warinthip Chaisankha 1/1

Remarks: 1. The Company convened the 2016 general meeting of shareholders on 27 April 2018

2. Miss Traithip Siwakritsakun, Pol. Lt. Gen. Piya Sontrakun, Miss Sansiri
Chaicharoenphat were appointed pursuant to the resolution passed by the 2018 annual general
meeting of shareholders on 27 April 2018.

10. Corporate Social Responsibilities

10.1 Corporate Social Responsibilities

Superblock Public Company Limited, other companies in the group and all alternative energy
power plants (solar/wind/waste) of the Company’s group have a policy to conduct business with corporate
social responsibility (CSR) with awareness and attention to promotion of activities for surrounding society
and communities and continuous care for the environment. We aim to work with all parties involved to
build and foster good relations that result from mutual acceptance and trust. Thus, we care about the
potential impacts to stakeholders such as shareholders, employees, communities in which the Company
operates business, customers, trade partners and government agencies, including the rest of society and the
nation. Moreover, we build attitudes and culture inside our organization such that our employees can take
responsibility for the society in which they coexist. This corporate social responsibility policy is effective
as of 1 March 2016 and onward.

This policy contains seven principles that have been set for use as joint practice guidelines as
follows:

1) Corporate Governance
The Company is determined to conduct itself as a good role model of alternative power plants in
Thailand by building credibility with investors and stakeholders involved in business operations,
increasing value and promoting sustainable growth in the organization, in addition to having
management that complies with the international principles for good corporate governance that
benefit Thai society in order to achieve the Company’s objectives and maintain excellence of
ethics, which form the foundation of leading organizations.

2) Human Rights
The Company pays attention to basic human rights with the aim of supporting respect of rights
and liberty through non-selective treatment, encouragement of egalitarianism, non-segregation of
castes and genders, prohibition of child labor and with anti-corruption of every form.

3) Treatment of Labor
The Company provides supervision to ensure that wages remain at suitable levels in line with Thai
industry. Developments, changes and re-structuring of the organization will take place responsibly
within the framework of Thai laws. Moreover, the Company strictly complies with all laws and
regulations concerning occupational health and safety and creates a safe work environment for

employees, contractors and visitors to power plants belonging to the Company’s group with the
aim of protecting people from accidents and hazards that might occur.
4) Environment
The Company has a clear environmental policy that is strictly adhered to as a practice guideline.
For example, measures are in place to reduce environmental impacts in the various activities of
the organization. The objective is to preserve and maintain the ecosystems and environments of
the communities in which the Company operates business. Moreover, the Company creates
culture within its organization to instill conscience in employees and operates at all of the power
plants under the Company’s group, creating a green culture with a sustainable green network.
5) Fair Activities
The Company is determined to conduct business fairly and ethically with heed to legal compliance
and respect to social rules and regulations while also existing as a politically-neutral organization.
6) Relationships with Customers and Suppliers
The Company emphasizes good service to achieve greatest customer satisfaction. Moreover, the
Company is sincere in its management of customer complaints and tries to resolve faults that
might exist in production and/or services. Concurrently, the Company hopes to receive products
and services from goods suppliers in the same manner with the aim of maintaining lasting
relations with customers and suppliers.
7) Community Participation and Development
The Company assesses the needs of communities and supports its personnel to become partners
with persons concerned in their local areas surrounding places of business in order to improve
education, culture and society and participate in bettering the quality of life of communities. In
addition, the Company supports its employees to take part in volunteer work and public benefit
activities together with their communities.

The Company is always aware of its part in communities and Thai society. Therefore, it sees the
importance of positively participating in the development of surrounding communities and society in the
vicinities of solar power plants, whether they it is investment in projects that create common benefits,
participation in human resource support, material and equipment support and volunteer work. The
activities in which the Company engaged are shown as follows:

1. PTI Solar Cell Power Plant welcomes 80 students and teachers from Ban Nong Bua School in Han Sai,
Aranyaprathet, Sa Kaeo for an educational tour of the power plant.

1. Making donations at a Kathin festival in Ban 2. Making donations at a Kathin festival in Ban
Dong Wen, Moo 5, Phon Sawang, Mueang, Dong Charoen, Moo 10, Phon Sawang, Mueang,
Nong Khai on 21 Nov. 2018, Nong Khai Na Yu Nong Khai on 17 Nov. 2018, Nong Khai Na Yu
Power Plant Project (Wat Mongkhon Power Plant Project (Wat Pa Tham Samakkhi).
Samanakit).
Khai at Nong Khai Na Yu Power Plant Project.

3. Making donations at a Kathin festival in Ban 5. Making donations at a Kathin festival in Ban
Patong, Moo 8, Phon Sawang, Mueang, Nong Suai Long, Moo 4, Phon Sawang, Mueang, Nong
Khai on 19 Nov. 2018, Nong Khai Na Yu Power

Plant Project (Wat Ko Kaew). 6. Making donations at a retirement event for
teachers at Wat Dao Rueang Som Sa-at School.

7. Making donations on Village Headman Day.

8. Welcoming over 20 Objection Committee
members of Nong Lum, Wochirabarami, Phichit
for a visit at the power plant of Ava Grand in
Kang Khoi, Saraburi.

4. Making donations at a Kathin festival in Ban
Sang Phok, Moo 1, Phon Sawang.

10.2 Responsibilities to Stakeholders

The Company and subsidiaries has a policy about transparency in its activities and anti-corruption
inside and outside the organization. The Company does not become involved in corruption, whether through
demand, acceptance or giving of bribes. Furthermore, the organization has set in place processes for
transparent inspection and internal control with the organization structure established in accordance with the
principles of good governance. In addition, communication takes place to create understanding and lead to
acceptance and implementation as practice guidelines. Good conscience is instilled in employees, whom are
managed transparently. Moreover, the Company creates value and culture such that everyone avoids
involvement in corruption. The Company’s main operational guidelines are as follows:

1. Assessments take place concerning the corruption risks in each work section and the overall
business.

2. Practice guidelines are established to ensure transparency and control and mitigate risks from
corruption.

3. Policies and practice guidelines are communicated from the supervisory level down to the
operational level to promote good conscience.

4. Performance monitoring and evaluation occur to review propriety annually in order to make
improvements and achieve greater comprehensiveness and effectiveness.

Recently, the Company has given significance and expressed its intention to participate in the
Thailand’s Private Sector Collective Action Coalition against Corruption (CAC). The Company has
expressed its intention to participate in solving corruption in every form on 15 July 2014.

In addition, all employees at the Company and its subsidiaries participate in monitoring compliance
with good governance and business ethics. Employees can make a complaint if they witness inappropriate
behavior, unethical actions or any behavior that may cause a corruption risk to the Company secretary, the
Human Resources Department or their supervisor. All complaints will be considered transparently and fairly.

Furthermore, the Board of Directors has a responsibility to provide oversight such that the Company
and subsidiaries, in addition to the Company’s and subsidiaries’ employees, operate transparently and in
concurrence with relevant laws, which include anti-corruption laws.

11. Internal Control and Risk Management

The Company pays attention to internal control. Therefore, an internal audit agency has been
established to perform inspection and evaluation. The internal audit agency performs inspection of five key
areas as follows:

(1) Control Environment
(2) Risk Assessment
(3) Control Activities
(4) Information and Communication
(5) Monitoring Activities

11.1 Summary of the Board of Directors’ Opinions about the Company’s Internal Control
The Board of Directors has stipulated the internal audit agency to be an independent agency that
directly report inspection results to the Audit Committee for effective revisions. Furthermore, the agency
performs evaluation of corrections that are made based on the recommendations of the Audit Committee.
Accordingly, at the Board of Directors’ meeting No. 1/2562 on 27 February 2019, every audit director was
present, and the Board of Directors’ assessed internal control based on the evaluation report of the Audit
Committee. It was concluded that the Company’s internal control in all five of the aforementioned
components was sufficient and appropriate. The Company had provided sufficient availability of personnel
to take actions effectively according to the system. Additionally, an internal control system is in place to
monitor the activities of subsidiaries in order to protect the Company’s and subsidiaries’ assets from misuse
by unauthorized directors or executives. Furthermore, sufficient prevention of transactions with persons with
potential conflict of interest and connected persons is in place. For other areas of internal control, the
Company also deemed them to be sufficient.

11.2 Internal Audit and Company Operations Supervisors
11.2.1Internal Audit Supervisors

The Company is in the process of recruiting supervisors for internal audit. The Company will base
considerations on people with understanding in the Company’s activities and operations. Additionally,

considerations, approval, appointment, dismissal and transfer of the supervisors to the Company’s internal
audit agency require the approval of the Audit Committee.

11.2.2Company Operations Supervisors (Compliance)
The Company has assigned Meechai Thailand Legal Consultant Office Company Limited with Mr.
Chomsap Lochaya acting as the supervisor to oversee operations in accordance with the regulations of
official agencies that govern the Company’s business operations. The qualifications of the person acting as
the Company’s operations supervisor are shown in Appendix No. 3.

Audit Committee’s Business Governance Report

The Audit Committee, which was appointed by the Board of Directors, is composed of three Company
directors who possess expertise in many areas. In addition, all members are independent directors. In 2018,
the Audit Committee convened a total of six Audit Committee meetings. The Audit Committee is composed
of Miss Traithip Siwakritsakun, who was not present at four meetings due to other engagements, and two
other Audit Committee members, Mr. Kamthorn Udomrittiruj and Miss Wanida Machimanon who were
present at every meeting. The meetings were made jointly with the Management and audit personnel to
consider various issues such as audit plans, key issues discovered from audit, audit results, etc. They were
aimed to review the adequacy and propriety of internal control and risk management systems as well as to
perform other tasks within the scope of duty assigned by the Board of Directors.

For the Audit Committee’s meetings on considering financial audit and review results, whether they
are quarterly financial statements or financial, the Audit Committee invited the internal auditor to be present
every time. The Audit Committee also reported every meeting outcome to the Board of Directors. In 2018,
the Audit Committee has evaluated various issues independently as summarized as follows:

1. The Company’s financial statements were audited and evaluated jointly with the Management, and
the Company’s auditor deemed the Company’s financial statements to be made in compliance with
generally accepted accounting standards and official regulations. The auditor did not state that the
Company’s financial statements contained faults in essential content.

2. Reviews were conducted to ensure that the Company has in place internal control and internal audit
for appropriately and effectively carrying out activities.

3. Reviews were conducted on the Company’s operations to ensure compliance to laws governing
securities and exchange, specifications of the Stock Exchange of Thailand and laws and regulations
related to the Company’s businesses.

4. Reviews were conducted on the Company’s disclosure of information about connected transactions
and transactions with potential conflict of interest in order to ensure accuracy and completeness.

5. Reviews were conducted on the corporate governance policy to ensure good corporate governance in
line with the principles set forth by the Stock Exchange of Thailand.

6. Considerations were made to select the Company’s auditor and decide audit fee for proposal for
appointment to the Board of Directors and Company shareholders.

Thus, the Audit Committee has performed its duties thoroughly and independently and expressed its
opinions directly for the greatest benefit of the organization without limitations to information exposure,
resources and cooperation from the Company.

...............................................
(Mr. Kamthorn Udomrittiruj)
Chairman of the Audit Committee

12. Connected Transactions

12.1 Connected Transactions in 2018 and 2017

Name Relationship Characteristics of Value (Baht) Necessity and Reasoning
Transaction
2018 2017

Super Energy Subsidiary (The Advance payment to 11,473,277,611.34 11,691,995,255.55 Short-term loan to subsidiary as
Group Co., Ltd. Company debtor: 4,097,733,247.21 1,968,127,696.00 advance payment for use in
invested in 100 business and investment in
percent of its Increase during the (9,217,750,000.00) (2,186,845,340.21) electricity production projects
shares.) year: 6,353,260,858.55 11,473,277,611.34 without loan contract, interest
and collateral. This transaction
Decrease during the was deemed reasonable by the
year: Audit Committee.

Remainder at end of
year:

Energy Serve Advance payment to - - Short-term loan to subsidiary as
Co., Ltd. debtor: 6,561,325.60
advance payment for use in
Increase during the - - business and investment in
year:
6,561,325.60 electricity production projects
Decrease during the -
year:
without loan contract, interest
Remainder at end of
year: - and collateral. This transaction
was deemed reasonable by the

Audit Committee.

Mr. Chomsap Company director Short-term loan: 80,325,022.00 125,262,086.00 The Company received funds
Lochaya and shareholder. Increase during the 643,712,615.69 from the director via deposit into
year: 874,385,917.90 (688,649,679.69) a bank account of the Company
Decrease during the 80,325,022.00 for use as circulating funds in the
year: (1,054,685,939.90) Company without loan contract,
Remainder at end of 25,000.00 interest and collateral.
year: This transaction was deemed
reasonable by the Audit
Committee.

Name Relationship Characteristics of Value (Baht) Necessity and Reasoning
Transaction
Mr. Kittisak 2018 2017
Lapasnitiroj
Subsidiary Short-term loan: 2,122,953.40 34,695,919.26 The Company received funds
director and Increase during the 164,640.00 1,966,340.00 from the director via deposit into
shareholder. year: a bank account of the Company
Decrease during the (1,238,840.00) (34,539,305.86) for use as circulating funds in the
year: 1,048,753.40 2,122,953.40 Company without loan contract,
Remainder at end of interest and collateral.
year: This transaction was deemed
reasonable by the Audit
Committee.

Mr. Chachanan Subsidiary Short-term loan: - 2,166,792.66 The Company received funds
Bunthanapaibun director and Increase during the 1,536,516.00 35,009,087.95 from the director via deposit into
shareholder. year: (37,175,880.61) a bank account of the Company
Decrease during the - for use as circulating funds in the
year: 1,536,516.00 - Company without loan contract,
Remainder at end of interest and collateral.
year: This transaction was deemed
reasonable by the Audit
Committee.

Mr. Chappamon Subsidiary Short-term loan: 2,922.29 833,961.13 The Company received funds
Chantharapongp director and Increase during the 42.53 1,511,300.01 from the director via deposit into
an shareholder. year: - (2,342,338.84) a bank account of the Company
Decrease during the for use as circulating funds in the
year: 2,964.82 2,922.29 Company without loan contract,
Remainder at end of interest and collateral.
year: This transaction was deemed
reasonable by the Audit
Committee.

Mr. Thanachach Subsidiary Short-term loan: 989,568.80 56,734,342.63 The Company received funds
Pochana director and Increase during the 11,000.00 from the director via deposit into
shareholder. year: 1,811,726.53 a bank account of the Company
Decrease during the (11,000.00) (57,556,500.36) for use as circulating funds in the
year: 989,568.00 Company without loan contract,
Remainder at end of 989,568.80 interest and collateral.
year: This transaction was deemed
reasonable by the Audit
Committee.

Mr. Boworn Subsidiary Short-term loan: 151,448.78 - The Company received funds
Rungruangnaow director and Increase during the - 151,448.78 from the director via deposit into
arat shareholder. year: a bank account of the Company
Decrease during the for use as circulating funds in the

Name Relationship Characteristics of Value (Baht) Necessity and Reasoning
Transaction
2018 2017

year: (151,448.78) - Company without loan contract,
Remainder at end of - 151,448.78 interest and collateral.
year: This transaction was deemed
reasonable by the Audit
Committee.

Bang Na Assets Connected Other creditors: 281,008.19 301,971.18 Space rent contract No. 1 for
Co., Ltd. company 17,035,956.00 16,581,490.00 443.47 square meters for three
(executive(s) and Office rent: years from 1 September 2014 to
shareholder(s) - - 31 August 2017 with 155,249
is/are family Office rent, 917,017.00 1,818,017.00 baht monthly rental fee; space
member(s)) outstanding contract 1,825,057.33 2,001,235.30 rent contract No. 2 for 1,402.39
collateral: 154,105.59 square meters for three years
Electricity bill: 1,431,508.76 115,879.97 from 1 August 2014 to 31 July
126,902.60 1,576,304.84 2017 with 420,717 baht monthly
Outstanding electricity 130,000.00 rental fee for which a
bill: - memorandum of understanding
- was made for termination on 30
Common expenses June 2015; space rent contract
fees: No. 3 in addition to subsidiaries
for 3,362.61 square meters for
Outstanding expenses: three years from 1 July 2015 to
31 July 2018 with 1,175,500
Parking service fees: baht monthly rental fee – this
rental contract existed before the
companies became connected
companies. This transaction was
deemed reasonable by the Audit
Committee.

Super Water Common Other debtors: - 142,450.00 Office space rent contract for
Co., Ltd. Directors Office rent revenue: 1,815,000.00 1,492,570.09 300 square meters for one year
Between Parent from 1 April 2017 to 31 March
and Subsidiary - 2018 with 75,000 baht monthly
Companies rental fee and 35,000 baht lump
sum utility fee.

Office space rent contract for
300 square meters for one year
from 1 April 2018 to 31 March
2019 with 105,000 baht monthly
rental fee, 35,000 baht common

Name Relationship Characteristics of Value (Baht) Necessity and Reasoning
Transaction
2018 2017 expenses fee and 15,000 baht
lump sum equipment fee.
Ever Land PCL. Common Other debtors: 1,219,000.00
Directors between Sales revenue: 756,000.00 - IT system maintenance fee with
Parent and related companies in accordance
Subsidiary
Companies - with the service agreement and
sale of H/W and S/W at general
Ever City Common Sales revenue: 167,000.00 market price or the price agreed
Development Directors upon in the contract.
Co., Ltd. Between Parent
and Subsidiary - Sale of H/W and S/W at general
Companies market price or the price agreed
upon in the contract.

Lochaya Legal Interest: 1,307,830.45 - Interest generated from
Consultant
Office 419,000.00 promissory notes from related
355,000.00
companies for use in operations
-
and investment in electricity

production and distribution

projects with an annual interest

rate of 0.375 percent and

without collateral. This

transaction was deemed

reasonable by the Audit

Committee.

Mr. Chomsap Company director Meeting attendance 465,000.00 Meeting attendance fee pursuant
Lochaya and shareholder. fee. to the resolution passed by the
2018 meeting of shareholders on
25 April 2016. This transaction
was deemed reasonable by the
Audit Committee.

Mr. Kamthorn Company director Meeting attendance 488,000 Meeting attendance fee pursuant
Udomrittiruj and audit director. fee. to the resolution passed by the
2018 meeting of shareholders on
25 April 2016. This transaction
was deemed reasonable by the
Audit Committee.

Mrs. Company director Meeting attendance 253,000 Meeting attendance fee pursuant
Theerawadee and audit director. fee. to the resolution passed by the

Name Relationship Characteristics of Value (Baht) Necessity and Reasoning
Seniset Transaction
2018 2017

2018 meeting of shareholders on
25 April 2016. This transaction
was deemed reasonable by the
Audit Committee.

Miss Wanida Company director Meeting attendance 215,000.00 318,000 Meeting attendance fee pursuant
Machimanon and audit director. fee. to the resolution passed by the
2018 meeting of shareholders on
25 April 2016. This transaction
was deemed reasonable by the
Audit Committee.

Miss Warinthip Director of Meeting attendance 150,000.00 135,000 Meeting attendance fee pursuant
Chaisankha Superblock PCL. fee. to the resolution passed by the
and Open 2018 meeting of shareholders on
Technology PCL. 25 April 2016. This transaction
was deemed reasonable by the
Audit Committee.

Miss Sansiri Meeting attendance 147,000.00 - Meeting attendance fee pursuant
Chaicharoenpha fee. to the resolution passed by the
t 2018 meeting of shareholders on
25 April 2016. This transaction
was deemed reasonable by the
Audit Committee.

Miss Traithip Meeting attendance 102,000.00 - Meeting attendance fee pursuant
Siwakritsakun fee. to the resolution passed by the
2018 meeting of shareholders on
25 April 2016. This transaction
was deemed reasonable by the
Audit Committee.

Mr. Piya Meeting attendance 244,000.00 - Meeting attendance fee pursuant
Sontrakun fee. to the resolution passed by the
2018 meeting of shareholders on
25 April 2016. This transaction
was deemed reasonable by the
Audit Committee.

12.2 Necessity and Reasoning of Connected Transactions

The Company’s Audit Committee had jointly supervised the connected transactions that occurred with
consideration based on the necessity and reasonability of the rates occurred between parties in addition to
disclosure of the types and values of connected transactions with parties with shared interest or persons with
potential conflict of interest in accordance with the announcements and regulations issued by the Office of
the Securities and Exchange Commission and announcements by the Stock Exchange of Thailand.

The Company’s connected transactions for the accounting period ending on 31 December 2018 have
undergone evaluation and audit by the Audit Committee on 27 February 2019. The Audit Committee has
made considerations and holds the opinion that the Company’s connected transactions for the accounting
period ending on 31 December 2018 were transactions made for the purpose of operating the Company’s
businesses as normal and followed general trade conditions without exchanges of interest between the
Company and persons with potential conflict of interest.

12.3 Measures or Procedures for Authorizing Connected Transactions
Connected transactions with persons with potential conflict of interest outside of normal business
require approval from the Audit Committee and authorization from the Board of Directors before they can be
conducted. Accordingly, considerations must be made regarding reasons, necessity, reasonability and
comparability between the terms occurring in transactions between the Company and outside parties.
Furthermore, connected transactions must be conducted in compliance to the regulations or announcements
made by the Securities and Exchange Commission and announcements by the Stock Exchange of Thailand,
in addition to other related laws.

Only connected transactions with persons who pose potential conflicts of interest that are normal
transactions, such as sales of goods, provision of services, goods purchases, etc. can be authorized by the
Managing Director if the aforementioned transactions have trade conditions, payment conditions and other
conditions that are similar to those the Company has with other parties.

In cases where the Managing Director becomes the “person with potential conflict of interest”, the
Managing Director will not have the authority to authorize the aforementioned transactions and approval
authority will belong to the Board of Directors. In such cases, the Managing Director may not attend
meetings or vote in related resolutions, unless the aforementioned cases are normal commercial transactions
from normal business operations and have a value not exceeding two million baht per transaction. Once
approval in principle has been requested by the Managing Director through notification to directors about the

conditions in the first paragraph, the Managing Director can continue to take actions in the first paragraph.
However, the aforementioned cases must be reported to the Audit Committee at subsequent meetings.

12.4 Policy or Trend of Future Connected Transactions
In cases where connected transactions occur with persons with potential conflict of interest in the
future such as in sales of products, provision of services, etc., the Company has a policy in place for
specifying conditions consistently with normal trade. Prices and terms in the aforementioned transactions
will be fair, reasonable and comparable to the terms for transactions occurring between the Company and
outside parties. Furthermore, connected transactions occurring in the future that are outside of normal trade
activities will be evaluated by the Audit Committee or independent experts with the Board of Directors
judging the reasonability of the aforementioned actions to ensure that terms, prices and conditions in the
aforementioned transactions are consistent with normal business as well as comparing prices with outside
parties. Additionally, parties with interest will not play a part in the decision making behind authorization of
the aforementioned connected transactions. Upon completion of deliberations, the Audit Committee will
approve the aforementioned connected transactions and present them to the Board of Directors for further
approval.

The Board of Directors will take actions in compliance with the laws governing securities and stock
exchange and the regulations, announcements and requirements set forth by the Stock Exchange of Thailand
and will follow the specifications on disclosure of information pertaining to connected transactions and
acquisition and disposal of significant assets in the Company and subsidiaries in addition to the accounting
standards set in place by the Federation of Accounting Professions of Thailand. Therefore, the Company will
disclose connected transactions in the annotations of financial statements audited by the Company’s auditor.

Part 3 Financial Position and Performance

8. Significant Financial Information

8.1 Financial Statements
Summary of Audit Reports over the Past Three Years

§ Summary of the Audit Report for As of 31 December 2018
Auditor: Mr. Chawala Thianprasertkit,

Licensed Auditor No. 4301,
Company: Deloitte Touche Tohmatsu Chaiyot Auditing Company Limited.
Auditor’s Opinion: The aforementioned consolidated and specific financial statements
represented the financial position of Super Energy Corporation Public Co., Ltd. and subsidiaries as
of 31 December 2018 as well as their performance and cash flow for the year ending on the
same date correctly as appropriate in essential content based on financial reporting standards.
There is no significant reason to believe that the financial statements were not written in
compliance with accounting standards.

§ Summary of the Audit Report for As of 31 December 2017
Auditor: Mr. Chawala Thianprasertkit,

Licensed Auditor No. 4301,
Company: Deloitte Touche Tohmatsu Chaiyot Auditing Company Limited.
Auditor’s Opinion: The aforementioned consolidated and specific financial statements
represented the financial position of Superblock Public Company Limited and subsidiaries as of
31 December 2017 as well as their performance and cash flow for the year ending on the same

date correctly as appropriate in essential content based on financial reporting standards. There is
no significant reason to believe that the financial statements were not written in compliance with
accounting standards.

§ Summary of the Audit Report for As of 31 December 2016
Auditor: Mr. Chawala Thianprasertkit,

Licensed Auditor No. 4301,
Company: Deloitte Touche Tohmatsu Chaiyot Auditing Company Limited.

Auditor’s Opinion: The aforementioned consolidated and specific financial statements represented
the financial position of Superblock Public Company Limited and subsidiaries as of 31 December
2016 as well as their performance and cash flow for the year ending on the same date correctly as
appropriate in essential content based on financial reporting standards. There is no significant reason
to believe that the financial statements were not written in compliance with accounting standards.

8.2 Table Summarizing the Company’s Financial Statements

The Company’s Statements Financial Position, Comprehensive Profit and Loss Statements and Cash
Flow Statements over the Past Three Years.

For the Years Ending on 31 December 2018, 2017 and 2016.

The Company’s Statements of Financial Position (Audited) Ending on 31 December 2018, 2017 and
2016.

Consolidated Financial Statement

As of As of As of

31 December 2018 31 December 2017 31 December 2016

Thousand Thousand Thousand
%%%
Baht Baht Baht

Assets

Circulating Assets

Cash and Cash Equivalent 1,839,104 3.70% 337,977 0.72% 146,467 0.30%
Transactions
Temporary Financial 5,006 0.01% 3,275 0.01% 3,240 0.01%
Investments
Trade Receivables and Other 1,241,413 2.50% 934,655 1.99% 1,096,530 2.28%
Circulating Receivables

Short-term Loans to Connected
Businesses

Inventory 32,129 0.06% 15,775 0.03% 1,126 0.00%

Other Circulating Assets 136,274 0.27% 110,176 0.24% 222,287 0.46%

Non-Circulating Assets Retained -- - - 18,652 0.04%
for Sale

Total Circulating Assets 3,253,926 6.55% 1,401,858 2.99% 1,488,302 3.10%

Non-Circulating Assets

Bank Deposits Used as Collateral 1,097,759 2.21% 1,101,257 2.35% 523,844 1.09%

Investments in Joint Companies 745,236 1.50% 751,197 1.60% 810,624 1.69%

Investments in Subsidiaries -- -- --

Real Estate for Investment 29,938 0.06% 29,938 0.06% 5,244 0.01%

Land, Structures and Facilities 38,680,083 77.91% 39,027,713 83.27% 39,544,888 82.34%

Popularity Score 5,629 0.01% 5,629 0.01% 1,343 0.00%

Intangible Assets 480,937 0.97% 536,347 1.14% 465,902 0.97%

Rights to Generate and Distribute 2,923,391 5.89% 2,868,230 6.12% 3,003,205 6.25%
Electricity 0.05%

Income Tax Pending Deletion 27,401 0.06% 15,110 0.03% 22,147

Other Non-Circulating Assets 2,405,661 4.85% 1,133,371 2.42% 2,159,316 4.50%

Total Non-Circulating Assets 46,396,035 93.45% 45,468,792 97.01% 46,536,513 96.90%

Total Assets 49,649,961 100.00% 46,870,650 100.00% 48,024,815 100.00%

Source: The consolidated financial statements of Super Energy Corporation Public Co., Ltd.

The Company’s Statements of Financial Position (Audited) Ending on 31 December 2018, 2017 and
2016. (Continued)

Consolidated Financial Statement

As of As of As of

31 December 2018 31 December 2017 31 December 2016

Thousand Thousand Thousand
%%%
Baht Baht Baht

Liabilities and Shareholders’ Equity

Circulating Liabilities

Account Overdrafts and Short-term 635,663 1.28% 603,582 1.29% 402,313 0.84%
Financial Institute Loans

Trade Payables and Other Circulating 1,067,904 2.15% 1,625,156 3.47% 5,029,593 10.47%
Payables

Long-term Financial Institute Loans

Due for Payment in One Year 2,238,296 4.51% 3,346,468 7.14% 2,568,783 5.35%

Long-term Financial Lease Contract
Debts

Due for Payment in One Year 9,752 0.02% 9,490 0.02% 8,459 0.02%

Short-term Loans from Connected People 3,603 0.01% 83,592 0.18% 219,693 0.46%
or Businesses

Short-term Loans from Other People 407,697 0.82% 1,049,371 2.24% 956,731 1.99%

Outstanding Income Tax 5,631 0.01% 14,936 0.03% 1,294 0.00%

Projected Short-term Employees 4,390 0.01% -- -

Liabilities 367,067 0.74% -- -
Long-term Debentures Due for Payment
Within One Year 86,204 0.17% 70,662 0.15% 72,703 0.15%
Other Circulating Liabilities
4,826,207 9.72% 6,803,257 14.51% 9,259,569 19.28%
Total Circulating Liabilities

Non-Circulating Liabilities

Subsidiary Receivables Used as Collateral

Long-term Financial Institute Loans 26,494,948 53.36% 23,453,629 50.04% 24,049,090 50.08%
Financial Lease Contract Debts
Long-term Debentures 8,331 0.02% 13,375 0.03% 12,333 0.03%

716,987 1.44% 367,067 0.78% -

Projected Non-circulating Liabilities for 6,403 0.01% 7,477 0.02% 6,414 0.01%
Employee Benefits

Other Non-Circulating Liabilities 42,033 0.08% 3,312 0.01% 1,511 0.00%

Total Non-Circulating Liabilities 27,268,703 54.92% 23,844,860 50.87% 24,069,348 50.12%
Total Liabilities 32,094,909 64.64% 30,648,117 65.39% 33,328,917 69.40%

Source: The consolidated financial statements of Super Energy Corporation Public Co., Ltd.

The Company’s Statements of Financial Position (Audited) Ending on 31 December 2018, 2017 and
2016. (Continued)

Consolidated Financial Statement

As of As of As of

31 December 2018 31 December 2017 31 December 2016

Thousand Thousand Thousand
%%%
Baht Baht Baht

Shareholders’ Equity

Share Capital

Registered Capital

32,819,358,728 Ordinary 3,281,936 6.61% 3,281,936 7.00% 3,137,406 6.53%
Shares at 0.10 Baht Par Value

Issued and Paid-up Capital 2,734,947 5.51% 2,734,947 5.84% 2,734,946 5.69%
27,349,465,607 Paid-in Shares

Excess of Ordinary Share Value 9,002,572 18.13% 9,002,572 19.21% 9,763,542 20.33%
Revaluation Surplus
4,301 0.01% 4,906 0.01% --
Shares in Subsidiaries
Accumulated Profit (Loss) 7,798 0.02% 3,531 0.01% 1,901 0.00%

Allocated – Legal Reserves 2,018,129 4.06% 979,378 2.09% (1,054,925) -2.20%
Unallocated - Accumulated
Profit (Loss)

Other Components of (14,616) -0.03% (690) -0.00% (319) -0.00%
Shareholders’ Equity

Total Parent Company Equity 13,753,131 27.70% 12,724,644 27.15% 11,445,145 23.83%
Uncontrolled Gains and Loss 3,801,920 7.66% 3,497,889 7.46% 3,250,753 6.77%

Total Shareholders’ Equity 17,555,051 35.36% 16,222,533 34.61% 14,695,898 30.60%

Total Liabilities and Shareholders’
49,649,961 100.00% 46,870,650 100.00% 48,024,815 100.00%

Equity

Source: The consolidated financial statements of Super Energy Corporation Public Co., Ltd.

The Company’s Statements of Financial Position (Audited) Ending on 31 December 2018, 2017 and 2016.
(Continued)

Consolidated Financial Statement: Thousand Baht

2018 2017 2016

Amount % Amount % Amount %

Revenue from Sales 5,326,062 92.96% 5,238,808 95.08% 3,365,085 93.17%

Revenue from Services 140,454 2.45% 112,939 2.05% 83,705 2.32%

Revenue from Financial 262,886 4.59% 158,436 2.88% 162,814 4.51%
Support on Increased Power
Purchase Share 5,729,402 100.00% 5,510,183 100.00% 3,611,604 100.00%

Total Revenue

Sales Costs (2,533,117) -44.21% (2,321,977) -42.14% (1,500,547) -41.55%

Service Costs (94,537) -1.65% (62,930) -1.14% (55,766) -1.54%

Gross Profit 3,101,748 54.14% 3,125,276 56.72% 2,055,291 56.91%

Profit from Foreign Currency 12,205 0.21% 146,039 2.65% 89,760 2.49%
Exchange - Net

Other Revenue 48,594 0.85% 73,783 1.34% 14,803 0.41%

Sales Expenses (4,250) -0.07% (10,433) -0.19% (8,496) -0.24%

Administrative Expenses (505,224) -8.82% (410,377) -7.45% (530,224) -14.68%

Financial Capital (1,456,722) -25.43% (1,454,332) -26.39% (1,201,088) -33.26%

Profit Shares from Investments 84,100 1.47% 64,398 1.17% 85,868 2.38%
in Joint Companies

Profit (Loss) Before Income 1,280,451 22.35% 1,534,354 27.85% 505,914 14.01%
Tax

Tax Income (Tax Expense) (6,254) -0.11% (22,724) -0.41% 16,299 0.45%
Yearly Profit (Loss) 522,213 14.46%
1,274,197 22.24% 1,511,630 27.43%

Other Comprehensive Profits (13,926) -0.24% (371) -0.01% (319) -0.01%
(Losses): 2 0.00% -- --

Currency Exchange (1,057) -0.02% (1,589) -0.03% 648 0.02%
Differences 522,542 14.47%
1,259,216 21.98% 1,509,670 27.40%
Gains on Re-measuring
Available-for-Sale Investment

Profit (Loss) on
Remeasurements of Defined

Benefit Plans- Net from
Income Tax

Yearly Comprehensive
Profit (Loss)

The Company’s Statements of Financial Position (Audited) Ending on 31 December 2018, 2017 and 2016.
(Continued)

Consolidated Financial Statement: Thousand Baht

2018 2017 2016

Amount % Amount % Amount %

Profit (Loss) Sharing

Parent Company’s Equity 1,045,433 18.25% 1,284,319 23.31% 361,624 10.01%

Uncontrolled Gains and 228,764 3.99% 227,311 4.13% 160,589 4.45%
Losses

1,274,197 22.24% 1,511,630 27.43% 522,213 14.46%

Comprehensive Profit (Loss) 1,030,452 17.99% 1,282,359 23.27% 361,953 10.02%
Sharing 228,764 3.99% 227,311 4.13% 160,589 4.45%
522,542 14.47%
Parent Company’s Equity 1,259,216 21.98% 1,509,670 27.40%

Uncontrolled Gains and
Losses

Basic Profit (Loss) per Share 0.0382 0.0470 0.0132
Parent Company’s Equity

Weighted Average No. of 27,349,463,801 27,349,463,801 27,349,645,376
Ordinary Shares (Share)

Diluted Profit (Loss) per 0.0382 0.0470 0.0132
Share

Parent Company’s Equity

Weighted Average No. of 27,349,465,607 27,349,463,801 27,349,645,376
Ordinary Shares (Share)

Cash Flow Statement (Audited) for the Years Ending on 31 December 2018, 2017 and 2016

Consolidated Financial Statement:
Thousand Baht

2018 2017 2016

Profit (Loss) before Income Tax Expense 1,280,451 1,534,354 505,914

Depreciation and Amortization in Electricity Production
and Distribution,

and Amortization of Intangible Assets 1,987,387 1,902,625 1,372,253

Financial Capital 1,456,722 1,454,332 1,201,088

Other Non-Circulating Assets (1,080,916) 1,005,801 562,537

Trade Payables and Other Circulating Payables (6,189) (4,477) (1,362,408)

Others (391,449) (452,413) (1,154,569)

Net Cash Flow Received (Spent) in Working Activities 3,246,006 5,440,222 2,928,039

Cash Flow in Investment Activities

Cash for Purchasing Land, Structures and Equipment (2,078,910) (4,567,964) (16,427,568)

Cash from Purchasing Investments in Subsidiaries (252,042) (62,800) 137,378

Others 128,159 83,733 11,930

Net Cash Flow Received (Spent) in Investment (2,202,793) (4,547,031) (16,278,260)
Activities

Cash Flow in Financing Activities

Cash Received from Short-term Loan from Other People 501,000 1,807,119 456,117

Short-term Loan Repayment from Other People (1,151,000) (1,734,731) (1,340)

Funds Received from Long-term Financial Institute Loans 5,087,273 3,736,850 13,130,810

Repayment of Long-term Financial Institute Loans (3,142,717) (3,542,170) (1,514,815)

Cash Received from Long-term Debentures 723,300 372,100 -

Cash Spent On Financial Costs (1,482,862) (1,444,118) (1,138,646)

Others (77,080) 103,269 1,717,785

Net Cash Flow Received (Spent) in Financing Activities 457,914 (701,681) 12,649,911

Net Increased (Decreased Cash and Cash Equivalent 1,501,127 191,510 (700,310)
Transactions

Cash and Cash Equivalent Transactions at Beginning of 337,977 146,467 846,777
Year

Cash and Cash Equivalent Transactions at End of Year 1,839,104 337,977 146,467

Source: The consolidated financial statements of Super Energy Corporation Public Co., Ltd.

Financial Ratios for the Years Ending on 31 December 2018, 2017 and 2016

Financial Ratio 2018 2017 2016
(Revised)
Liquidity Ratio (Times) 0.67 0.21
Quick Liquidity Ratio (Times) 0.64 0.19 0.18
Cash Flow Liquidity Ratio (Times) 0.56 0.68 0.16
Trade Receivable Circulating Ratio 10.60 11.87 0.29
(Times 33.96 30.34 13.02
Mean Debt Collection Time (Days) 105.76 274.77
Inventory Circulation Ratio (Times) 3.40 1.31 27.65
Mean Sales Time of Goods (Days) 1.95 0.72 969.66
Payable Circulation Ratio (Times) 184.48 502.36
Debt Repayment Time (Days) (147.12) (470.71) 0.37
Cash Cycle (Days) 54.14 56.72 0.19
Gross Profit Ratio (%) 46.31 53.07 1,853.67
Profit from Activities Ratio (%) 22.24 27.43 (1,825.65)
Net Profit Ratio (%) 122.35 186.04 56.91
Cash per Profit Ratio (%) 7.54 9.78 44.89
Shareholders’ Return Ratio (%) 2.64 3.18 14.46
Return on Assets Ratio (%) 8.39 8.69 204.73
Return on Immovable Assets (%) 3.91
1.20
5.52

Asset Circulation Ratio (Times) 0.12 0.12 0.08

Debt per Shareholders’ Equity Ratio 1.83 1.89 2.27
(Times) 3.25 4.75 3.77
Interest Repayment Ability Ratio 0.42 0.50 0.18
(Times) 0.05 0.06 0.02
Obligation Repayment Ratio
(Times)
Profit/Loss per Share

Account Value per Share 0.64 0.59 0.54

Source: The consolidated financial statements of Super Energy Corporation Public Co., Ltd.

9. Management Analysis and Explanations

14.1 Overview of Past Activities

As for the consistency of operations and investment expansion since the company entered the
alternative energy business, the company is determined to develop its competitive potential and become a
leader in the aforementioned business with the production and distribution of electricity from alternative
energy power plants. The company’s operations in the past have given importance to the stability of
electricity production and distribution with modern and environmentally-friendly technologies for the
Electricity Generating Authority of Thailand, the Provincial Electricity Authority and the Metropolitan
Electricity Authority as stipulated in long-term power purchase agreements which guarantee the consistency
electricity distribution. The company’s operations also play an important part in pushing for the stability of
energies considered necessary for the development of the country’s economy. Moreover, the company has a
policy in investing in companies with similar business objectives or in businesses that support the company’s
operations which will allow the company to have better performance and to better cover this business.

In 2018, the Company showed success in the investment and development of alternative energy power
plants, especially solar power plant projects that have been the main projects to yield consistent and stable
operational results in the past year which is proof of success in the investment in the aforementioned

business. Nonetheless, the Company remains determined to grow every year in order to achieve the objective
of becoming a leader in the alternative energy power plant business.

As for the overall expansion of the investment and development of projects in the past year, the
Company has not invested and developed many new projects. Most of the investments are in domestic
projects where the Company already have permits, for example, an industrial waste power plant project with
a capacity of 9 megawatts and six solar power plant projects for government agencies and cooperatives with
a combined capacity of 28 megawatts. In addition, the Company has given priority to the investment and
development of solar power plant and wind power plant projects in Vietnam. Studies have been conducted
on the projects and potential change in equipment technology. The inspection of permits is a major factor
that requires the Company to exercise caution in the investment to ensure that the risks for the Company are
not too high. Furthermore, the Company has invested in solar power plant projects in Vietnam with a
combined production capacity of 236.72 megawatts at the end of 2018. The significant details are the
following:

Project Name Phan Lam 1 BinhAn SinenergyNinhThuan Van Giao1 Van Giao2
(Solar Energy)

Company Nam Viet Phan EverichBinhThuan SinenergyNinhThuan Van Giao Solar Van Giao Sola
Lam Co.,Ltd. Energy Limited Power Limited Liability Power Plant Energy Plant
Joint Stock Joint Stock
Liability Company Company Company Company

Production 36.72 MWp 50 MWp 50 MWp 50 MWp 50 MWp
Capacity

Project BinhThuan BinhThuan NinhThuan An Giang An Giang
Location

Power Electricity of Electricity of Electricity of Electricity of Electricity of
Purchaser Vietnam(EVN) Vietnam Vietnam(EVN) Vietnam(EVN) Vietnam(EVN

PPA 5 Jul 2018 8 Oct 2018 30 Nov 2018 21 Sep 2018 26 Sep 2018

Project Name Phan Lam 1 BinhAn SinenergyNinhThuan Van Giao1 Van Giao2
(Solar Energy)

Power 9.35 9.35 UScents/kWh 9.35 9.35
Purchase 9.35 UScents/kWh UScents/kWh UScents/kWh
Rate
UScents/kWh

PPA Time 20 years after 20 years after COD. 20 years after COD. 20 years after 20 years after
Period COD. COD. COD.

COD Within Within Within Within Within
Schedule 30 Jun 2019 30 Jun 2019 30 Jun 2019 30 Jun 2019 30 Jun 2019

The Company has plans to develop the aforementioned wind power plant in Vietnam in 4-5 years with
the construction commencing in 2019 and the revenue realized in 2020 and onward. Since Vietnam has
geography that efficiently receives wind currents, it can support the future wind power plants. Nevertheless,
investment in foreign countries must be done with caution in legal matters and tax benefit rights. Moreover,
the projects to be invested by the Company must create good results and increase cash flow for the
Company. The Company has laid foundations for investment in alternative energy power plant projects
abroad, especially in Vietnam, and in CLMV countries which is considered an important and large market.

Significant Events Affecting Financial Statements in 2018

1. The Company made preparations and investment in an industrial waste power plant project in Nong
Khai as part of the Quick Win Project which provides opportunities for local administrative organizations
able to manage waste management to invest in and develop a municipal waste power plant projects. At
present, the Energy Regulatory Commission has passed a resolution for Nong Khai Na Yu Company Limited
to sign a power purchase agreement with the Provincial Electricity Authority for a contract production
capacity of 6 megawatts in March 2019. Moreover, in 2018, the Company purchased 92.54 percent of shares
in Mueang Thai Na Yu Company Limited which holds 67 percent of shares in Nong Khai Na Yu Company
Limited, resulting in the Company indirectly holding shares in Nong Khai Na Yu Company Limited.

2. The Company made preparations and investment in an industrial waste power plant project in
Nonthaburi as part of the Quick Win Project which provides opportunities for local administrative
organizations able to manage waste management to invest in and develop a municipal waste power plant
projects. At present, the Company is considering signing a power purchase agreement. In addition, in 2018,
the Company made investments and purchased land with a total area of 61 rai, 2 ngan and 68 square wa for a
total price of approximately 183 million baht to prepare for the construction of the aforementioned power
plant in Khlong Khwang, Sai Noi, Nonthaburi.

3. The Company invested in five solar power plant projects in Vietnam for a combined production
capacity of 236.72 megawatts. As of 2018, the Company has partially paid the investment and construction
fees with the details in the table. Currently, all five projects are under construction.

In addition, the Company is monitoring policies from the government which is in the process of
revising a new Power Development Plan to reflect changing circumstances and electricity usage behavior.
The use of alternative energy is expected to increase and many coal power plants are expected to not be able
to operate due to resistance and environmental impacts. Thus the government sector is giving more
importance to alternative energy. The Company recognizes changes in the overall energy business and so has
conducted studies and searched for new business opportunities involving the use of renewable energy to the
maximum efficiency in order for the Company to maintain its ability to compete and to increase business
opportunities according to future changes in energy trends.

14.2 Summary of Performance

In 2018, the Company perceived 339.06 million baht of revenue from the main solar power plant
operation and maintenance services provided to companies in which the Company directly and indirectly
holds shares, similar to the 339.73 million baht of revenue in 2017. Moreover, there is an additional 103.79
million baht of perceived revenue from accounting management services that has just started to be perceived
this year due to the operation structure between subsidiaries where the same resources are used to increase
operation efficiency and other revenues from interest rates. Thus, in 2018 there is a 143.12 million baht or
42.13 percent increase in Company’s total revenue compared to 2017.

As for subsidiaries, as of 31 December 2018 the company perceived 5,738 million baht of revenue
from the Company’s renewable energy business operations, which is a major source of revenue for the

Company and accounts for 97.69 percent of the total revenue. This income will be stable and consistent
throughout the 25-year period of the power purchase agreements, starting from the commercial operation
commencement date. Revenue from the renewable energy business group is composed of 5,376.25 million
baht from solar energy and 219.23 million baht from waste energy. Revenue from energy has only been
perceived by the Company in 2018 after the start of commercial operations of industrial waste power plant
projects on 14 June 2018.

In 2018, the revenue from solar energy electricity distribution is 5,376.25 million baht, which is a
slight decrease of 14.51 million baht of revenue compared to the 5,390.76 million baht in 2017. This is due
to the increased amount of rain, uncertain weather conditions and transmission line maintenance for some
projects that caused a break in electricity distribution in the aforementioned time period. There is a 140.75
million baht decrease in other revenues resulting from a decrease in perceived revenue from the exchange
rate due to the Company’s gradual payments to debters for construction costs.

If the total revenue from all of the energy businesses is considered, there is an increase of 55.89
million baht or 0.98 percent due revenue from waste energy that is starting to have income in 2018. The
Company expects the revenue from waste energy to increase five to ten percent every year on average.
Meanwhile, although the revenue from communication businesses may not have a very high growth rate,
they are able to make consistent income with a total of 135.35 million baht of revenue in 2018. This is a
growth of 23.71 million baht or 21.24 percent of revenue from 2017. A significant portion of this revenue is
still generated from IT personnel recruitment services provided to government and private agencies.

Table Showing the Company Group’s Revenue Sources

2018 2017 2016

Revenue Type Company Million % Million % Million %
Baht Baht Baht

Business-specific
Statements

1 Company Revenue

- O&M SUPER 339.06 70.22 339.73 100.00 50.15 57.56

2018 2017 2016

Revenue Type Company Million % Million % Million %
Baht Baht Baht

- Project Consultation SUPER 40.00 8.28 - - 36.97 42.44

- Accounting SUPER 103.79 21.50 -- --
Management Services

Consolidated Financial
Statements

2 Revenue from Renewable
Energy Businesses

- Solar Energy Subsidiaries 5,376.25 91.52 5,390.76 93.03 3,526.50 92.75

- Waste Energy Subsidiaries 219.23 3.73 8.08 0.14 --

- Wind Energy Subsidiaries - -- -- -
- Others1/ Subsidiaries 143.47 2.44 284.22 4.90 190.32 5.00

3 Revenue from Information Technology
Businesses

- Sales Subsidiaries 3.60 0.06 5.97 0.10 8.59 0.23

- Services Subsidiaries 130.31 2.22 105.37 1.82 76.52 2.01

- Others Subsidiaries 1.43 0.02 0.30 0.01 0.11 0.01

Remarks: 1/ Other revenues are composed of profits from investments in joint venture companies, exchange
rates and other incomes. For 2018, other revenues are composed of 84.10 million baht of profit from
investments in joint venture companies, 12.21 million baht of profit from exchange rates and 47.16 million
baht from other incomes.

At present, the Company has solar power plant and industrial waste power plant projects that have
commenced commercial operations with a combined production capacity of 777.60 megawatts, an increase
compared to the capacity of 740.60 megawatts in 2017, from the following projects:

1. An industrial waste power plant in Sa Kaeo with a capacity of 9.0 megawatts operated by Green
Power Energy Company Limited.

2. Six solar power plants for government agencies and cooperatives with a capacity of 28.0
megawatts operated by subsidiaries.

For investment in renewable energy power plant projects, the Company has benefited from support
from the Board of Investment as follows:

1) The Company has received an exemption from import duties and taxes for machines approved by
the Board of Investment.

2) The Company has received an exemption from corporate income taxes for the net profit from
supported business operations for eight years starting from the date of the first income from the business.

3) If the business suffers losses during the corporate income tax exemption period, the Company is
permitted to deduct the losses from during that time from the net profit for no longer than five years after the
corporate income tax exemption period starting from the end date of the aforementioned period.

4) The Company has received an exemption from including received dividends from supported
businesses, except for corporate income taxes in Section (b), in the calculation for tax payments throughout
the corporate income tax exemption period for the supported businesses.

5) The Company has received a 50 percent tax reduction for the net profit from supported businesses
for a period of five years starting from the end date of the privilege in Section (b).

6) The Company has been permitted to deduct twice the amount of transportation, electricity and water
fees for a period of 10 years starting from the date of the first income from businesses.

7) The Company has been permitted to deduct 25 percent of facility installation or construction fees in
addition to the regular depreciation deduction.