disFlat. - CSLOXINFO · disFlat. Contents by 4 Financial Highlights 7 Dividend Policy 8 Message...

CS LOXINFO 12

disFlat.

Cont

ents

by 4 FinancialHighlights

7 DividendPolicy

8 MessagefromChairmanoftheBoard

andChairmanoftheExecutive

Committee

9 MessagefromManagingDirector

12 ReportoftheAuditCommittee

14 DirectorsandManagementTeam

20 CorporateGovernance

45 Directors’ShareholdingintheCompany

anditsSubsidiariesoftheYear2007

48 InvestmentStructureofShinGroup

50 MajorShareholders

51 GeneralInformationoftheCompanyand

Subsidiaries

56 BusinessOverview

72 MajorDevelopments

76 RiskFactors

79 RelatedPartyTransactions

86 Management’sDiscussionandAnalysis

93 BoardofDirectors’Responsibilityfor

FinancialReporting

94 Auditor’sReport

102 ConsolidatedandCompanyFinancial

Statements

145 RemunerationofAuditors

146 GeneralInformationonReference

Persons

147 InvestorInformation

148 ContributionstoSociety

152 Glossary

QualityHighInternet

CS LOXINFO 2

The more freedom of connection, The more unlimited distance.

CS LOXINFO 3

InternetDataCenter

CS LOXINFO 4

2007 2006 2005 2004

OPERATING RESULTS RevenuesfromSalesandServices 2,518 2,460 2,249 1,982 TotalRevenues 2,600 2,512 2,321 2,004 GrossProfit(Loss) 1,218 1,147 1,061 939 NetProfit(Loss) 261 213 196 328 FINANCIAL POSITION TotalAssets 2,368 2,615 3,012 2,561 TotalLiabilities 743 807 854 662 TotalShareholders’equity 1,625 1,808 2,158 1,899 NetCashFlowsfromOperation 584 704 530 447 FINANCIAL RATIO CurrentRatio 1.66 1.88 1.88 2.52 DebttoEquityRatio 0.46 0.45 0.40 0.35 GrossProfit(Loss)Margin 46.86% 45.66% 45.70% 46.85% NetProfit(Loss)Margin 10.08% 8.46% 8.46% 16.38% ReturnonAssets 10.51% 7.56% 7.05% 18.41% ReturnonEquity 15.26% 10.72% 9.68% 17.28% BasicEarningperShare 0.42 0.34 0.31 0.55 DividendperShare 0.40 0.74 0.45 0.40 BookValueperShare 2.59 2.89 3.45 3.02 No.ofShares(MillionShares) 627 625 625 625

(Unit:MillionBaht)

Note: TheCopanydidn’trestatetheyear2004’scomparativefinancialstatementsretrospectivelyforthedeferredincometax accountingpolicy.

FinancialHighlights

CS LOXINFO 5

2007

2006

2005

2004

Year

2007

2006

2005

2004

Year

2007

2006

2005

2004

Year

2007

2006

2005

2004

Year

CS LOXINFO 6

• Internet Services

• Print YellowPages Advertising

• Mobile Contents Provider

• Print Classifies (Auto, Job, Real Estate, Education, etc)

Develop the business into services that are extendable from the existing or related businesses aimed at searching information to buy, sell or exchange in different ways for a variety of products e.g. cars, jobs, home, education and etc. with type of services that will be able to provide better convenience for customers across different needs.

Vision & Mission

Customer

are able

to find or

buy/sell local

products & Services

Distribution Channels

• Print Classifies (Daily & Weekly)

• YellowPages Directory

• Websites

• Mobile Service and Call Center 1188

Existing Businesses

Business

to

Business

Target Market

Business

to

Consumer

Integrated Vision & Mission

CS LOXINFO 7

* Note: PayoutRatioyear2005andyear2006calculatedfromtheconsolidatednetprofitofthecompany(whichequivalent to the stand alonenet profit of the company), forPayoutRatioyear2007 calculated from the stand alone net profit ofthecompanyfollowingbythecompany’sdividendpolicy.• The subsidiaries of the Company’s dividend policy Loxley Information Services Company Limited, Teleinfo Media Public Company Limited, AD Venture Company Limited and Watta Classifieds Company Limited its subsidiaries of the Company have the dividend policy is to pay dividend no less than 50 percent of net profit.

TheCompany’sdividendpolicyistopaydividendnolessthan40percentofnetprofitaftertax,ifthefund is not required elsewhere and subject to the economic and future project of the Company and thesubsidiariesandthepaymentwouldhavenosignificanteffectontherunningoftheCompany.

The Company’s dividend payments during the past three years are as follows:-

Dividend from Operations 2007 2006 2005

Payout Ratio (%) * 49.10 217.56 143.49

Total of dividend payment (Million Baht) 240.40 462.50 281.25

Dividend per share (Baht) 0.40 0.74 0.45

The Company’s dividend policy

Dividend Policy

CS LOXINFO 8

Prof. Wongkulpat Snidvongs na Ayudyha, M.D. ChairmanoftheBoard

Dr. Dumrong Kasemset ChairmanoftheExecutiveCommittee

Prof. Wongkulpat Snidvongs na Ayudyha, M.D. ChairmanoftheBoard

Dr. Dumrong Kasemset ChairmanoftheExecutiveCommittee

2007 was another year that CS LoxInfo Public Company Limited could build a good level of returns to shareholders. On top of the high dividend payout, the Company was able to allocate 222 million Baht of net profit to repurchase the shares with an objective to manage shareholder return in the long run. For 2007’s operating results, the Company reported total revenues of 2,600 million Baht, 55% was from the internet business and 34% was from Teleinfo Media Public Company Limited who operates the YellowPages business. As for the new investment in the past year, the Company had invested in a 60% stake in publishing businesses that primarily focused on selling classified ads for market popular products e.g. cars, jobs, homes, education. In view that such business is in line with the YellowPages business, which is categorized as another type of classified ad, thus when combining all products and services information, it puts the Company in a better position to carry on providing these service. In 2008, the Company plans to develop its products and services, especially online search and exchange of information via internet, call center or mobile phone in order to respond to varying needs of customers. In terms of the overall policy, the Company will place a strong emphasis on developing products and services that can satisfy demands from target customers, both corporate and individual. Moreover, the Company has realized the importance of being part of an enduring Thai society. From past to present, not only has the Company supported various kinds of social activities for the benefit of youths and several communities throughout Thailand, but also will continue to carry on activities that are successful and receive cooperation from social parties. On December 11, 2007, the Board was awarded the “Board of the Year Award for Exemplary Practice” organized by the Thai Institute of Directors Association, in cooperation with the Stock Exchange of Thailand (SET), and Board of Trade of Thailand. This award was for the recognition of the Board of having responsibility to the shareholders, and monitored the corporate in line with the Good Corporate Governance Principle. It was of benefits to all shareholders fairly and equitably. On behalf of the Board, and the Executive Committee, we will strive for efficient management for the good performance, with maximize and continual profit.

Message from Chairman of the Board and Chairman of the Executive Committee

CS LOXINFO 9

Mr. Anant Kaewruamvongs ManagingDirector

CSLoxInfoPublicCompanyLimited

Mr. Somchai Sinjananuruk ManagingDirector

TeleinfoMediaPublicCompanyLimited

Mr. Anant Kaewruamvongs ManagingDirector

Mr. Somchai Sinjananuruk ManagingDirector

In 2007, the country’s overall internet business was still growing. For the internet business of CS LoxInfo Public Company Limited, it was still able to generate a good profit to shareholders compared to competitors in the market despite intense competition and Thai economic status which remained weak. For the YellowPages business, a media inwhich buyers look for sellers, it had further expanded into two dimensions. The first dimension expanded the existing target group that covers the purchasing and procurement of both government and private entities into personal consumptions that are necessary in daily life whereas the second dimension expanded sub-community areas in order to better facilitate specific consumptions in each city and each area. Such expansion spelled out two volumes of City YellowPages (City Pages) i.e. Nonthaburi and Pathumthani which in turn enlarged the customer base by approximately 10%. The Company is already set to expand into other provinces e.g. Phuket, Chiang Mai, Nakhon Ratchasima and Bangkok in the form of Urban Living YellowPages in the coming year. Overall, the Company will continue its policy of providing services aimed at developing products to increase variety and flexibility in order to serve various customer needs. In the mean time, the Company will still largely give importance to products and services in the private sector. Lastly, I and fellow teamwork in the Company are very determined to work hard to drive our business forward in a secure manner. At the same time, we would like to create benefit across all stakeholders, including shareholders, employees, government and Thai society as well as the development of information in Thailand. We therefore would like to thank all shareholders for your continued trust and support in the Company’s business.

Message from Managing Director CS LoxInfo Public Company Limited

and Teleinfo Media Public Company Limited

CS LOXINFO 10

ADSLOpen-up your world the way you want; Everything is within reach.

CS LOXINFO 11

ADSL

CS LOXINFO 12

In year 2007, the Audit Committee (AC) membership composition was unchanged consisting of Mr. Prathueng Srirodbang, the Chairman, with expertise in legal matters, Mr. Gan Hui Beng, and Dr. Sillapaporn Srijunpetch, the other members of the AC with expertise in management, finance, accounting, and auditing, and being in position for four years, four years, and two years, respectively. All members possess qualifications as prescribed by the SET, own no shares in the Company, take no part in business management, and are not consultants or business partners of the Company or its related companies, and have not been appointed to protect the interest of directors or major shareholders. In 2007, the AC met six times in meetings involving top management, internal auditors, and external auditors to carry out its roles, duties and responsibilities under the Audit Committee Charter as well as to address matters specifically assigned by the Board. The following is a summary of significant matters addressed during the year. 1. Reviewing for Good Corporate Governance. The AC monitored to ensure the Company complied with relevant laws and regulations, like the SET and SEC regulations and notifications, the rules and regulations of NTC, as well as the general business laws. The Committee also reviewed for adequate, accurate, and timely information disclosure by the Company, particularly in the areas of connected transactions, to ensure that they had been entered into on arm’s length basis under normal commercial terms.

ReportoftheAuditCommittee

2. Reviewing Quarterly and Year End Financial Statements. The AC reviewed the financial statements for compliance with generally accepted accounting principles, and ensured information disclosed was clear, adequate, timely and meaningful for the shareholders and other users of the published financial statements. To this end, the AC reviewed the external auditor’s audit work plan, involved the external auditors in meetings to review the Financial Statements for material accounts, changes, adjustments, reserves, provisions and significant information disclosures. The AC met once with the external auditor and his audit team without management presence to affirm the auditor’s independence and to obtain independent feedback on the audit result and internal control environment. In year 2007, the external audit findings did not reveal material financial reporting issues. 3. Reviewing Company’s Risk Management. The AC reviewed the quarterly meeting minutes of the Company’s Risk Management Committee, paying particular attention to identification of risk factors and their treatment or mitigation, and provided constructive suggestions of ways identified risks could be more effectively managed. It was observed that the business environment in year 2007 had not changed dramatically from previous years. The major risks of the Company resided in the external operating environment relating to intense price competition, regulatory rules and conditions governing business operation, and third party support to the service infrastructure.

CS LOXINFO 13

4. Reviewing Company Internal Control. The AC reviewed the adequacy of internal control within the Company on a regular basis from the reports of both internal and external auditors. The AC would bring major items of concern to the attention of the Board together with the remedial action to be taken. This approach encouraged management of the Company to ensure adequate and effective internal control in achieving business focus, operations efficiency, effective risk management, safeguard of assets, and people management. Overall, the AC was of the opinion that the Company had adequate internal and management control. 5. Overseeing Company Internal Audit Function. The Office of Internal Audit of the Company reports directly to the AC on a functional basis. During the year, the AC reviewed and approved the Internal Audit annual work plan covering both the Company and its subsidiaries. In the review, the AC took into account sufficiency of headcount, effectiveness of the internal auditing process, and provided constructive suggestions on improvements. 6. Selection of External Auditors. The AC monitored the work quality and independence of the external auditors through the quarterly financial statements review and in private discussion. The AC also considered the scope of external audit work and related audit fee. For year 2007 external audit, the

Mr. Prathueng Srirodbang Chairman of the Audit Committee

February 19, 2008

AC recommended the re-appointment of Pricewaterhouse Coopers ABAS (PwC) as the external auditors of the Company for one more year at a fee of Baht 1,660,925 and to comply with SET regulation, another audit partner of PwC took over as the Company’s statutory auditor. In line with the Company’s practice of external auditors rotation, the AC evaluated and finally recommended KPMG to be the external auditors of the Company for year 2008. 7. Self-assessment of the AC. The AC performed an assessment of its actual work covered in 2007 by reference to the AC charter and known best practices. The results showed that, on a practical basis, the scope of work covered by the AC in 2007 was in line with both the AC charter and established good practices. In conclusion, in the year 2007, the Audit Committee reviewed the performance of the Company and its subsidiaries in the areas of business operations, corporate governance, financial reporting, internal control and risk management, with the management, external auditors, and internal auditors, to ensure that the business of the Company was conducted with adequate internal control and risk management, and the reported financial statements were accurately prepared using generally accepted accounting principles.

CS LOXINFO 14

Prof.WongkulpatSnidvongsnaAyudyha,M.D. Independent Director and Chairman of the Board

Dr.DumrongKasemset

Director and Chairman of the Executive Committee

Mr.GanHuiBeng Independent Director and Member of the Audit Committee

DirectorTeam

Mr.PratheuangSrirodbang Independent Director and Chairman of the Audit Committee

CS LOXINFO 15

Dr.SillapapornSrijunpetch

Independent Director and Member of the Audit Committee

Mr.VirojTocharoenvanith

Director

Mr.YongsitRojsrivichaikul

Director and Member of the Executive Committee

Mr.MarkChongChinKok


Mr.TanaditCharoenchan


CS LOXINFO 16

ManagementTeam

Mr.AnantKaewruamvongs

Managing Director

Mr.AnuwatSanguansappayakorn

Chief Financial Officer

Mrs.AksaraAssavapokee

Senior Director-Finance & Accounting

Mr.PotePunsiripote

Director-Sales

Mr.PinyoPo-ngern

Director-Information System

Dr.SomchaiKittichaikoolkit

Director-Marketing

CS LOXINFO 17

Mrs.SuwanundJatesawangsri

Director-Customer Services Mr.KiatIntarasuriyawong

Director-Technical & Operations Mrs.SuwannaJanesawatpong

Director-Internal Audit

Mr.SomchaiSinjananuruk

Managing Director Mr.SurachartKukasamerat

Deputy Managing Director-Sales

TeleinfoMediaPublicCompanyLimited

CS LOXINFO 18

Feel closer together, no matter the distance.

CS LOXINFO 19

IPSTAR

CS LOXINFO 20

The Board of Directors of the Company (Board) equates good corporate governance with good corporate citizenship, and has over the years sought to improve and strengthen corporate governance practices within the Company. As a fitting reward of this focus and effort, on December 11, 2007, the Board was a recipient of the “Board of the Year for Exemplary Practices” award in an event organized by the Thai Institute of Directors Association (IOD), in cooperation with the Stock Exchange of Thailand (SET), Board of Trade of Thailand, Federation of Thai Industries, Thai Bankers’ Association, Thai Listed Companies Association, and Federation of Thai Capital Market Organizations. This award was a recognition of boards that have performed their duties in accordance with good corporate governance (CG) principles, as well as attained an evaluation score of not less than 85% according to the criteria set by the Award Committee. The awards selection criteria were based on the OECD Principles of Good CG and the SET Guidelines for Board of Directors.

CorporateGovernancePolicy

The Company that leadership of a visionary and responsible Board of Directors, with accountability to stakeholders, that can motivate and guide management, using a sound management system that utilizes internal control to balance business priorities and operations transparency, while respecting the rights and equitable treatment of all shareholders, are the essential factors in maximizing long term shareholders value. To this end, the Board has established a good Corporate Governance Policy that addresses five key areas:- 1. Board’s structure, composition, roles and responsibilities 2. The rights and equitable treatment of Shareholders and the Roles of Stakeholders 3. Information Disclosure and Transparency 4. Internal Control and Risk Management 5. Code of Conduct Since 2005, the Board has acknowledged the growing importance of Corporate Governance (CG) as representing a set of processes, policies, laws and institutions affecting the way in which a corporation is directed, administered or controlled. As a result, on an annual basis, the Board schedules a meeting in the early part of the year dedicated to the review and enhancement of the CG of the Company to ensure its relevance, compliance with SET mandates and guidelines, and adherence to good practices. In the Board of Directors Meeting No.3/2008, on March 19, 2008, CG Policy of the Company was reviewed. Moreover, to strengthen its focus on CG, the Board plans to set up a CG Committee.

CorporateGovernance

CS LOXINFO 21

Name PositionNumbersofShares

holding(asatDec31,2007)

1. Prof. Wongkulpat Snidvongs na Ayudyha, M.D.* 2. Mr. Prathueng Srirodbang 3. Mr. Gan Hui Beng 4. Dr. Sillapaporn Srijunpetch 5. Mr. Viroj Tocharoenvanith

Independent Director / Chairman of the Board Independent Director / Chairman of the Audit Committee / Chairman of the Nomination Committee Independent Director / Member of the Audit Committee / Member of Remuneration Committee Independent Director / Member of the Audit Committee Director / Representative of CAT Telecom

-0-

-0-

-0-

-0- -0-

Chapter1:BoardofDirectors

1. Leadership and Vision The Board determined CS LoxInfo Public Company Limited (CSL), a company in Shin Corporation Group of companies, to be a leading Thai company, with successful, internationally acknowledged and implemented perspectives, whilst having a variety of businesses with state of the art technology, strong management and capable staff. The Board members have leadership, vision and independence in making decisions, and are responsible in governing the corporation and providing the greatest benefit to its stakeholders. As such, the duties, roles and responsibilities of the Chairman of the Board, the Chairman of the Executive Committee and the Managing Directors are clearly segregated. In determining the business direction, vision, mission and annual targets, the Board oversees overall business affairs of CSL Group, and makes approval of those above with the involving initiation of the management. After that, the Board will monitor the achievement of the approved direction and plans through the Executive Committee, on a regular basis. For 2008 the Board agreed to continue focusing on increasing benefits to its shareholders by targeting to corporate customers, which is the segment of our expertise and effective in generating both revenue and profit. By the way, we will also develop more of the content servicing to fulfill more of the customer needs. This should enable the synergy at the Group level to cover both consumer and corporate sectors with the concept of Localized Search and Transactions via various types of connection medium, ie., internet, mobile phone, or even the call center.

2. Composition of the Board of Directors, the Appointment, and its Independence The Board consists of nine qualified and experienced directors in various fields, i.e., telecommunication, legal, accounting and finance. Four are representatives of two major shareholders; one is the representative for CAT Telecom Plc. serving on behalf of the concession grantor; four are independent directors, including the Chairman of the Board, who account for more than one third of the Board. The full Board is as follows:-

CS LOXINFO 22

Directors Nomination and Appointment Process The Company has appointed the Nomination Committee (NC) to consider setting standards and policies in nominating a qualified director under the Company’s Articles of Association and relevant laws, as well as to nominate such a qualified person to be a director of the Company where the office is vacant. The NC considers the educational background and professional experiences of the candidates. It provides sufficient useful information, for the consideration or decision making of the Board and the shareholders. Moreover, it was determined that in every Annual General Shareholders Meeting, one third of the directors shall resign from the position. In case that the number of the directors cannot be divided into three, the closest to one third of the directors shall resign from their positions. In the first and second year after the Company was listed on the Stock Exchange of Thailand, the directors who were required to resign, applied the method of drawing lots to determine who should resign. On subsequent years, the longest serving directors would resign and might be re-elected to resume their positions. In case the office of Director is vacant, due to reasons other than by the rotational scheme, the Board shall elect a person who is qualified and has no prohibited characteristics in accordance with Clause 68 of the Public Company Act, B.E. 2535. The successful candidate would replace the Director at the next meeting. Unless the remaining tenure of the Director vacating office is less than two months, a director who has elected as a replacement shall retain this position only up to the remaining tenure of such preceding director. As stipulated in the Company’s Articles of Association, the shareholders meeting shall elect directors under the following rules and procedures. 1. All shareholders have votes equivalent to the number of shares being held. 2. Each shareholder may use all votes set forth in (1) to elect one or more directors. In case of electing a number of directors, those votes may not be divided in any proportion for any particular director. 3. Those who receive the highest respective votes shall be elected as directors in a number equal to those to be elected at such a meeting. In cases of tied votes cast, which would result in the number of directors greater than that permitted for the time being, the presiding chairman shall have a casting vote.

Name PositionNumbersofShares

holding(asatDec31,2007)

-0-

-0-

-0-

-0-

6. Mr. Mark Chong Chin Kok 7. Dr. Dumrong Kasemset 8. Mr. Yongsit Rojsrivichaikul 9. Mr. Tanadit Charoenchan

Director / Member of the Executive Committee / Member of the Remuneration Committee / Member of the Nomination Committee / Representative of major shareholder Director / Chairman of the Executive Committee / Chairman of the Compensation Committee / Member of the Nomination Committee / Representative of major shareholder Director / Member of the Executive Committee / Representative of major shareholder, Director / Member of the Executive Committee / Representative of major shareholder

* Being appointed by the AGM No.1/2007 on April 23, 2007 as the Director and Chairman of the Board • During 2007, Mr. Vasant Chatikavanij resigned from his directorship which were a Director, a Member of the Executive Committee and a Member of the Remuneration Committee with effective date of December 26, 2007.

Secretary to the Board: Mr.Kamonmit Vudhijumnonk (Details of his profile and qualifications are shown on page 44) The Authorized Directors: Dr. Dumrong Kasemset or Mr. Yongsit Rojsrivichaikul or Mr. Tanadit Charoenchan cosigns with Mr. Viroj Tocharoenvanith or Mr. Mark Chong Chin Kok, altogether two directors, together with Company seal.

CS LOXINFO 23

The Company has not determined the maximum number of occasions a director can be re-elected, or his/her age, but will take into consideration his/her time, capability and knowledge devoted to the Company in performing duties. Except an independent director, he/she shall not serve the directorship for more than three consecutive terms or a total of nine years. Qualifications of the Board of Directors Directors of the Company have qualifications and characteristics as specified in the relevant laws. They have knowledge, capability and ethics in carrying out business and sufficient time to devote their knowledge and capabilities in performing duties for the Company. It is acceptable for them to be directors in other companies as long as such directorship does not hamper their performance in carrying out duties at the Company. The Company also encourages the directors to attend training classes for roles and responsibilities of being a director, e.g., DAP, DCP, etc. in order to have a thorough understanding of their roles. The profile of the Company and its subsidiaries, relevant rules and regulations, and the Director’s Handbook, are normally provided to the Directors, especially for new appointtees. Business environment updates of the Company and its subsidiaries, e.g., market situation, technology, laws and regulations, etc. are also made to the Board regularly. This should enable the Board to have sufficient information, knowledge and understanding about the business of the Company, as well as the most current roles and responsibilities of being a director. To date, all of our directors, including the Managing Director have already attended the DAP or DCP course. We also encourage the Directors to have continuing education programs, to enable them to perform their duties effectively, including corporate governance matters. Independence and Definition of the Independent Directors We define “Independent Director” in the Company’s CG policy as a director, who is fully qualified with regards to independence, in accordance with the SET’s guidelines. He/She shall be able to equitably safeguard the interests of shareholders and prevent a conflict of interest. He/She shall also be able to give independent opinions in the Board Meetings. Details of his/her qualifications are as follow:- 1. Being a director who holds shares of not more than 0.5% of paid-up capital of the Company, affiliated company(s), associated company(s) or related company(s). Shares held by his/her relation(s) shall be included. 2. Being a director who does not take part in the management of the Company, affiliated company(s), associated company(s), and related company or is a majority shareholder(s) of the Company, and is not an employee, staff member, or advisor who receives a regular salary from the Company, affiliated company(s), associated company(s), related company(s), or is a majority shareholder of the Company. 3. Being a director who has no benefits or interests, directly or indirectly, in terms of financial and management of the Company, affiliated company(s), associated company(s), or majority shareholder(s) of the Company, and shall have no benefits or interests in such manner for a period of one year prior to the appointment as a director, except the Board has carefully considered and opined that such benefits or interests should have no impact on performing directorship duties and giving independent opinion. 4. Being a director who is not a related person or close relative of any management member or majority shareholder(s) of the Company. 5. Being a director who is not being appointed as a representative to safeguard the interests of the Company’s Directors, majority shareholder(s) or shareholders who relate to majority shareholder(s) of the Company. 6. Being a director who is able to perform duties, give opinions or report on the result of the assignments made by the Board with no pressures due to circumstances or controls of the management, majority shareholder(s) of the Company, including their related persons or close relatives.

CS LOXINFO 24

3. Chairman of the Board and Chairman of the Executive Committee The Company has a policy that the Chairman of the Board and the Chairman of the Executive Committee should be capable and possess appropriate experience and qualifications. They shall not be the same person, in order to balance the power between direction and management functions. The responsibilities of the Chairman of the Board and the Chairman of the Executive Committee are specified as follows:- • Chairman of the Board is a non-executive Director, has responsibility as the leader of the Directors, in directing and monitoring the performance of the Executive Committee in achieving its goals and objectives. He also chairs the Board meeting and the Shareholders meeting. Currently, our Chairman of the Board is the independent director. • Chairman of the Executive Committee takes responsibility as the leader of the executives of the Company, responsible to the Board for supervising the management of the Company to achieve planned assignment.

4. Authorities, Scope of Duties, and Responsibilities of the Board The major authorities, duties, and responsibilities of the Board are as follows:- • To carry out duties in accordance with the laws, the objectives, the Articles of Association of the Company, and the resolutions of the shareholders’ meeting in good faith and with care to preserve the interests of the Company. • To determine vision, policy, and direction of the Company, as well as to oversee and superintend the executive to be in line with the policy effectively and efficiently for maximizing corporate value and shareholders’ wealth. • To consider to approve or propose to shareholder to approve where the case may be, the major transactions about business operations of the Company and its subsidiaries, such as new investment, asset acquisition or disposition, and other transactions specified by the law. • To approve or agree to the related transactions between the Company and its subsidiaries in compliance with the relevant notifications, regulations and guideline of the Stock Exchange of Thailand. • To arrange to have a reliable accounting system, financial reports, auditing, as well as oversee the evaluation process for an appropriate, effective, and efficient internal control, internal auditing, risk management, financial reporting, and monitoring. • To oversee for not having a case of conflict of interests between the concerned persons of the Company, as well as to approve the Connected transactions and Conflicting transactions. • To govern the Company to carry out the business ethically and in line with the principle of good Corporate Governance. • To review the Company’s CG Policy and assess due compliance at least annually. • To conduct Board appraisal, as a group, annually. • To appoint or delegate any power to any other persons to conduct the Company’s business subject to the control of and within the time as may be specified by the Board, whereby such appointment or delegation of power may, at anytime, be canceled, revoked, withdrawn or amended. Provided that the said appointment or delegation of power shall not be made in the manner that the Board or the person appointed or delegated then be able to approve any transaction to be entered into between the Board, the person appointed or delegated by the Board, or any person who may have conflicts of interest or any other benefits (as stipulated by the Office of the Securities and Exchange Commission) and the Company or the Company’s subsidiaries, unless the approval for such transactions is in compliance with the policy and rules already approved by the Board. • To determine each director and executive to have duty in preparing and submitting the Report of Securities Holding in the Company by himself (herself), his(her) spouse, his(her) immature children, to the SEC, by using the 59-1 and 59-2 form, and by the timeframe stipulated in the Notification of the SEC no. Sor Jor 14/2540.

CS LOXINFO 25

The AC consists of three independent directors. Two are financial and accounting experts Mr. Gan Hui Beng and Dr. Sillapaporn Srijunpetch, and one is a legal expert Mr. Prathueng Srirodbang. Every member has qualifications as specified under the guideline of the SET and meets the requirements of an independent director as defined in the Company’s CG policy. The AC has a three year term, the same as the directorship position. Those, who complete the term of the AC membership can be re-elected for no more than nine years or three consecutive terms. The authorized duties of the AC are as specified in the Charter of the AC. The AC also reviews the Charter for appropriateness on a yearly basis, and makes further proposals for approval by the Board. The details of the latest version of the AC Charter are as follows:- • To carry out a review of the Company’s financial statements with the management and external auditors to ensure that the statements accurately present the financial position of the Company and that they are prepared in accordance with generally accepted accounting principles. • To give recommendations to the Board about the changes to the Company’s accounting policies and financial authorities, delegated to EXCOM and the Managing Director. • To ensure that the company has appropriate and efficient internal control and audit systems. • To carry out a review to ensure that the Company operates in compliance with the Securities and Exchange Acts, the regulations of the Stock Exchange of Thailand and any other relevant laws. • To consider, select ,and propose the appointment and audit fees of the company’s external auditor to the Board, as well as approve its audit plan and meet privately with the external auditor at least once a year. • To review policies for the approval of non-audit services and make recommendations. • To review the work of the Risk Management Committee of the Company. • To review and provide opinions on material connected transactions for compliance and conflict-of- interests, as well as accurate and complete disclosure. • To review and give opinions on the performance of the Internal Audit Office and coordinate work with the Company’s external auditors.

Name Position

No.ofMeetingAttendance/

No.ofMeetingsin2007

1. Mr. Prathueng Srirodbang 2. Mr. Gan Hui Beng 3. Dr. Sillapaporn Srijunpetch

Chairman of the AC/Independent Director Member of the AC/ Independent Director Member of the AC/ Independent Director

6/6 6/6 6/6

5. The Sub-Committees The Board has appointed four sub-committees to study and pre-review the matters under the Board’s responsibilities. 5.1 Audit Committee 5.2 Remuneration Committee 5.3 Nomination Committee 5.4 Executive Committee 5.1 Audit Committee (AC)

CS LOXINFO 26

• Mr. Vasant Chatikavanij resigned from the Member of the RC with effective date of December 26, 2007. The RC consists of three directors. Two are representatives of the major shareholders, and one is an independent director. The scope of duties and responsibilities are as follows:- • To appropriately determine necessary remuneration, both monetary and non-monetary, annually in order to provide necessary incentives and retain the Board, Sub-Committees and senior executives of the Company. • To prepare policies and criterias to determine remuneration of the Board and senior executives, for approval by the Shareholders Meeting, and/or the Board, depending on each case. • Report to the Board, and be responsible for providing explanations and clarifications about

• To ensure all necessary assistance and cooperation required by the external and internal auditors are provided by the management. • To prepare an annual AC activities report which must be signed by the Chairman of the AC and disclosed in the Company’s annual report. • To consider ant appraise annually, the performance of the Assistant Director of Internal Audit. • To consider and approve the Internal Audit Charter, annual internal audit plan, budget and manpower of the Internal Audit Office and the adequacy of the internal audit function. • To report the AC activities to the Board at least once during each quarter. • To review the scope of duties, responsibilities and to conduct AC performance self-assessment on a yearly basis. • To have full access and the cooperation of management. • To have the power to invite members of the management, officers and employees of the Company or external parties, to give statements, to attend a meeting and to deliver necessary documents. • To have direct access to the external auditors in the investigation of any matter within its terms of reference. • To have the power to engage consultant(s) or independent person(s) to provide opinions or advice if necessary, in accordance with the Company’s regulations, and expenses (with no budget provided) under the approval of authority given by the Managing Director. • To carry out other works designated by the Board of Directors and agreed to by the AC. The AC has conducted a self-assessment for 2007, by team, to review the actual performance against the Charter of the AC and Best Practice. The results were reported to the Board during Board Meeting No. 3/2008 on March 19, 2008. The results showed that both the Charter of the AC and Best Practice was conformed to.

Name Position


No.ofMeetingsin2007

1. Dr. Dumrong Kasemset 2. Mr. Gan Hui Beng 3. Mr. Mark Chong Chin Kok

Chairman of the RC Member of the RC / Independent Director Member of the RC

2/2 2/2

0/2

5.2 Remuneration Committee (RC)

CS LOXINFO 27

The NC consists of three directors. Two are representatives of major shareholders and one is an independent director acting as the Chairman of the Committee. The scope of duties and responsibilities are as follows:- • To determine policies and criteria for nominating the Board and Sub-Committees of the Company. • To nominate directors by considering suitable candidates for approval by the Board, and/or the Shareholders Meeting, depending on each case. • To consider suitable candidates to be nominated as Chairman of the EXCOM, if there is vacancy, as well as to determine criteria for succeeding the senior executives. • Others, as assigned by the Board. In 2007, the NC met three times to consider appointing directors and determining their authority for the replacement of retired directors, in accordance with the company’s Articles of Association.

Name Position


No.ofMeetingsin2007

1. Mr. Prathueng Srirodbang 2. Dr. Dumrong Kasemset 3. Mr. Mark Chong Chin Kok

Chairman of the NC / Independent Director Member of the NC Member of the NC

3/3

3/3 1/3

5.3 Nomination Committee (NC)

remuneration of the Board and senior executives in Shareholders Meetings. • To report on the remuneration policies, rationale and objectives, as well as to make disclosures in the annual report. • Others, as assigned by the Board. In 2007, the RC met twice to consider and approve the allocation of warrants under ESOP Grant V program to the directors and staff, as well as approve the remunerations for independent directors and external directors.

5.4 Executive Committee (EXCOM)

Name Position


No.ofMeetingsin2007

1. Dr. Dumrong Kasemset 2. Mr. Mark Chong Chin Kok 3. Mr. Tanadit Charoenchan 4. Mr. Yongsit Rojsrivichaikul

Chairman of the EXCOM Member of the EXCOM Member of the EXCOM Member of the EXCOM

13/13 7/13 10/11 10/12

• Mr. Vasant Chatikavanij resigned from the Member of the EXCOM with effective date of December 26, 2007.

The EXCOM consists of the directors of the Company and Executive Chairman of Satellite and International Business Line as the Chairman of the EXCOM. The scope of duties and responsibilities are as follow:-

CS LOXINFO 28

Scope of Authorities and Responsibilities of the Managing Director The Managing Director (MD) has authority according to that being delegated by the Board, which is in compliance with the rules, regulations, and Articles of Association of the Company. The MD did not conduct or enter into transaction that he or conflicting person may have conflict of interests with the Company or the subsidiaries, as defined by the Notifications of the SEC. Exemption is on the case of related transactions where no approval is required from a shareholders’ meeting, as announced by the SET regarding the Principle, Procedure, and Disclosure of Related Transactions of the listed companies, and the approval of internal management of the Company and its subsidiaries.

1. Dr. Dumrong Kasemset Chairman of the EXCOM 2. Mr. Anant Kaewruamvongs Managing Director 3. Mr. Anuwat Sanguansappayakorn Chief Financial Officer 4. Mrs. Aksara Assavapokee Senior Director - Finance & Accounting 5. Mr. Pinyo Po-ngern Director - Information System 6. Dr. Somchai Kittichaikoolkit Director - Marketing 7. Mr. Pote Punsiripote Director - Sales 8. Mrs. Suwanund Jatesawangsri Director - Customer Services 9. Mr. Kiat Intarasuriyawong Director - Technical & Operations 10. Mrs. Suwanna Janesawatpong Director - Office of Internal Audit

Management Team As of December 31, 2007 the Company’s Management is composed of the following people:-

• To determine the policies, directions, strategies and core management structure for business operations in line with economic and competitive conditions that have been defined and declared to Shareholders, for approval by the Board. • To determine the business plans, budgets, and working authority limits of the Company for approval by the Board. • To monitor efficient policy implementation and operating procedures according to favorable business conditions. • To monitor the Company’s operating performance to be in line with the approved business plan. • To consider any material investment projects. • To report the Company’s performance to the Board on the monthly basis. • Having authority to approve financial transactions of not higher than 400 million baht. In case of the finance banking transactions, for example, deposit, lending, hedging instrument on foreign exchange and interest rate, the transaction value and details requires the Board’s approval. The EXCOM may delegate an executive or individual to carry out or acknowledge a business according to the discretion of the EXCOM. • The approval of the EXCOM or the delegates shall not be for the connected transaction(s) or where the Committee may have a conflict of interest according to the Articles of Association of the Company or that defined by the regulatory body (ies). • Others, as assigned by the Board.

PositionName

CS LOXINFO 29

Approval authority of the MD The MD has been delegated of the financial authority from the Board at the maximum of 10 million baht for budgeted capital expenditure.

6. The Meeting of the Board of Directors The Board has policy to schedule the Board’s meetings of at least six times a year. The meetings are normally pre-scheduled for the entire year. Special meeting can be held where necessary. In organizing a meeting, the Chairman of the Board and Chairman of the EXCOM will agree to with the agenda items. Secretary to the Board will coordinate with the relevant parties and distribute the notice to the meeting along with the meeting agendas and meeting document to the directors at not less than seven days in prior to the meeting date for the Board to have sufficient time to digest the information. In year 2007, the Board met for nine times. Normally, each meeting would take about two to three hours, with the Chairman of the Board chairing the meeting. He is responsible for overseeing the meeting process and managing time for each agenda to be sufficient for the directors to discuss and express their opinions independently, taking into consideration the benefit of the shareholders and stakeholders on a fair basis. Management will provide sufficient information for the Board consideration. Where a director may have conflict of interest with any meeting agenda, he/she will not be present in the meeting for that agenda item. After that, the Secretary to the Board will finish preparing the minutes of the meeting by 14 days, keep such the minutes and supplemented documents, as well as support and follow up matters for facilitating the Board to perform duties in compliance with applicable laws, rules and regulations, and shareholders’ meeting resolutions.

In 2007, in summary, there were below meetings.

DirectorAGM BDM ACM NCM

EXCOM

MeetingRCM

1. Prof. Wongkulpat Snidvongs na Ayudyha, M.D.* 2. Dr. Dumrong Kasemset 3. Mr. Prathueng Srirodbang 4. Mr. Gan Hui Beng 5. Dr. Sillapaporn Srijunpetch 6. Mr. Viroj Tocharoenvanith 7. Mr. Mark Chong Chin Kok 8. Mr. Yongsit Rojsrivichaikul 9. Mr. Tanadit Charoenchan

No.ofMeetingAttendance/No.ofMeetingin2007

-

1/1 1/1 1/1 1/1 1/1 1/1 1/1 1/1

5/5

9/9 9/9 8/9 9/9 8/9 6/9 6/6 6/7

Meeting

- -

6/6 6/6 6/6 - - - -

-

3/3 3/3 - - -

1/3 - -

-

2/2 -

2/2 - -

0/2 - -

-

13/13 - - - -

7/13 10/11 10/12

* Being appointed by the AGM No. 1/2007 on April 23, 2007 as the Director and Chairman of the Board. • Mr. Vasant Chatikavanij resigned from the directorship with effective date of December 26, 2007.

CS LOXINFO 30

2. Monetary Remuneration for the Executives • Total monetary remuneration for the Executives, for the period ended December 31, 2007 comprised of salary, bonus, provident fund, and other fringe benefits was Baht 20,821,950 (excluded the Executive Chairman who receives remuneration from Shin Satellite Plc., the indirect shareholder of the Company). 3. Other Remunerations 3.1 Other Remuneration for the Board members Apart from the monetary remuneration for the independent directors and external directors, the Company provided non-monetary remuneration to the Chairman of the Board, who is an independent director, in form of fringe benefit of car and fuel.

7. Directors and Managements Remuneration On every February, the RC considers, analyzes, and recommends remuneration of the directors to the Board for further recommending to the shareholders for approval. The RC also approves the remuneration calculation scheme of the management. The remuneration of the directors and the management shall get along well with their duties and responsibilities, be comparable to the industry standard, and attractive enough to retain the qualified directors and management. The Company has policy to remunerate only to the independent directors and external directors. The executive directors do not receive remuneration as a director. The remuneration for each management will link with the operating performance of the Company and his/her working performance. The warrants for purchasing the Company’s common shares are also offered to the management and employees under the Employee Stock Option Program (ESOP) to attract and retain them with the Company. In year 2007, the Company paid following remuneration. 1. Monetary Remuneration for the Board • Total monetary remuneration for the Board, only independent directors or non-executive directors, for the period as at December 31, 2007 comprised of director monthly compensation, annual remuneration and meeting fees totaling Baht 3,707,696 for five directors. The details of which are as follow:- (Executive directors did not receive remuneration as directors.)

Name PositionRemuneration

for2007*(MillionBaht)

1.037

0.820 0.675 0.675 0.500

* Director monthly compensation and meeting fees for the period of January to December 2007, and accrued annual remuneration which would be paid in February 2008.

1. Prof. Wongkulpat Snidvongs na Ayudyha, M.D. 2. Mr. Prathueng Srirodbang 3. Mr. Gan Hui Beng 4. Dr. Sillapaporn Srijunpetch 5. Mr. Viroj Tocharoenvanith

Independent Director and Chairman of the Board Independent Director and Chairman of the AC Independent Director and Member of the AC Independent Director and Member of the AC Director and representative of CAT Telecom Plc.

CS LOXINFO 31

3,096,300 2,213,700 ** 8,354,300 8,354,400 8,559,100

Bt 0

Not more than 5 years from the Issuance and Subscription Date

1 unit of warrant per 1.24101 1 unit of warrant per 1.21856

1 unit of warrant per 1.4758

1 unit of warrant per 1

14-May-04 16-May-05 31-May-05 31-May-06 30-May-07

* The Company has adjusted the warrant right, as a result of 2006 dividend payment at a rate of more than 50% of net income after corporate income tax under the conditions specified in the prospectus. The latest right adjustment on both the exercise ratio and exercise price was on March 28, 2007. ** At Extraordinary General Shareholders Meeting No. 2/2004, held on June 14, 2004, the shareholders approved the issuing and offering of 2,885,900 units of warrants for ESOP Grant 2. However, the Company could only allocate 2,213,700 units and the remaining warrants expired without being allocated to other programs.

No. of Warrant allocated (Units)

% of No. of

Warrant issued


% of No. of

Warrant issued


% of No. of

Warrant issued


% of No. of

Warrant issued


% of No. of

Warrant issued

3.2 Employee Stock Option Program (ESOP) The Company plans to issue and offer warrants to purchase the Company’s ordinary shares to the directors and employees to motivate and reward their past performances which should thereby benefit the Company in the long run. Under a continuous program, the Company will issue and offer such warrants continually for five-year period subject to shareholders’ approval in each year. At the end of 2007, the Company has issued and offered five programs. The details of which are as follow:-

Descriptions Program1 Program2 Program3 Program4 Program5

Offering Size

Offering Price

Warrant Term

Exercise Ratio*

Exercise Price* (Baht per share)

Issuance and Subscription Date

The director and management of the Company and its subsidiaries receiving of the warrants

7.252 7.487 5.686 3.120 3.580

1. Mr. Anant Kaewruamvongs

2. Dr. Somchai Kittichaikoolkit

3. Mr. Anuwat Sanguansappayakorn

4. Mrs. Aksara Assavapokee

5. Mr. Somchai Sinjananurux

6. Mr. Surachart Kukasamerat

7. Mr. Charles Han

8. Mr. Pote Punsiripote

1,000,000

550,000

-

174,200

-

-

-

-

704,600

202,000

162,200

426,400

-

-

-

-

32.30

17.76

-

5.63

-

-

-

-

24.4

7

5.62

14.78

-

-

-

-

966,400

250,000

350,000

572,700

771,700

753,300

-

-

11.29

2.92

4.09

6.69

9.02

8.80

-

-

1,002,500

417,700

417,700

501,300

835,400

853,400

459,500

-

12

5

5

6

10

10

5.5

-

2,690,100

540,000

917,400

1,186,500

-

-

-

715,900

32.20

6.46

10.98

14.20

-

-

-

8.57

Descriptions Program1 Program2 Program3 Program4 Program5

CS LOXINFO 32

8. Succession Plan CG policy of the Company specified that there should be a succession plan for the position of Chairman of the EXCOM and senior management to build up a confidence among shareholders and staff that the operations of the Company will not be interrupted. The NC was assigned in determining the criteria and the succession plan.

9. The Meeting of Non-executive Directors (NED) CG policy of the Company also specified that there should be the meeting of the NED without the presence of executive directors from time to time as appropriate, in order to be an opportunity for the NED to discuss any subjects of interest related to the business operations of the Company. The conclusions made at each meeting shall also be reported to the Board and the Chief Executive Officer. On Nov 14, 2007, the NED, consisted of 4 independent directors and 1 external director met as the first NED meeting of the Company. The Chairman of the Board presided over the meeting. The major matters agreed and presented to the Board Meeting No. 9/2007 on November 14, 2007 were the plan that the Company may establish a CG Committee, and the importance of having a continuous adequate level of internal control system and internal auditing under the concept of COSO standard. COSO stands for The Committee of Sponsoring Organizations of the Treadway Commission, the US commission concerning the studying and analysis of fraudulent financial reportings and developing recommendations for public companies and their independent auditors, for the US SEC and other regulators, and for educational institutions.

10. The Performance Assessment of the Board of Directors In the Board Meeting No. 3/2008 on March 19, 2008 the Board has conducted self-assessment for the year 2007 as a group, to assess the effectiveness and efficiency of the Board performance. In overall, the Board was satisfied with the aggregated diversified knowledge and experiences of the Board members, as well as the openness and teamwork environment of the Board. However, Board members also recommended more information to be provided in prior to the meeting, e.g., background information about business plan, working reports from the sub-committees, etc.

Chapter2:Shareholders’RightsandEquitableTreatmentandRolesoftheStakeholders

1. Shareholders’ Rights and equitable treatment

The Board respects the shareholders rights and has duty in protection of the benefit of every shareholder equitably, in regardless of type of shareholders, i.e., retail, foreign, institutional, or wholesale investor. Every shareholder shall have below rights and equitability. • Right in receiving shares certificate, shares transferring, acknowledging the information about operating performance and business policy, regularly and timely. • Right in receiving profit sharing, equitably. • Right in attending the shareholders meeting, expressing opinion, giving recommendation, and being involved in decision making in significant changes. • Right in appointing the directors.

CS LOXINFO 33

2. Shareholders’ Meeting The Company has policy to conduct the shareholders’ meeting to be in compliance with the law, the Articles of Association and the guideline stipulated by the regulatory bodies. In year 2007, there was one shareholders’ meetings, an Annual General Meeting (AGM). We regard the convenience of the shareholders in attending the meeting as the major factor in organizing each meeting. We used the Auditorium, at 9th Floor of Shinawatra Tower III on Vibhavadi Rangsit Road, Bangkok, which can serve up to 300 attendees. In the Shareholders’ meeting, every shareholder has rights and equitable treatment in acknowledging information by receiving of the notice to the meeting and meeting document by 14 days in prior to the meeting. The document normally contains necessary information, opinion of the Board, background or rationale information for each agenda which deem useful for the consideration of the shareholders. In the notice to the meeting, we always notify the document requiring for meeting registration, as well as proxy form and instruction together with name list and profile of at least one independent director to be the agent for the shareholders who cannot attend the meeting. All such the notice and meeting document will always be published in the Company’s website for not less than 14 days, and in newspaper for 3 consecutive days in prior to the meeting. The minutes of the meeting shall also be published in the website for the shareholders’ access by 14 days after the meeting date. In meeting registration, we use the advanced and reliable registration system to facilitate the shareholders and quick votes counting. The registration process will also be prepared to be ready at least two hours before beginning of the meeting. In 2007 AGM, the Chairman of the Board and the directors have attended the meetings, with the details on page 29, to answer inquiries might arise. Before beginning of the meeting, the Chairman of the Meetings explained the voting method for common understanding of the shareholders. The voting results were recorded in the registration system. We also followed the Article of Associations of the Company by using one share one vote basis for all agendas. When the Chairman conducted the meetings by agenda, he encouraged the shareholders to express opinion and inquire the meeting with sufficient timeframe. When there was no more query in an agenda, the voting results, which the shareholders had voted during the registration process, would be announced. There was also no case that various unrelated matters were gathered for approval in one agenda item. 3. Role of the Stakeholders The Company is aware of the rights of stakeholders and has policy to ensure the importance of the rights by the appropriate prioritization of all stakeholders, which are shareholders, employees, executives, customers, partners, creditors, society, and the public. Cooperation between stakeholders shall be made according to their roles and responsibilities so that the Company can run smoothly and strongly to fairly benefit all groups of stakeholders as follow:-

Shareholders : We strive to be a good representative of shareholders in carrying out business to maximize shareholders satisfaction with regards to the sustainable growth of the value of the Company in the long run, good and continual return, and the transparent and reliable information disclosure to the shareholders. Employees : We concentrate on the employees, the most valuable resource and the critical factor to the corporate success. Therefore, we attempt developing them for their continual growth, for building up skills, knowledge, and corporate culture, for their own benefit in a good working environment. We provide them the trainings both by their own

CS LOXINFO 34

interest for their professional development (Individual Development Plan), and by the value that we would like to cultivate them. We pay attention to the staff employment, appointment, transfer, on ethical basis. We stand on the compliance with the labor law or higher standard. We are also responsible to make a safety working environment. Customers :We strive to make our customers confident and satisfy with the top quality services with continual improvement at appropriate charges. We provide them the undistorted service information, keep good relationship, and do not disclose their information without prior permission except for the information shall be disclosed to the public by law. Partners : We are aware of the importance of partners and regard them as a critical factor in mutual building up of value to the customers. Therefore, we make relationship with groups of partner equitably for mutual business interest with no breaching of reputation, or law. Creditors : We pay attention to the importance of the creditors and strive to keep good relationship with them on the best interest of the Company. We also hold to the contract conditions committed with the creditors. Competitors :We are aware of the benefits from competition toward business management and continual service quality improvement for the good sake of customers. Therefore, we have policy to support and promote for the free and fair trade, and have no policy to compete by means of having their information illegally and immorally. Society :We, a Thai company, are aware of and realize in the country, public, and society that we should also be responsible and support for the activities, especially, to the children and people in remote area. These days, they need to access to technology more than in the past. So, we try to provide knowledge along with technology by avoiding the information may be harmful to the society.

Chapter3:InformationDisclosureandTransparency The Company values the transparency and sufficient information disclosure by determines as a role and responsibility of the Board in disclosing accurate, complete, thorough, and timely financial, operational, and other relevant information for the shareholders and stakeholders to have equal information. The disclosure shall be made through the communication channels of the SET, SEC, and Company website atwww.csloxinfo.comand the Group website at www.shincorp.com

Investor Relations We have established the Investor Relations Unit as the representative in communicating useful news and information to the shareholders, investors, securities analysts, and other relevant parties. In 2007, we met institutional investors and retail investors for 11 times to promote good understanding to the current situation and the transparency of the disclosed information, as well as to allow them inquire the matters may be questionable. The interested person can contact for more information at Tel. 0 2263 8000 ext 5184, or at email address: [email protected]. Apart from the disclosure responsibility on financial information and quarterly and yearly operating performance, which is required by laws, we also arrange press conference immediately on the next working day

CS LOXINFO 35

after we disclose the above mentioned information to the SET. This is for the information to reach investors, interested people, and the public timely and thoroughly. Moreover, we arranged additional briefing of quarterly and yearly operating performance to the investors, analysts, and interested people as below details:- • 1Q2007 Quarterly Briefing on May 16, 2007 • 2Q2007 Quarterly Briefing on August 16, 2007 • 3Q2007 Quarterly Briefing on November 19, 2007 • 2007 Annual Briefing on February 26, 2008

Chapter4:InternalControlandRiskManagement

1. Internal Control The Board is responsible for the Company’s system of internal control to safeguard shareholders’ investment and the Company’s assets. Internal control facilitates the effectiveness and efficiency of operations, helps ensure the reliability of internal and external reporting, assist compliance with laws and regulations, and strengthens overall risk management of the environment within which the business operates. To this end, the Board has empowered the Audit Committee, as part of its charter, to monitor the working of the internal control system within the Company and report its findings to the Board on a regular basis. The Audit Committee is assisted by the external and internal auditors in its review and supervision of internal control operations within the Company. Both the external and internal auditors are independent of Management. The Internal Audit Office of the Company reports functionally and directly to the Audit Committee. The annual work plan of the Internal Audit Office forms the basis upon which the systems within the Company relating to internal control, risk management and corporate governance are reviewed and reported to the Audit Committee and Board of Directors. On an annual basis, the Audit Committee evaluates the adequacy and efficient operation of the internal control system of the Company by reference to the following five factors:- 1. Organization control and environment 2. Risk management 3. Management control activities 4. Information and communication 5. System monitoring The findings of this evaluation are then reported to the Board. In the Board Meeting No. 2/2008, on February 20, 2008, based on the report of the Audit Committee, the Board concluded that the Company had adequate internal control and risk management system that was operating effectively. 2. Management Supervision The Board sets the business direction and objectives of the Company, and approves the business plan developed by the Management to fulfill the goals of the Company. Management performance is reviewed on an ongoing basis through achievements of the business plan and budget, and other financial and operational reports submitted to the Board. Management performance is evaluated annually in the determination of compensation rewards.

CS LOXINFO 36

3. Risk Management The Company has a policy to manage all risks which may have an impact on the Company, to ensure that the Company operates within an appropriate and acceptable risk level. The Chairman of the EXCOM has appointed a Risk Management Committee (RMC), comprising of the MD as the Chairman, and the heads of major departments as the committee members. The Office of Internal Audit acts as the secretary to the committee to ensure risks are properly assessed and the appropriate measures are taken to manage them. The RMC determines the risk level of each risk factor identified and monitors the high risk areas closely. The RMC also monitors market trends to identify market related risks that need to be addressed. Previously, the Office of Internal Audit updated the AC the risk management on a quarterly basis and the Board on an annual basis, including proposals to revise the Risk Management Policy. In the Board meeting No. 3/2008 on March 19, 2008 the Board approved increasing number of reporting of risk management effectiveness to the Board from annually to quarterly.

Chapter5:CodeofConduct The Company agreed having corporate Code of Conduct as a part of the CG policy to be the guideline and good practice for the directors, management, and staff to hold and strictly practice the established Code of Conduct. The Code of Conduct covers the following major topics. 1. Business Competition The Company has a policy of free and fair competition, not bind the distributors to solely sell the products of the Company. The Company shall not acquire information on its competitors by any illegal or unethical methods.

2. Conflicts of interest In the case that the directors, management, and staff face the situation that their personal interests may conflict with the interest of the Company, the Code of Conduct discusses below major issues for being the guideline for consideration. • The prohibition of personally receiving and offering of money or other benefit to the customer, partner, and anybody they are dealing with on behalf of the Company. Receiving of gifts or business entertainment should be avoided where the value of gifts or nature of the entertainment deem inappropriate or far greater than for normal business relationship. • The directors, management, and staff members at all levels shall not engage in any other business that affects their performance, duties and working hours in the Company. A director or an executive, under the definition of the SEC, shall report his(her) business involvement with the Company to his(her) direct supervisor, whether it is his(her) direct business, his(her) family, or other legal entity, by using the specific Company’s form, as soon as his(her) firstly joining with the Company, immediately after entering into such business, and on a yearly basis. The completed form shall be secured at an appropriate Department. Every member of the Company is prohibited from participating in any other business which is in competition with the companies in the Group, regardless of whether the management or the staff directly or indirectly benefit from that business.

CS LOXINFO 37

• The holding of director position in a company outside the Group shall not infringe on relevant laws and regulations. Approval by the authorized person shall be obtained in advance, except for being a director in a non profit organization. • The directors, executives, and staff can participate in political activities under the terms of the Constitution of Thailand. However, they could not claim the status of being a Company employee for the purpose of political activities, or to mislead that the Company is support or in favour of a political party. The Company has the policy of politics neutrality. The directors, executives and staff shall resign if they would like to accept a political related position, or stands for both regional and national election. • In the case of connected or related parties transactions within the Group, the rules and procedures of granting approval shall be conformed by upholding the best interests of the Company as if dealing with outside parties (on arms’ length basis). In case of a large scale transaction that the approval authorized person is the director or Managing Director, the guideline regarding approval making is available in clause no. 4 and 5 of chapter 1. For the smaller scale of transactions, the Office of Internal Audit will regularly review for the appropriateness of the price and conditions of the transactions. Overall connected and related parties transactions will also be reported by company and type of the transactions to the AC on quarterly basis, for their consideration that the transactions are of normal business transactions similar to those transacted with external parties. We also pay strong attention to the process of entering into the connected or related parties transactions and the information disclosure according to the relevant rules and regulations of the SET and Thai accounting standard because it is the matter should be easily sensitive to the shareholders especially the minority ones.

3. Use of inside information, trading of the Group’s securities, and distribution of information or interview to the press or the public The corporate Code of Conduct specified that the directors, management, and staff, at all levels, shall not use significant inside information of the Group, and has not yet been disclosed to the public, for their own or others’ interests. Although investment and trading in the Group’s securities is the individual’s right and freedom, the Code of Conduct requires the directors, management, and staff to avoid or suspend trading of the Group’s securities for a period of one month in prior to the disclosure of all financial statements to the public, in order to prevent the conflict of interest. In addition, for compliance with the clause No. 59 of the Securities and Exchange Act, B.E. 2535, the Company requires the directors and management, including their spouse and minor child to report the securities holding and changes by the form and on the time specified by the regulation. Reporting to the Board for acknowledgement was also made on quarterly basis. The distribution of any information relating to the Company shall be made only by the person having direct responsibility, or being specifically assigned, on the basis of fact, correctness, and prudence.

CS LOXINFO 38

DirectorsandManagementTeam

Prof. Wongkulpat Snidvongs na Ayudyha, M.D.

Age 67Title Independent Director and Chairman of the Board Shareholding* NoneRelationship with Management NoneHighest Education Doctorate Degree FRCOG:D.Obst.RCOG (UK):MB.BS (London) MRCS.LRCP(England)Governance Training of IOD DCP: Directors Certification Program Class 89/2007 Experience Present Consultant Obstetrician and Gynecologist in private practice Honorary Consul of Republic of Lithuania in Thailand Committee Member, Development Cooperation Foundation 2007 - Present Independent Director and Chairman of the Board, CS LoxInfo Plc. 1997 - Present Member of the Council, Thai Red Cross 1994 - Present Member of Red Cross Properties Management Committee 1992 - 2000 Director of Central Bureau, Thai Red Cross 1991 - 1997 Professor in Obstetrics and Gynecology 1972 - 1991 Lecturer, Assistant Professor and Associate Professor at Department of Ob. Gyn. Faculty of Medicine, Chulalongkorn UniversityIllegal Record in past 10 years None

Mr. Prathueng Srirodbang

Age 69Title Independent Director and Chairman of the Audit Committee Shareholding* NoneRelationship with Management NoneHighest Education Mini MBA, Thammasat University Barrister-at-law The Thai Bar Bachelor Degree in Laws, Thammasat UniversityGovernance Training of IOD DAP: Directors Accreditation Program Class 11/2004Experience 2003 - Present Independent Director and Chairman of the Audit Committee, CS LoxInfo Plc. 1998 - Present Director, National Insurance Co., Ltd. 1999 - 2002 Chairman of the Audit Committee, Chumporn Palm Oil Industry Plc. 1994 - 1998 Deputy Permanent Secretary, Ministry of CommerceIllegal Record in past 10 years None

Mr. Gan Hui Beng

Age 57Title Independent Director and Member of the Audit CommitteeShareholding* NoneRelationship with Management NoneHighest Education Bachelor Degree in Economics, University of Wales Institute of Science and Technology, U.K.Governance Training of IOD DCP: Directors Certification Program Class 47/2004Experience 2003 - Present Independent Director and Member of the Audit Committee, CS LoxInfo Plc. 2006 - 2006 Deputy President Director, Bank Buana Indonesia 2000 - 2005 Managing Director and Chief Executive Officer, UOB Radanasin Bank Plc. 1987 - 1999 Vice President, Citibank N.A.Illegal Record in past 10 years None

*IncludesholdingsbyspouseandminorchildrenasofDecember31, 2007.

CS LOXINFO 39

Dr. Sillapaporn Srijunpetch

Age 44Title Independent Director and Member of the Audit Committee Shareholding* NoneRelationship with Management NoneHighest Education Doctorate Degree in Accounting, Manchester Business School, University of Manchester, EnglandGovernance Training of IOD DAP: Directors Accreditation Program Class 51/2006Experience 2005 - Present Independent Director and Member of the Audit Committee, CS LoxInfo Plc. 1997 - Present Lecturer of Master of Accounting Profession, Faculty of Commerce and Accountancy, Thammasat University 2004 - 2006 Director of Master of Accounting Profession, Faculty of Commerce and Accountancy, Thammasat University 1995 - 1997 Director and Group Financial Controller, Jardine Matheson (Thailand) Limited 1986 - 1995 Senior Manager, PriceWaterhouseCoopers ABAS LimitedIllegal Record in past 10 years None

Mr. Viroj Tocharoenvanith Age 43Title Director Shareholding* NoneRelationship with Management NoneHighest Education Master Degree in Computer Engineering, Asian Institute of TechnologyGovernance Training of IOD ACP: Audit Committee Program Class 13/2006 DCP: Directors Certification Program Class 59/2005 FN: Finance for Non-Finance Director Class 18/2005Experience 2006 - Present Director, C&C International Venture Co., Ltd. Executive Vice President, CAT Telecom Plc. 2005 - Present Director, Thai - Amadeus South East Asia Co., Ltd. 2004 - Present Director, CS LoxInfo Plc. 2004 - 2006 Vice President (Class 10), Other Business Partners Department, CAT Telecom Plc. 1999 - 2004 Director (Class 9), Telecom Business Development Department, CAT Telecom Plc. 1996 - 1998 Senior Manager (Class 8), The Communications Authority of Thailand 1985 - 1996 Engineer (Class 3), The Communications Authority of ThailandIllegal Record in past 10 years None



CS LOXINFO 40

Mr. Mark Chong Chin Kok

Age 44Title Director and Member of the Executive CommitteeShareholding* NoneRelationship with Management NoneHighest Education Master Degree in Business Administration, National University of Singapore Master Degree in Research in Electronics System, ENSERG, INPG, Grenoble FranceGovernance Training of IOD DAP : Directors Accreditation Program Class 57/2006Experience 2008 - Present Executive Vice President (Networks), Singapore Telecommunications Ltd. 2003 - Present Director and Member of the Executive Committee, CS LoxInfo Plc. 2006 - 2007 Vice President (Global Accounts), Singapore Telecommunications Ltd. 2001 - 2006 Chief Executive Officer, SingTel Global Office, Singapore Telecommunication Ltd. 1999 - 2001 Managing Director, Shinwatra Paging / Advanced Paging 1997 - 1999 General Manager (Paging) / GM (Technology), Singapore Telecommunication Ltd. 1994 - 1997 Director (Sea, Air & Communications) Ministry of Communications 1990 - 1994 Head of Department, Ministry of DefenceIllegal Record in past 10 years None

Dr. Dumrong Kasemset

Age 53Title Director and Chairman of the Executive Committee Shareholding* NoneRelationship with Management NoneHighest Education Doctorate Degree in Electrical Engineering, Massachusetts Institute of Technology, USAGovernance Training of IOD DAP: Directors Accreditation Program Class 2/2003Experience 2004 - Present Director and Chairman of the Executive Committee, CS LoxInfo Plc. 2000 - Present Member of the Executive Committee, Advanced Info Service Plc. Member of the Executive Committee, Shin Corporation Plc. 1999 - Present Director and Member of the Executive Committee, Shin Satellite Plc. 1997 - Present Chairman of the Executive Committee, Satellite and International Business, Shin Corporation Plc. 2004 - 2007 Director and Member of the Executive Committee, ITV Plc. 1994 - 2000 President, Shinawatra Satellite Plc. 1995 - 1997 Vice Chairman of the Executive Committee, Policy, Shinawatra Group 1993 - 1994 Executive Vice President, IBC Cable TV 1991 - 1992 Group General Manager, IBC Cable TV Senior Manager - Business Development, Shinawatra Group 1989 - 1991 Program Manager Integrated Optoelectronics, GE Aerospace, New York, USA 1986 - 1989 Manager, Ga As IC Materials, Microwave Semiconductor Co., Ltd., Siemens Group, New Jersey, USAIllegal Record in past 10 years None


CS LOXINFO 41

Mr. Yongsit Rojsrivichaikul

Age 43Title Director and Member of the Executive Committee Shareholding* NoneRelationship with Management NoneHighest Education Master Degree in Business Administration, California State University, USAGovernance Training of IOD DCP : Directors Certification Program Class 89/2007Experience 2007 - Present Director and Member of the Executive Committee, CS LoxInfo Plc. 2004 - Present Executive Vice President - Marketing & Sales, Shin Satellite Plc. 1991 - 2004 Vice President - Marketing, Shin Satellite Plc. Vice President - Marketing & Sales, Shin Satellite Plc. Vice President - International Sales, Shin Satellite Plc. Assistant Vice President - Marketing and Sales, Shin Satellite Plc. Assistant Vice President - International Sales, Shin Satellite Plc. Marketing and Sales - Manager, Shin Satellite Plc. Business Development - Manager, Shin Satellite Plc.Illegal Record in past 10 years None

Mr. Tanadit Charoenchan

Age 40Title Director and Member of the Executive Committee Shareholding* NoneRelationship with Management NoneHighest Education Master Degree in Business Administration, Sloan School of Management, Massachusetts Institute of Technology, USA Master Degree in Science (Computer), Chulalongkorn UniversityGovernance Training of IOD DAP: Directors Accreditation Program Class 66/2007Experience Feb 2008 - Present Executive Vice President - Finance and Accounting, Shin Satellite Plc. 2007 - Present Director and Member of the Executive Committee, CS LoxInfo Plc. 2004 - Jan 2008 Acting General Manager, Shin Broadband Internet (Thailand) Co., Ltd. 2002 - Jan 2008 Vice President - Finance and Accounting, Shin Satellite Plc. 2000 - 2001 Assistant Vice President - Finance and Accounting, Shin Satellite Plc. 1995 - 1999 Department Manager- Finance and Accounting, Shin Satellite Plc. 1992 - 1995 Accounting Manager, IBC Plc. 1989 - 1992 Senior Auditor, SGV Na-Thalang & Co., Ltd.Illegal Record in past 10 years None Mr. Anant Kaewruamvongs

Age 46Title Managing Director Shareholding* 0.045%Relationship with Management NoneHighest Education Master Degree in Management, SASIN Graduate Institute of Business Administration of Chulalongkorn UniversityGovernance Training of IOD DCP: Directors Certification Program Class 66/2005 DAP: Directors Accreditation Program Class 45/2005Experience 2005 - Present Managing Director, CS LoxInfo Plc. Feb 2007-Mar 2007 Director and Member of the Executive Committee, CS LoxInfo Plc. 1999 - 2005 Deputy Manager, CS LoxInfo Plc. 1997 - 1999 General Manager, CS Satellite Phone Co., Ltd. 1995 - 1997 General Manager, Lao Telecommunications Co., Ltd. 1993 - 1995 Business Development Manager, Internation Broadcasting CorporationIllegal Record in past 10 years None


CS LOXINFO 42

Mr. Anuwat Sanguansappayakorn

Age 42Title Chief Finance Officer Shareholding* NoneRelationship with Management NoneHighest Education Master Degree in Accounting, Chulalongkorn UniversityGovernance Training of IOD DCP: Directors Certification Program Class 88/2007Experience 1998 - Present Chief Finance Officer, CS LoxInfo Plc. 1997 - 1997 Planing Manager, Thai Capital Final Finance & Securities Co., Ltd. 1996 - 1997 Manager, Krung Thai Finance & Securities Co., Ltd. 1994 - 1996 Accounting Manager, Multi Credit Corporation of Thai 1988 - 1993 Senior Auditor, Deloitte Touch Thomatsu JaiyosIllegal Record in past 10 years None

Mrs. Aksara Assavapokee

Age 58Title Senior Director - Finance & Accounting Shareholding* NoneRelationship with Management NoneHighest Education Bachelor Degree in Accounting, Chiangmai UniversityGovernance Training of IOD NoneExperience 2001 - Present Senior Director - Finance & Accounting, CS LoxInfo Plc. 1998 - Present Director, T.A.S. Co., Ltd. 1998 - 2000 Manager, A.C.N. Center Co., Ltd. 1995 - 1997 Manager, T.A.S. Co., Ltd. 1981 - 1994 Accounting Manager, Kodak (Thailand) Co., Ltd. 1973 - 1980 Auditor, Cooper & Lybun Co., Ltd.Illegal Record in past 10 years None

Dr. Somchai Kittichaikoolkit

Age 41 Title Director - Marketing Shareholding* NoneRelationship with Management NoneHighest Education Doctorate Degree in Electronic Engineering, Tohoku University, JapanGovernance Training of IOD NoneExperience 1999 - Present Director - Marketing, CS LoxInfo Plc. 1997 - 1998 IT Specialist, Shinawatra Information Technology Co., Ltd. 1994 - 1996 Marketing Manager, Shinawatra Computer and Communications Co., Ltd.Illegal Record in past 10 years None


CS LOXINFO 43

Mr. Pinyo Po-ngern Age 42Title Director -Information System Shareholding* 0.001%Relationship with Management NoneHighest Education Master of Science (Applied Statistics and Information Technology), National Institute of Development AdministrationGovernance Training of IOD NoneExperience 2006 - Present Director - Information System, CS LoxInfo Plc. 2004 - 2006 Assistant Director - Information System, CS LoxInfo Plc. 2000 - 2004 Assistant vice President- Software System, Loxley Information Services Co., Ltd. 1997 - 2000 IT Manager, Mahaphant Fibre - Cement Plc. 1992 - 1997 Assistant Managing Director, Data Products Systems Co., Ltd.Illegal Record in past 10 years None

Mr. Pote Punsiripote

Age 45Title Director - Sales Shareholding* NoneRelationship with Management NoneHighest Education Master Degree in Business Administration (Marketing), Cleveland State University, USAGovernance Training of IOD NoneExperience 2006 - Present Director - Sales, CS LoxInfo Plc. 2005 - 2006 Sales Director, Asiasoft Corporation Co., Ltd. 2004 - 2005 Sales Promotion Manager, Niyompanit Co., Ltd. (Chiang Mai) 2003 - 2004 Bangkok Sales Manager, Whirlpool (Thailand) Co., Ltd. Product Manager, Whirlpool (Thailand) Co., Ltd.Illegal Record in past 10 years None

Mrs. Suwanund Jatesawangsri

Age 42Title Director - Customer Support Shareholding* 0.005%Relationship with Management NoneHighest Education Master Degree in Business Administration, University of the Thai Chamber of CommerceGovernance Training of IOD NoneExperience 2006 - Present Director-Customer Support, CS LoxInfo Plc. 2003 - 2006 Assistant Director- Sales, CS LoxInfo Plc. 1996 - Present Assistant Director - Sales, Loxley Information Services Co., Ltd.Illegal Record in past 10 years None


CS LOXINFO 44

Mr. Kiat Intarasuriyawong

Age 37Title Director - Technical and Operations Shareholding* 0.003%Relationship with Management NoneHighest Education Bachelor Degree in Electronic Engineering, King Mongkut’s Institute of Technology Ladkrabang Governance Training of IOD NoneExperience 2007 - Present Director - Technical and Operation, CS LoxInfo Plc. 2003 - 2007 Acting Director - Technical and Operation, CS LoxInfo Plc. 1992 - 2003 Assistant Vice President, Loxley Information and Services Co., Ltd. 1991 - 1992 Computer Engineer, Linestel Co., Ltd. 1990 - 1991 Computer Engineer, Thai Technologies and Computer Co., Ltd.Illegal Record in past 10 years None

Mrs. Suwanna Janesawatpong

Age 39Title Director-Internal Audit Shareholding* NoneRelationship with Management NoneHighest Education Master Degree, Master of Business Administration (Finance), Chulalongkorn University Governance Training of IOD NoneExperience 2003 - Present Head of Internal Audit, CS LoxInfo Plc. 2001 - 2003 Internal Audit Specialist, Shin Satellite Plc. 1997 - 2001 Internal Audit, Securicor (Thailand) Ltd. 1994 - 1997 Treasury Manager, Metropolis Trust and Securities Plc. 1990 - 1992 Senior Marketing Officer, Nation Multimedia Plc.Illegal Record in past 10 years None

Mr. Kamonmit Vudhijumnonk

Age 56Title Secretary to the Board of DirectorsShareholding* NoneRelationship with Management NoneHighest Education Master Degree in Laws (LL.M), University of London Master Degree in Laws (LL.M), Magna Cum Laude, University of BrusselsGovernance Training of IOD NoneExperience 2004 - Present Secretary to the Board of Directors, CS LoxInfo Plc. 2002 - Present Vice President - Legal, Shin Satellite Plc. 1999 - 2001 Assistant Vice President - Legal, Shin Satellite Plc. 1995 - 1998 Assistant Vice President - Legal, Shinawatra Computer & Communication Plc. 1994 - 1995 Lawyer, Couderts Brothers, Bangkok Office 1993 - 1994 Lawyer, Baker & McKenzie, Bangkok Office 1978 - 1993 Legal Officer, Office of the Juridical Council Association (Office of the Council of State)Illegal Record in past 10 years None


CS LOXINFO 45

Name

ADVenture

Co.,Ltd.

- - - - - - - - -

LoxleyInformation

ServicesCo.,Ltd.

Teleinfo

MediaPlc.

CSLoxInfo

Plc.Position

Prof. Wongkulpat Snidvongs na Ayudyha, M.D.* Dr. Dumrong Kasemset Mr. Pratheung Srirodbang Mr. Gan Hui Beng Dr. Sillapaporn Srijunpetch Mr. Viroj Tocharoenvanith Mr. Mark Chong Chin Kok Mr. Yongsit Rojsrivichaikul Mr. Tanadit Charoenchan

Chairman of the Board of Directors Director Chairman of the Audit Committee Member of the Audit Committee Member of the Audit Committee Director Director Director Director

2007 2006

- - - - - - - - -

2007 2006 2007 2006 2007 2006

- 1 - - - - 1 - 1

- 1 - - - - - - 1

- - - - - - - - -

- - - - - - - - -

- - - - - - - - -

- - - - - - - - -

Name

Watta

Classifieds

Co.,Ltd.

- - - - - - - - -

SodamagCorp

Co.,Ltd.

HunsaDotCom

Co.,Ltd.

Shineedotcom

Co.,Ltd.Position

Prof. Wongkulpat Snidvongs na Ayudyha, M.D.* Dr. Dumrong Kasemset Mr. Pratheung Srirodbang Mr. Gan Hui Beng Dr. Sillapaporn Srijunpetch Mr. Viroj Tocharoenvanith Mr. Mark Chong Chin Kok Mr. Yongsit Rojsrivichaikul Mr. Tanadit Charoenchan

Chairman of the Board of Directors Director Chairman of the Audit Committee Member of the Audit Committee Member of the Audit Committee Director Director Director Director

- - - - - - - - -

- - - - - - - - -

- - - - - - - - -

- - - - - - - - -

- - - - - - - - -

- - - - - - - - -

- - - - - - - - -

OrdinaryShares

2007 2006 2007 2006 2007 2006 2007 2006

OrdinaryShares

OrdinaryShares

OrdinaryShares

OrdinaryShares

OrdinaryShares

OrdinaryShares

OrdinaryShares

As at December 31, 2007, the number of ordinary shares includes holding by spouse and children age under 20. * Being appointed by the AGM No.1/2007 on April 23, 2007 as the Director and Chairman of the Board.

Directors’ShareholdingintheCompanyanditsSubsidiariesoftheYear2007

CS LOXINFO 46

Wherever you go... fill your calls with pleasure.

CS LOXINFO 47

InternationalRoaming

CS LOXINFO 48

Shin Corporation Plc.1), 2)

Advanced Info Service Plc. 2)

42.71%

Digital Phone Co., Ltd. 98.55%

Advanced Contact Center Co., Ltd. 99.99%

Shin Satellite Plc. 2)

41.28%

Shin Broadband Internet (Thailandv) Co., Ltd.

99.99%

CS LoxInfo Plc. 2)

39.89%

Teleinfo Media Plc. 99.99%

Loxley Information Services Co., Ltd.

99.86%

AD Venture Co., Ltd. 1)

99.99%

Shineedotcom Co., Ltd. 99.99%

Hunsa Dot Com Co., Ltd. 99.99%

Sodamag Corp Co., Ltd. 99.99%

Watta Classifieds Co., Ltd. 60.00%

NTU (Thailand) Co., Ltd. 71.85%

Shenington Investments Pte Ltd. 1)

51.00%

Cambodia Shinawatra Co., Ltd. 100%

Lao Telecommunications Co., Ltd.

49.00%

IPSTAR Co., Ltd. 99.14%

IPSTAR Australia Pty Ltd.

100%

IPSTAR New Zealand Ltd. 100%

IPSTAR DO BRASIL 3) 100%

Star Nucleus Co., Ltd. 70.00%

Spacecode LLC 70.00%

IPSTAR International Pte. Ltd.

100%

IPSTAR Global Services Ltd.

100%

Advanced MPay Co., Ltd. 99.99%

Advanced Magic Card Co., Ltd. 99.99%

Super Broadband Network Co., Ltd. 99.93%

AIN GlobalComm Co., Ltd. 99.99%

Wireless Device Supply Co., Ltd. 99.99%

Advanced Datanetwork Communications Co., Ltd.

51.00%

Data Network Solutions Co., Ltd. 49.00%

Mobile from Advance Co., Ltd. 99.99%

Advanced Wireless Network Co., Ltd. 99.93%

InvestmentStructureofShinGroup

CS LOXINFO 49

AsofFebruary4,2008

1)HoldingCompany2) ListedCompanyontheStockExchangeofThailand3) OnprocessofsetupandregistertheCompany

ITV Plc. 2)

52.92%

Artware Media Co., Ltd. 99.99%

Media Connex Co., Ltd. 60.00%

Remark • Data Line Thai Co., Ltd., which is a subsidiary of Advance Info Service PLC, registered of its cessation with the MOC on November 29, 2007, currently on process of liquidation. • Com Chat Co., Ltd., Idea Maker Co., Ltd. and Decode Co., Ltd. which are subsidiaries of Watta Classifieds Co., Ltd., registered of its cessation with the MOC on November 30, 2007, currently on process of liquidation.

Matchbox Co., Ltd. 99.96%

Payment Solution Co., Ltd. 99.99%

I.T. Applications and Services Co., Ltd. 99.99%

CS LOXINFO 50

Source: Major Shareholders as of August 24, 2007 prepared by Thailand Securities Depository Co., Ltd. The investors can find for more information in website: www.set.or.th before Annual General Shareholders Meeting for the year 2008 date.

1 SHIN BROADBAND INTERNET (THAILAND)

COMPANY LIMITED 250,099,990 39.90

2 SINGAPORE TELECOMMUNICATION LIMITED 84,057,030 13.41

3 PHATRA SECURITIES PUBLIC COMPANY LIMITED 48,561,500 7.75

4 POINT ASIA DOT COM (THAILAND) COMPANY LIMITED 29,727,710 4.74

5 THAI NVDR COMPANY LIMITED 29,465,800 4.70

6 UBS SECRITIES LLC-HFS CUSTOMER SEGREGATED

ACCOUNT 26,055,200 4.16

7 CITIGROUP GLOBAL MARKETS LIMITED-IPB

CUSTOMER COLLATERAL ACCOUNT 13,434,900 2.14

8 HSBC (SINGAPORE) NOMINEES PTE LIMITED 11,080,900 1.77

9 NORTRUST NOMINEES LIMITED 8,208,200 1.31

10 GERLACH & CO.-CHARLES SCHWAB FBO CUSTOMERS 5,426,700 0.87

Total 506,117,930 80.75

The first top 10 shareholders on the closing date of the registration book as of August 24, 2007 are as follows:-

No. Name No. of Shares Percentage of Investment

• The major shareholders whose behaviors have had a significant influence on the operational policies or management of the company. Shin Broadband Internet (Thailand) Limited held by Shin Satellite Public Company Limited in the amount of 94,728,493 shares, or 99.99 percent of the paid-up capital. At the present, Shin Corporation Public Company Limited is a major shareholder of Shin Satellite Public Company Limited. The structure of shareholding is as follows:-

ASPEN (Temasek Holdings)

41.73%

SHIN

CEDAR 54.50%

CYPRESS (Temasek Holdings)

48.99%

SIAM COMMERCIAL BANK 5.78%

KULARB KAEW 45.22%

MR. SURIN UPATKOON 68.00%

CYPRESS (Temasek Holdings)

29.90%

MR. PONG SARASIN 1.27%

MR. SUPHADEJ POONPIPAT 0.82%

The first top 10 shareholders on the closing

MajorShareholders

CS LOXINFO 51

GeneralInformation

oftheCompany

GeneralInformation

ofSubsidiaries

CS LoxInfo Public Company Limited (CSL) Nature of Business Internet data center services, Internet access and satellite uplink-downlink Service for domestic and international communications Head Office 414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400 Branch Office 971, 973 President Tower, 11th Floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok, 10330 Registration No. 0107546000377 Telephone 0 2263 8000 Fax 0 2263 8132 Website www.csloxinfo.com Registered Capital 660,849,474 shares Par Value Baht 1 Paid-up Capital Baht 626,899,344 Teleinfo Media Public Company Limited (TMC) Nature of Business Publishing telephone directories and advertising Head Office 414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400 Branch Office 1 273 Soi Sang U-thai, 50 Sukkhumvit Road, Phakhanong, Klongtoey, Bangkok Branch Office 2 25th - 28th Floor, Vanit Bldg. 2, 1126/2 New Phetchaburi Road, Makkasan, Ratchathewi, Bangkok 10400 Registration No. 0107548000609 Telephone 0 2262 8888 Fax 0 2262 8899 Website www.teleinfomedia.net Registered Capital 17,353,400 shares Par Value Baht 10 Paid-up Capital Baht 173,534,000 Percent of Investment of CSL 99.99%

GeneralInformationoftheCompanyandSubsidiaries

CS LOXINFO 52

Loxley Information Services Company Limited (LoxServe) Nature of Business Providing internet services Head Office 414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400 Branch Office 971, 973 President Tower, 12th Floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330 Registration No. 0105539021702 Telephone 0 2263 8000 Fax 0 2263 8102 Registered Capital 26,010,000 shares Par Value Baht 10 Paid-up Capital Baht 260,100,000 Percent of Investment of CSL 99.86% AD Venture Company Limited (ADV) Nature of Business ADV derives all of its profits from the operational performance of SHINEE Head Office 414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400 Branch Office Room 2101, 2104, 21st Floor, 1126/2 Vanit Bldg. 2, New Phetchaburi Road, Makkasan, Ratchathewi, Bangkok 10400 Registration No. 0105542060659 Telephone 0 2207 6800 Fax 0 2207 6899 Registered Capital 17,197,000 shares Par Value Baht 10 Paid-up Capital Baht 171,970,000 Percent of Investment of CSL 99.99%

GeneralInformation

ofSubsidiaries

CS LOXINFO 53

GeneralInformation

ofSubsidiaries

Shineedotcom Company Limited (SHINEE) Nature of Business Provider of mobile contents, community portal services, and other internet related businesses Head Office 414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400 Branch Office Room 2101, 2104, 21st Floor, 1126/2 Vanit Bldg. 2, New Phetchaburi Road, Makkasan, Ratchathewi, Bangkok 10400 Registration No. 0105542083071 Telephone 0 2207 6800 Fax 0 2207 6899 Website www.shinee.com Registered Capital 8,000,000 shares Par Value Baht 10 Paid-up Capital Baht 80,000,000 Percent of Investment of ADV 99.99% Hunsa Dot Com Company Limited (HUNSA) Nature of Business Provider of mobile contents, community portal services, and other internet related businesses Head Office 414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400 Branch Office Room 2101, 2104, 21st Floor, 1126/2 Vanit Bldg. 2, New Phetchaburi Road, Makkasan, Ratchathewi, Bangkok 10400 Registration No. 0505542003082 Telephone 0 2207 6800 Fax 0 2207 6898 Website www.hunsa.com Registered Capital 800,000 shares Par Value Baht 10 Paid-up Capital Baht 8,000,000 Percent of Investment of SHINEE 99.99%

CS LOXINFO 54

Sodamag Corp Company Limited (SODAMAG) Nature of Business Provider of mobile contents, community portal services, and other internet related businesses Head Office 414 Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400 Branch Office Room 2101, 2104, 21st Floor, 1126/2 Vanit Bldg. 2, New Phetchaburi Road, Makkasan, Ratchathewi, Bangkok 10400 Registration No. 0105542078001 Telephone 0 2207 6800 Fax 0 2207 6898 Registered Capital 2,179,219 shares Par Value Baht 5 Paid-up Capital Baht 10,896,095 Percent of Investment of SHINEE 99.99% Watta Classifieds Company Limited (WATTA) Nature of Business Provides sub-advertisement and classified services in its own publications publishes and sells various publications such as newspapers, magazines, pocket books and others. Head Office 71/30 Borommaratchachonnani Road, Arun-amarin, Bangkoknoi, Bangkok 10700 Branch Office 71/36 Borommaratchachonnani Road, Arun-amarin, Bangkoknoi, Bangkok 10700 Registration No. 0105542015891 Website www.watta.co.th Telephone 0 2422 8000 Fax 0 2422 8032 Registered Capital 200,000 shares Par Value Baht 100 Paid-up Capital Baht 20,000,000 Percent of Investment of CSL 60.00%

GeneralInformation

ofSubsidiaries

CS LOXINFO 55

Com Chat Company Limited (Com Chat) Nature of Business Conducting film and plate production Head Office 71/36 Borommaratchachonnani Road, Arun-amarin, Bangkoknoi, Bangkok 10700 Registration No. 0105544054354 Telephone 0 2422 8000 Fax 0 2422 8032 Registered Capital 10,000 shares Par Value Baht 100 Paid-up Capital Baht 1,000,000 Percent of Investment of WATTA 99.94% Note: Registration of its liquidaion with the MOC on November 30, 2007 and it is in the process of ceasing its existence. Idea Maker Company Limited (Idea Maker) Nature of Business Operating publishing business Head Office 71/30 Borommaratchachonnani Road, Arun-amarin, Bangkoknoi, Bangkok 10700 Registration No. 0105542000605 Telephone 0 2422 8000 Fax 0 2422 8032 Registered Capital 23,000 shares Par Value Baht 100 Paid-up Capital Baht 2,300,000 Percent of Investment of WATTA 99.97% Note: Registration of its liquidaion with the MOC on November 30, 2007 and it is in the process of ceasing its existence. Decode Company Limited (Decode) Nature of Business Advertising and producing premium goods Head Office 71/36 Borommaratchachonnani Road, Arun-amarin, Bangkoknoi, Bangkok 10700 Registration No. 0105548077065 Telephone 0 2422 8000 Fax 0 2422 8032 Registered Capital 10,000 shares Par Value 100 Baht Paid-up Capital Baht 1,000,000 Percent of Investment of WATTA 99.93% Note: Registration of its liquidaion with the MOC on November 30, 2007 and it is in the process of ceasing its existence.

GeneralInformation

ofSubsidiaries

CS LOXINFO 56

BusinessOverviewCSLoxInfoPublicCompanyLimited

CS LoxInfo Public Company Limited is Thailand’s leading top-quality internet service provider under the name “CS LOXINFO”. The effectiveness of the network management, together with the value added and after-sales service that can respond well to the customers’ requirements shows we are the leading top-quality internet service provider for our target customers nationwide.

ProductsandServices With continued improvement, CS LOXINFO becomes the internet service provider with the widest range of services, serving all groups of customer, employing various methods of technology. We can service both the individual and the multi-simultaneous-users, which is called corporate service, particularly for those corporations requiring internet for their businesses operations.

MajorServicesoftheCompany 1. Internet service via leased circuit (Leased Line) The service is designed for corporate customers who require the Internet for operating their businesses by using many computers at the same time, such as, orders sending and receiving from overseas e-mail, inter-branch data transmission both locally and internationally, online customer service, etc. Last year, 2007, we had strength in sustaining service quality standards with a network capability that could provide continuous service. We had engineering and after-sales services with the ISO 9001:2000 certification standard. We also had value added services which were flexible with the requirements of

CS LOXINFO 57

each customer, especially security solutions and network connection service. The target group grows continually, both in number of corporate customers and quantity of the bandwidth utilization for each customer. 2. High speed internet services via telephone line (ADSL) ADSL is an economy high speed internet service. We pay attention to providing the service to small and medium size corporations. We regard our strengths as firstly, our flexible service, and secondly our value added services that can fulfill the customers’ requirements. This can enable them to manage their internal internet services more conveniently, as well as the inter-branch data transmission. 3. High speed internet services via satellite network (IPSTAR) This is a high speed internet service via IPSTAR satellite. Its strength lies in its nationwide coverage area; it is a wireless internet service via satellite. We are the first provider of this service in Thailand, so it is to our advantage. We have service experience both in quality of service and after-sales service. We also have alliances with installers and distributors across the country. Since the IPSTAR was launched in late 2005, the cost and service charges were decreasing, while the demand of high speed internet was increasing, such as usage demand in remote areas. As a result, we can expand more of our customer base. 4. Internet services via telephone line (Dial-up) The internet service via a telephone line focuses on individual home users who use the internet, but demand a lower price, the strength of CS LOXINFO on nationwide connection points, and convenient distribution channels, e.g. convenience stores, book shops, IT shops across the country, as well as the AIS mobile phone both in GSM and 1-2-call system. 5. Internet Data Center or the IDC IDC is the top-quality internet data center service, connected directly to the Thailand Internet Exchange via high-speed fiber optics. The circuit is so large that it can support hundreds of thousands of

users at the same time. The ISO standard was also implemented to control the quality to ensure a stable service with the highest level of security to customers. 6. Value Added Services • International Roaming: The service for customers who would like to use there internet service account overseas, or for a foreigner who would like to use there internet service account in Thailand. • VirtualPrivateNetwork(VPN): The service for a corporate customer who wants to connect its own internal network economically, but with high efficiency, via the Internet network. • E-MailSolution: The fully integrated e-mail service for corporate customers who may prefer to manage their own mail servers, or let CS LOXINFO do so. The service is also equipped with value added services, especially virus elimination and spam mail filtering. • ManagedServices: The special services for corporate customers with teams of experts to give consultation and manage the information system of the customers via the Internet. The service includes data security solutions e.g. checking, protecting and eliminating viruses. • VoIP: The economy international phone service via the Internet. Customers can dial from a computer or ordinary telephone that connects to the analog telephone adaptor. 7. Uplink/Downlink Services The Company provides comprehensive Uplink/Downlink services via the Thaicom Teleport and DTH Center at Lad Lum Kaew, which consist of TV signaling via satellite, live satellite broadcasting, and broadcasting of taped programs both in analog and digital systems. The services are provided both on a full-time basis with 24-hour operating staff, which is suitable for exact broadcasting schedule programs, and on an occasional basis, which is suitable for the broadcasting of live programs, news, or a seasonal sports competition. The service is provided in cooperation with Shin Satellite Public Co., Ltd.

CS LOXINFO 58

HighQualityInternet

MarketConditionandCompetition

Overall, there is intense competition in the Telecommunication Industry. It is not only from the new internet service providers being granted licenses from the National Telecommunications Committee, but also from the new telecommunication network providers. However, we can still continually maintain good performance by implementing policies focused on corporate customers, and expanding our customer base. This should allow us to maintain our leading status among the leased line internet service providers. Our key strengths are as follows:- • The customers, both individual and all levels of corporation, trust in the quality service under the name “CS LOXINFO”. • Having good development of value added services to fulfill the needs of customers, e.g. e-mail, security, and Voice over IP. • Having sufficient International Links for serving customers. • Having skillful engineers with 24-hour availability for after-sales service. MarketingStrategy

The Company is committed to provide top-quality internet services, both in access to technical networks and after-sales services, in order to increase usage and the customer base, but with no policy of competing on price. The key marketing strategies are as follows:- 1. Build brand image as Thailand’s leading top-quality internet service provider We positioned CS LOXINFO as a premium internet service, offering a wide range of products and services to respond to various needs by communicating the strength of each service to the customers, as well as delivering the service at the level that the customers will be impressed or satisfied with, both before and after sales. 2. Determine on service and quality improvement We maintain the policy of managing the international and domestic bandwidth, and number of

telephone lines to be sufficient and justified with the number of the users, together with the continuous improvement in efficiency of the nationwide networks. In order to build confidence among customers, ISO9001:2000, and management system with clear indicators and measurement, were implemented. 3. Maintain good relationships with customers We strive to create the highest customer satisfaction. Other than fulfilling coverage services, demanding proactive technical advice to corporate customers is also offered, e.g., holding knowledge sharing seminars in major provinces across the country, visiting customers regularly, and checking customers’ satisfaction by using survey techniques. 4. Leverage technology to increase competitive advantage We have continuously invested in the development of the system and network, which not only support the country’s growing demand, but also improves the overall service efficiency. 5. Continuously create new products and services We have continuously developed new value added services, e.g., Virus Scan, Spam Mail Filtering, Voice over Internet Protocol (VoIP), Backup System via satellite, etc. 6. Develop network alliances Due to the fact that the network has significant impact to the services, we have developed good relationships with all network providers. Moreover, since the company has a large premium corporate customer base, using leased line services, we derive good business and technical cooperation from the alliances. 7. Sales Promotion We carefully design sales promotion campaigns that fit with our target customers in order to retain current customers and cooperate with alliances in stepping into new markets or launching new services

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that attract new customers. We also promote campaigns through the media and have marketing activities with our target customers continuously. SalesandDistributionChannels

Internet services of the Company are sold through the following channels:- 1. Direct Sales: This is our main distribution channel. We have sales teams giving advice and consultation to corporate customers. They are located both in Bangkok and all regions across the country. They focus selling of the leased circuit internet services and high speed internet services to small and medium size corporate customers. 2. Outlet stores: The stores sell internet packages for general customers across the country through convenience stores, book shops, department stores, supermarkets, IT centers, computer stores. 3. Mobile Phone: This is another channel where customers can purchase internet hours via mobile phone network of Advanced Info Service PLC. (AIS) by dialing *48181, or *4818999, or *4818888. 4. Website www.csloxinfo.com: Customers can apply for high speed internet service, purchase internet hours, apply for services, etc. 5. Call Center, number 0-2263-8222: It services 24 hours a day, with no holiday. BusinessOpportunity

The Company foresees an opportunity to continually expand the business into the corporate sector. Therefore, in 2008, we will strive to fulfill the requirements of our corporate customers by further developing the following services:- • Managed Service: The service that can help customers use the Internet conveniently and safely, by completely overseeing and protecting from viruses, Spam mail, or others relating to e-mail system and security system. • VoIP or Voice over Internet Protocol: a telephone service via the Internet network that can help customers reduce telephone charges compared with existing ordinary fixed line, either local

inter-branch or international long distance calls. It is suitable for businesses that have nationwide branches, overseas headquarters, including home users that have relatives abroad. • VPN (Virtual Private Network): Data transmission via the Internet network service between headquarters and its nationwide branches. Some Corporate customers do not require building up their own basic network. They merely rely on the high quality network provided by CSL, with peak levels of efficiency and security. FutureProject

Previously, the Company had continued increased revenue from corporate customers. Therefore, we need to focus on investment in technological research to increase the service capability, from internet access to value added services that will enable customers to fully utilize the efficiency of the internet. We have been granted the Internet Service Providing License from the National Telecommunications Commission (NTC) which included the Voice over IP service-the telephone via internet service. With the complementary technological development that enable customers to use telephone via internet more conveniently with clear voices, in 2008, we will cooperate with alliances both in Thailand and aboard to aggressively market the Voice over IP service to our current corporate customer base. Since we manage the system and network, we have many engineers with expertise in the system and network, including security solutions, e-mail system, and relevant value added services. At the same time, we conducted research and found that, although the e-mail and security system had a more important role, the small and medium size corporations were still lacking IT specialists to control the systems. Therefore, in 2008, we plan to develop and provide quality e-mail and security systems at a low price for small and medium size corporations.

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Teleinfo Media Public Company Limited (TMC) provides media service for business through Yellow Pages telephone directory and other media services. Additionally it provides telephone subscribers profile, and call center service for general and entertainment information. Thailand YellowPages has the largest information in Thailand where consumers can search for required information through three ways as per his/her convenience: Flip Thailand YellowPages, Call 1188 Thailand YellowPages, or Click the site www.yellowpages.co.th ProductsandServices

1. Thailand YellowPages - Integrated Business Medias Thailand YellowPages compiles telephone numbers of the product and service operators of over

3,000 categories, covering more than 600,000 operators - the largest source in Thailand. It is easy to use with the businesses alphabetically categorized under the concept that these categories contain information that is useful for the customer for better lifestyle or business opportunities. Every chance, every need can be easily fulfilled at your fingertips. Thailand YellowPages is published in an easy design, keeping in mind for the benefits of the consumers residing in different parts of Thailand as follows:- Bangkok and surrounding boundaries All areas in one book, serving every need Zones Publication Divided into 5 books for 5 different zones i.e. North, Northeast, Central, East and South. English Publication Bangkok and surrounding areas in one book 2. City YellowPages, yellowpages for easier city living City YellowPages is the new publication that was carried out with the sole purpose of bringing out the best attribute of each province in Thailand. The selection has been based on the goods and services which best answer the varied lifestyle of each place. Moreover, YellowPages also contain useful information in regards to the popular tourist places, important places, shopping places and restaurants of those cities. There are also important contact numbers to make it easier for the customer to search for and get in touch with those places comfortably. Therefore, City YellowPages is a new media that brings convenience to the city lives. Last year saw the publication carried information in three provinces i.e. Nonthaburi, Pathumthani and Samut Prakan. Studies for other provinces are being carried out for the planned extension to other high potential places in 2008. 3. Thailand Corporate Pages Thailand Corporate Pages is the single white-paged telephone directory that lists the names and telephone numbers of all the businesses in Bangkok and its surrounding areas. More than 600,000

Teleinfo Media Public CompanyLimited(TMC)

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business operators are listed alphabetically with the names of governmental units and state enterprises separated for easier search. 4. Thailand Export-Import YellowPages Thailand Export-Import YellowPages, a handbook for the exporters and importers in the forms of a book and CD-Rom ready to assist in the business of exports and imports. The book lists all the names of importers and exporters in Thailand with analysis on the perspective and outlook of each industry to the latest situational report of the export market both locally and overseas. It is published in English with the contents divided into two sections:- 1. List of the names of the exporters and importers in Thailand, divided into 13 main industrial categories such as the products and services related to agriculture, ornaments, automobile parts, and electrical appliances, etc. 2. Names of the businesses that support international trades such as airlines, commercial banks, insurance companies and cargo companies, etc. Thailand Export-Import YellowPages is published for the export and import businesses both locally and internationally and is available for sale in the leading book stores. 5. Visitors’ Guide to Thailand – special publication with the English Thailand YellowPages Visitors’GuidetoThailand, This guidebook with the information through eyes of a foreigner to Thailand has been endorsed directly by the Tourism Authority of Thailand (TAT). It contains information that will assure you a complete whole experience of trip to Thailand with excellent recommendations for places, goods and services around the country. It has a supplement section for articles, documentaries, and other information in regards to tourism in Thailand. Telephone numbers and information of the goods and services are also provided. Visitor’s Guide to Thailand is published bilingually, in English and Japanese in one single volume and is distributed along with the English Thailand YellowPages all over the country with the main target at the rooms of leading hotels, tourism promotion centers, airports, airport lobbies, and tourist servicing businesses and authorities in Bangkok. It is also available in the leading bookstores around the country. The latest information can also be accessed online at www.visitorguidetothailand.com

6. 1188 Thailand YellowPages 1188ThailandYellowPages is a service center with well trained staff ready to assist you in searching for information on products and services with the telephone numbers of the businesses, shops, restaurants, tourist places together with information on the travel routes, governmental agencies, emergency numbers and personal numbers all over Thailand with more than 6 million numbers listed in the directory. It also provides latest daily headline and up-to-date information such as news, horoscope, live scores, gold prices, oil prices, schedules of product fairs, One Tambon One Product (OTOP) fairs, summary of the latest movies, movie and music charts, lottery results, etc. Other additional services provided by 1188 Thailand YellowPages are:- • Services in English for foreigners and in local dialects for Thais from different parts of the country. • Transfer calls from AIS transponders to the desired numbers. • SMS on your behalf in English and Thai message typing and sending. • Fax on demand services. • Download ring tones, logos, images and games. These are all to provide the best services to every need of customers and to ensure they are comfortable in using the services. 7. Website www.yellowpages.co.th – easy access to “Online YellowPages” from anywhere in the world Websitewww.yellowpages.co.th is the complete directory with the names of the businesses from the Thailand YellowPages and Thailand Corporate Pages. You can search and access the information in both Thai and English. Alternatively, if you choose the option “Book View”, the page will show the exact location of the information in the Thailand YellowPages which helps in getting the name and picture of the advertisers clearly, as if you were opening the book for real. It has been found that more than 90% of the users who click on the www.yellowpages.co.th are satisfied with the information that they received. Help you to get what you need, anytime, anywhere, be it in Thailand or other parts of the world, 24 hours for 365 days. 8. Get & 2Load (www.2Get2Load.com) Get& 2Load, In the present world, the media channels have been expanding tremendously and in order

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HighQualityInternet

to serve the customer needs, the Audiotex service of “2Get” 1900 222 xxx has been launched. It is one of the services launched to make you more comfortable. No matter what phone you use be it landline or cell phone, just press the numbers as per the menu and you will get the information or entertainment 24 hours daily. This trendy service provides with you daily horoscopes, jokes, latest Box Office or music charts, competitions, download songs, latest scores and results of various sports or even conversation with new friends, etc. All in all to serve you everything of what you need, and for the people who want to improve their lifestyle. Providing entertainment information to you, “2Load” is ready to send information you need through SMS unlimited, be it daily horoscopes, jokes, summary of the TV series and recommendation for the latest movies every week. 9. Precision Marketing PrecisionMarketing,To keep up with the ever changing trend of present world competition, precision marketing helps you to reach your target audience even more directly while helping you managing your marketing budget effectively. It is flexible and the result can be determined accurately. TMC provides the services in the following 4 ways:- • MAILING LISTS: Providing the latest database of the names covering a wide rage of different target groups, it helps you save time and increase profit for the business. • TELEMARKETING SERVICES: Create business opportunities via telemarketing. The well trained staff with professional skills will contact the clients and follow up with them on the behalf of your company. • DATABASE MANAGEMENT & MAINTENANCE: Service of managing and maintaining the latest database to cope with every change in the market, helping you in avoiding losses and opportunity loss. • LETTER SHOPPING SERVICE: Integrated services of mailing the documents to the clients from database preparation; printing out and tag the names; arranging the mailing services and summarizing by well experienced staff, helping you save time.

10. Outsource Call Center Outsource Call Center,Using Call Center has been increasingly considered as one of the most productive marketing tools in the present marketing world. Therefore to increase your marketing potential to a higher level without huge investment, TMC provide Outsource Call Center which helps in opening more sales channels and provides better services to the clients. It covers both the inbound calls i.e. intercept clients’ calls for information of the clients, take orders, and register, and outbound calls i.e. calling the clients and informing them of their privileges, offering sale, and inviting the target group to join the campaign, etc. 11. New Services for meaningful entertainment Interactive Voice Record (IVR), TMC has developed Interactive Voice Record (IVR) system jointly with Advance Info Service PLC. to provide the narration in various museums, also known as Museum Audio Guide, in Thai, English, Japanese, or Chinese, viewed as suitable, to promote the tourist places and equipped them with services of an international quality. Started with Thai Human Imagery Museum, the service has been recently expanded to other museums such as Panorama Museum of Bangkok, Thai Press Museum, King Prajadhipok Museum, and The Erawan Museum. Thecurrenttrendinadvertisingindustry The market of advertising industry from January to October 2007 has increased by 1.52%. The media sector’s advertising has decreased by 10.80%. By category, the advertising of alcoholic products decreased by 41.90%; skin care products registered highest growth at 15.3%, followed by real estate sector which registered growth at 7.10%. It is forecasted that in 2007, the total advertising volume is Baht 75,430 million with the television having the highest share at 58.15%, the growth decreasing by 0.36%. The advertising in cinema halls will have the highest growth at 145.96% and advertising growth in the malls stand at 99.58%. The growth of mobile media, radio and the billboard will decrease at 3.22%, 4 .41% and 3 .84% respectively. As for the publications such as magazines, the growth will

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decrease at around 5.07% while the advertising in newspapers will increase by 0.39%. Moreover it is also estimated that the online advertising would be expanding more than 40% from that of 2006* which is based on the fact that the internet users has increased by 15% from the last year. *data provided ADMAX and Thailand Direct MarketingAssociation(TDMA) Marketingactivitiesandsituationofthe

competition In a highly competitive market, the advertising media with high return on investment is the most favored one and can prolong a continuous growth. YellowPages is an business media that assists in efficient business transactions. Not only is it the closest to the user’s hand when the purchasing need exists, but it is also a sole business media that covers a maximum range of product and service categories. It also provides clear buying and selling information as well. Moreover it is distributed for free to the users at the home, and business and industrial premises. Besides, the readiness for the investment in the infrastructure system and solid development in TMC allows the integration of data to achieve the highest benefit to the users so that they can access the data conveniently and immediately whenever they want. There are three other choices available i.e. service center at 1188 Thailand YellowPages, the website www.yellowpages.co.th, or by mobile phones. Although the advertising has a little growth but if quality be taken into account, Thailand YellowPages is the advertising media that reaches the target group of customers who are willing to buy the most. Taken the aforementioned integration into account, this explains why the company’s products and services have been highly sought after, especially the Thailand YellowPages with its integrated business information, easily accessible at anytime and anywhere which is worth the investment of advertisers. This can be proven by how Thailand YellowPages has achieved and maintained its market share at 80-90% against its competitors for the past 20 years.

Businessopportunitiesfortheyear2008 As the leader in the integrated business media industry, with useful database, and the determination of continuous improvement, TMC believes in potential and is ever ready to increase the exposure of the goods and services, with the product and service developments to be the new source of income in the future, especially to improve the online system to be increasingly ever ready to fulfill the needs of the customers in the daily life through computers and mobile phones, including the development of handbooks which gather more information in various industries with high potential, by following the below strategies:- 1) Benefiting from the strong brand identity of the distinguished image of YellowPages to expand its services to the new consumer group such as various important cities in Thailand. For example Nonthaburi, Samut Prakan, and Pathum Thani YellowPages have been launched and the expansion to other areas with high potential. 2) Integrating TMC infrastructure and system and combining them with the strong alliances in order to develop the formats of information and content. The presentation must also be reached via more channels, especially by internet and cell phones for more convenience of the users and to allow more benefits to the advertisers. 3) Expand the user base by developing products that serve the customer needs and are suitable for the purchasing power of each group. 4) Increase income through the call center at 1188 and Audiotex service in the form of one-stop service to build convenience and familiarity. TMC will keep looking for opportunities to make use of its expertise and the database which is the core asset that built its business from the past along with the ever improving technology and change of taste for the new media services that are growing. This is to achieve the potentiality and the highest satisfaction of both the users and the advertisers.

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AD Venture Company Limited (ADV) is the company that CSL holds 99.99% of its stake. It has registered and paid-up capital of Baht 171.97 million. Its major business is as a holding company, having sole investment in Shineedotcom Company Limited (SHINEE). Therefore, the business performance of ADV will mainly come from the business performance of SHINEE, wherein ADV holds 99.99%.

SHINEE has registered and paid-up capital of Baht 80 million. It has 2 subsidiaries, which are Hunsa Dot Com Co., Ltd. (HUNSA) and Sodamag Corp Co., Ltd. (SODAMAG) These major businesses are providing information and entertainment content through mobile phones, and developing applications to be used on Internet. Currently, SODAMAG does not run any business and is in the process of closing down.

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This company is a content aggregator from various types of content owners, both providing news and entertainment information, offered to the market through mobile phones under the name “Shinee.com”. This is called a Mobile Content Provider. It also provides content through a portal website, under the name “Hunsa.com”.

ProductsandServices

SHINEE is a content provider split into two kinds of business. 1. Mobile Content Business Shineedotcom Co., Ltd. provides mobile content service under two brand names, SHINEE and SODAMAG, via all mobile phone networks; AIS, DTAC, and True Move. Audiotex systems can also obtain content, which includes all fixed line ordinary telephone system can also access SHINEE’s service.

The target age group is 15 - 50 years old. Customers can access these services by one of two choices. 1.1 Download services to store in a mobilephone via mobile phone networks, by dialing the service code through an IVR system. For example, press *489958355812216 for AIS, or press *1919958355812216 for DTAC, or download via SMS by dialing 58355812216 and send to 7899 for Truemove, or go to wapsite http://wap.shinee.com to immediately download the content via wap with no network camp limitation. Customers can also download content via a linked menu in the wap portal of the mobile phone network. After downloading, they can pay for service charges through the mobile phone network that they are using. The names of these service types are as follows:- • Shinee Ringtone: provides four types of ringtone; Monophonic Ringtone, Polyphonic

ShineedotcomCompany Limited

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Ringtone, Truetone Ringtone and Full Song Ringtone. We aggregated these tones from Thai and international music allies, in response to customers’ needs. • Shinee Java game: provides games on mobile phones that can be played by pressing buttons to control directions. We have brought together a range of games from all over the world, so there are various categories to serve customers’ demands e.g. action, adventure, sport, etc. • Shinee Wallpaper & VDO Clips: provides wallpapers with types of drawings, cartoons and photo pictures that customers can download and save as a screensaver for their mobile phone. While VDO Clips service allows VDO downloads of approx. 1-minute duration for viewing and saving on mobile phones. Selections include cartoons, humour and movie or series previews. • Shinee News: provides an updated news service from many news allies e.g. TNA (MCOT) and Channel 7. The service is provided through SMS or wap accessing. Customers can subscribe through IVR, SMS or wap, and pay monthly service charges through their network operators. After that, the system will send updated news, 5-8 reports per day, to customers via SMS, or they can read it from wap. The customers can cancel the service at anytime through IVR, SMS or wap. • Shinee Info Entertain: provides star gossip, updated new movie reports and music from famous sources, from the company’s allies e.g. MAYA CHANEL newspaper. The service is provided through SMS or wap that customers can subscribe to through IVR, SMS or wap, and pay a monthly service charge through their network operators. After that, the system will send them updated news, 5-8 reports per day, via SMS, or they can

read it from wap. Customers can cancel the service at anytime through IVR, SMS or wap. • Shinee Horoscope: is a horoscope service by the famous fortuneteller “Kengkart Jongjaipra”. He is a partner of the Company. The service is provided through SMS or wap that allows customers to download occasionally, or subscribe through IVR, SMS or wap, and pay charges per download or monthly through their network operators. After that, the system will send customers their horoscopes, by their given star signs, via SMS, 5-8 times per day, or they can read it from wap. The customers can cancel the service anytime through IVR, SMS or wap. 1.2 Listen to services via AudiotexCustomers can access this service by dialing the telephone number shown on the ad, such as 1900-222-394 for a zodiac horoscope service, and then follow the menu, listening to the service details. 2. Website Business Shineedotcom Co., Ltd. provides a portal web service under the name www.hunsa.com, which targets 10 - 30 year old people. The provided services are as follows:- • News and entertainment: provides updated news and entertainment that were aggregated from many sources e.g. websites, newspapers and Hunsa’s news team. This is a free of charge service. • Web board: or Chat room, for posting opinions on miscellaneous topics. This is a free of charge service. • Hubbie: provides a service to create ones’ own cartoon character, an Avatar, to use among chatting lovers. They use cartoon characters to represent themselves. Customers can create the cartoon character for free, but they can buy additional clothes by purchasing and paying by cash card. • Online horoscope: provides a horoscope service, through the Hunsa website, by

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popular fortuneteller team. This service uses the Hone Fun Thong teamwork. Customers can use this service by sending their birthday and questions to the Hunsa website. Once the payment via cash card is made, the staff will send the information to the customers by Hunsa’s website. • Advertisement: provides a banner ad on effective Hunsa websites with over 100,000 visitors per day. The ad pricing is varied, with respect to the banners position. Customers of this service are companies and shops who would like to promote their products or services to Hunsa’s visitors by using Hunsa’s banners. • Web Development: by the experts and experienced teams. Customers of this service are companies and shops that would like to own websites to promote their products or services. Industrysituationandcompetition

Due to the mobile content business’ growth trend in 2004, about 200 local and international content providers entered into the market. There was intense competition in both pricing and marketing. After that, there was cost restructuring by the operators and content owners. Many providers gave up and left the market, because they could not manage their costs. However, with the effective management and marketing strategy of SHINEE, it could strongly retain its customer base by the following methods:- • Maintaining a high service standard and not deceiving customers, unlike others who aggressively did so during 2005-2006, which resulted in the increase in confidence of our customers in choosing the services of our company. • Manage marketing costs by focusing on using effective media and directly targetting groups. • Focusing on services that could fulfill the customer’s life style and enhancing satisfaction

by offering monthly and buffet subscription styles to match customers’ monthly budgets. • Having a strong partner within Shin Corporation Group, expanding distribution channels and running marketing activities, e.g., communication via website, Mobile Life, One 2 Call card, etc. MarketingStrategy

SHINEE strives to provide services with speed and accuracy at a fair price, with after sales service for an increasing customer base. SHINEE does not have policies to deceive in their marketing or take advantage of our customers. The marketing strategies of SHINEE are:- 1. Focus on quality and service SHINEE has a policy about the freshness of content provided to the customer; the content has to be up to date, in trend, and have good variety. Thereby SHINEE has a policy to aggregate content from every source, to fulfill the complete needs of customers as a one-stop service at SHINEE. Additionally, SHINEE pays attention to reviewing the quality of all downloaded services, thereby acting quickly and correctly, delivering good service to our customers. 2. After Sales Service The primary critical factor of the mobile content providing business is the Customer Service that can act quickly and also provide customers a dedicated service for information and solutions. For this reason, SHINEE focuses on its customer service by having a call center unit to effectively serve and respond to queries. 3. Continual development of new services SHINEE has developed various kinds of service to fulfill the needs and tastes of our target customers by mainly focusing on their behaviors. A Buffet service at an economical price will be offered to customers who love economy downloading. Pay per download with no committed conditions will be

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offered to trendy customers. Moreover, new or in trend content will be offered in time e.g. background music, SMS voting service in major events such as Miss Thailand Universe Contest, etc. 4. Focus marketing SHINEE focuses marketing on download lovers, by using a database, which analyzes and classifies customer’s behavior, thereby correct marketing and sales promotions could reach intended target groups, directly and efficiently. DistributionChannels

1. Wap Service of mobile phone users e.g. Mobile life and SHINEE Wapsite 2. www.shinee.com and www.hunsa.com

3. AIS call center No. 1175 and SHINEE call center 4. Mobile phones by using service code from advertisements 5. Advertising space on www.hunsa.com BusinessOpportunity

With the fast, continual, and high growth of mobile phone business, telecommunication liberalization, fast moving technological changes, and fast reduction of mobile phone prices, resulted in the growing numbers of mobile phone subscribers. SHINEE also foresees the long positive future of the mobile content business. Therefore, more new services will be developed in 2008.

For the webs i te bus iness , the competition of Internet service providers resulted in lower service charges, but offering a higher quality, as well as the continual growth of internet usage. Therefore, in 2008, new services in the segment of E Entertainment commerce will be developed because of the growing opportunities in E-commerce businesses that are foreseen.

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information about products or services that respond to their needs, the Company has published and sold various publications to satisfy such customers demands. WATTA produces quality print media under various names, which can be categorized as follows:- 2.1Newspapersinclude • World Today (Lok-Wan-Nee) is a daily newspaper that has contents about politics, economics, social, entertainment, health, various useful tips and classified so that the readers can search for information on products and services that match their needs. World Today is ideal for the white collar group whose daily activities are varied. It is available everyday in the market. • Fineday (Wan-Suk) is a weekly newspaper that has the same contents as the daily World Today. As a Friday issue, it adds a special section on weekend activities. Fineday is ideal for the white collar group whose daily activities and lifestyles are varied. It is available every Friday in the market. 2.2WeeklyMagazinesinclude • Car Magazines Car Today (Rot-Wan-Nee) presents information on buying-selling used and new cars and updated news in the automobile industry, including various useful tips about cars.

Watta Classified Company Limited (“WATTA”) provides sub-advertisement and classified services in its own publications for customers locally and internationally. WATTA also publishes and sells various publications from daily and weekly newspapers to weekly, monthly, bi-monthly and yearly magazines to pocket books and others. Productsandservices Products and services of WATTA can be grouped into 2 main types of business as follows:- 1. Sub-advertisement and classified services in publication media WATTA provides various advertising placement services via its sales team both direct sales and tele-sales, to customers locally and internationally. Customers either a juristic person or an individual person (household) can place the classified ads for PR and advertising their products or services, for consumption or for job classified and etc. For advertising placement services in various print media of WATTA, such print media include newspapers, magazines-weekly, monthly, bi-monthly and yearly, pocket books and others. 2. Publishing and selling books In order to facilitate sub-advertisement or classified services in publishing media for WATTA’s customer group and readers that want to search for

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HighQualityInternet

• Job Magazines Job Today (Ngaan-Wan-Nee), Find Job Find Easy (Ha-Ngaan-Ha-Ngai), Smart Job and Job Seven collect information on job vacancies and job hunting, including articles and updated news that help develop capabilities of job applicants. • Real Estate Magazines Home Today (Ar-Karn-Tee-Din) presents information on buying-selling homes, building and land, including useful tips and new developments in real estate business. • Education Magazines Education Today (Karn-Suk-Sa-Wan-Nee) provides information on education or learning institutions, both government and private enterprises from both local and aboard, for educations, training, personal development and scholarships both local and international. 2.3MonthlyMagazinesinclude • Real Estate Magazines Open House gathers information on new home and condominium projects, useful tips for home and garden decoration and answers to a range of questions on home maintenance and repair. 2.4Bi-MonthlyMagazinesinclude • Car Magazines Red Plate (Pai-Dang) presents information on new car models, interview articles on experienced users and useful tips on car and car decoration. 2.5YearlyMagazinesinclude • Gift and Premium Magazines Gift Ideas contains information on sources of production or places to order, retail-wholesale stores or sell and import agents of gift, premium and collectible stuffs as well as interview articles on well-known people or various useful tips. 2.6PocketBooksinclude • Educational Group e.g. Thoon-Rian-Free- Mee-Thua-Lok, EXITBOOK and etc.

• Information and Knowledge Group e.g. The Wonders of the World Architecture, Luuk- Chang-Thaam and etc. • Children Group e.g. Nain-Payoom-Joom- Yung, Ha-Thamma-Phra-Payoom and etc. • Political Group e.g. Maeo-Mai-Mo, Paak- Sa-Mak, Debate-Garn-Meuang-Reuang- Seen-La-Tham? and etc. 2.7OtherBooksinclude • Magazines that are published upon market demand. ProcurementofProductsorServices WATTA has a high reputation for flexibility in managing its production and distribution as a classified advertising service provider in publishing media as well as a media publisher and distributor. WATTA controls the quality of works from the production of advertisement designed by high experience teamwork and approved by customer to ensure that it is accurate and meets customer’s purpose before sending off to the printing house. WATTA needs to make sure that such printing house has a standard production process that it commits to and is able to complete the work within specified time period. WATTA has also arranged teamwork to distribute products to its nationwide sell agents to display on the bookstand every day at dawn, including home delivery to its members. IndustryandCompetition The overall growth of the advertising media industry has been on a decreasing trend. Although publishing media was still increasing given high spending from real estate business during the end of 2007 i.e. about 10 city condominiums launched their projects at the same period. Trends for 2008, it are expected with the industry growing significantly, mainly from political factors. Printing business is expected to grow by 12% compared to 10% growth last year. Even though several businesses had experienced problems as a result of poor economics amid domestic political unrest which in turn weakened consumer confidence and buying power, such problems had no impact on printing industry’s growth. This was mainly due to the fact that during

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the past year was the period to celebrate His Majesty the King 60 years on the throne yielding positive impact on the industry growth. During the auspicious 2007 to celebrate His Majesty the King of Thailand 80th birthday, the government had announced this event as the national agenda, which was expected to use significant amount of budget from both government and private agencies especially in producing additional print media. MarketingStrategy WATTA has placed a great emphasis on providing sub-advertisement and classified services. Advertisements that are placed must come from a reliable source and safe for the society. Information or news that is published in all of WATTA’s publishing media must be fresh, accurate, trustworthy and up to date. WATTA focuses on providing advice for pre and post sale for the highest satisfaction of its customers from various media groups such as education, real estate, automobile and newspapers. At the same time, in order to broaden buying-selling opportunities, WATTA has been continuously developing the design to add new and more variety of services that can always match customers’ needs. SalesandDistributionChannels Sub-Advertisement or Classified Services: WATTA provides sub-advertisement or classified services in the publishing media of WATTA for both local and foreign customers. WATTA services their customers through the following channels:- 1. Direct Sales: This is the main distribution channel. WATTA has sales teams that can service and give advice to customers to ensure that the advertisements are correctly responding to their needs and placed in the right media of WATTA that matches the target reader group of such customers. 2. Phones or Mobile Phones: Customer can place a classified ad via 1900 Service or sending message by SMS or MMS. In addition, there is a service to download advertising information for customers. Produce and Sale of Publishing Media: WATTA sells the publishing media of WATTA to nationwide customers through the following channels:-

1. Nationwide Sale Distributors which can be categorized into 3 types as follows:- 1.1 Modern Trades e.g. SE-ED Book Centers, B2S, Prae Pittaya and etc. 1.2 Convenience stores e.g. Seven Eleven, Book Smile and etc. 1.3 Generalbookstands 2. Marketing Activities e.g. organize job and education fairs, open booths and participate in various events e.g. Book Fair, Architect Fair, Motor Expo and etc. 3. Memberships i.e. apply for a membership of daily and weekly newspapers, weekly and monthly magazines. BusinessOpportunities Given consumer behavior who want to receive various kinds of new information coupled with technology that plays an important role i.e. almost turning the society into a digital era, WATTA has realized the importance of information that will bring in an opportunity to respond to such needs. A large number of information sources are systematically kept and ready to send out to consumers through digital media. The speed of technology will be the key advantage in accessing and exploiting more opportunity than others. As such, WATTA is the media that constantly update, matches every need, accesses every gender and age, covers daily life for the entire 24 hours. WATTA is preparing to become a content provider that provides information and news, especially such contents that WATTA is very good at, and present to the right media. Moreover, WATTA has taken the benefit of leading brands’ popularity to make the decision easy for the business owners of products and services in placing the advertisements. Hopefully, this will also make it convenient for consumers to make the decision in buying products. In the mean time, WATTA is ready to enter into other types of media, particularly online media in order to accommodate growing numbers of internet users by joining forces with strategic partners within and outside the group.

CS LOXINFO 72

MajorDevelopments CS LoxInfo Public Company Limited (the Company or CSL), formerly known as CS Communications Company Limited, was established on 20 July 1994 with its initial registered capital of Baht 10 million as a joint venture of CAT Telecommunication Public Company Limited (CAT) and Shin Satellite Public Company Limited (SSA), with a holding percentage of 49% and 51%, respectively. The Company was granted a concession to provide television signal and internet access via satellite for a period of 22 years from 9 August 1994 to 8 August 2016. Further, in 1997, the Company was granted a concession from CAT to provide commercial internet service access services via landline and satellites for a period of 10 years ending 2007 under the name of “CS LoxInfo”. However, at present, licenses to provide internet service will be under authority of the National Telecommunications Commission (NTC). Moreover, the Company invested in subsidiary companies which provide other services, such as content, games, printing and publishing YellowPages in both online and off line, Audiotex via phone number 1900 and 1188, mobile content service, web portal service-hunsa.com and print classified directories business. In 2003, the Company changed its status from a limited company to a public limited company and listed on the Stock Exchange of Thailand on April 2004. The Company’s registered share capital as at 31 December 2007 comprised 661 ordinary shares of Baht 1 each and 627 million ordinary shares were fully paid-up. As

at 24 August 2007, the Company’s major shareholders are Shin Broadband Internet (Thailand) Company Limited (SBI), Singapore Telecommunication Limited (SingTel) and Phatra Securities Public Company Limited with a shareholding of 40% 13% and 8%, respectively. The Company, together with Loxley Information Service Company Limited were granted a 1-year period license from National Telecommunications Commission (NTC) to operate internet access services from 8 September 2007 to 7 September 2008 and 29 June 2007 to 28 June 2008. Moreover, The Company also received Type II IIG license and Type III license from NTC to provide internet access services for 5 years and 15 years from 26 April 2007 to 25 April 2012 and from 20 December 2007 to 19 December 2022, respectively. Under NTC’s conditions, if the authorized licensee is not significantly in violation of the conditions as specified in the license, NTC will renew the license immediately.

CS LOXINFO 73

TheCompany’sProgressandDevelopment

March 2003 The Company acquired 24.5 million shares of Loxley Information Services Company Limited (“LoxServe”) at Baht 10 each (representing a 94.19% shareholding) from Point Asia Dot Com (Thailand) Company Limited (“PA”) by issuing 24.5 million additional ordinary shares at Baht 10 each to PA and a group of shareholders of PA. March 2004 The Company acquired TMC from SHIN and SingTel at the total price of Baht 507 million, which represents a shareholding of 63.25% of TMC’s share capital. TMC has been granted rights in publishing and advertising of telephone directories from TOT Corporation Public Company Limited (TOT). In addition, TOT had the right to sell its shares of TMC to the Company at a price not lower than the selling price of SHIN and SingTel within 1 year as from 12 February 2004. April 2004 The Company registered additional issued and paid-up share capital with the Ministry of Commerce from 500 million shares at a par value of Baht 1 each to 625 million shares at par value of Baht 1 each. The additional ordinary shares were issued and offered to the public and entered into registration in the Securities and Exchange of Thailand on 8 April 2004 with an IPO price of Baht 9 each. September 2004 TMC entered into an Audiotex agreement with TOT for a period of 15 years to provide information, news and entertainment programs via telephone and fax number 1900 and 1188, 24 hours per day, using operators. TMC started provide 1900 service and 1188 service on November 2004 and December 2004, respectively. June 2005 The Company further acquired ordinary shares and preferred shares of Teleinfo Media Public Company Limited (TMC) (previously named Teleinfo Media Company Limited) for the total of 26 million shares at Baht 25 per share (equivalent to 36.75% shareholding) from TOT Public Company Limited (previously named TOT Corporation Public Company Limited) with the payment conditions: • The first payment of Baht 20 per share paid by June 29, 2005. • The second payment of Baht 5 per share paid within 30 days after auditor (approved by SEC), certified the financial statement of TMC for the accounting year period ended 2007 and the aggregated revenues of TMC for the accounting year period 2006 and 2007 is equal to or higher than Baht 2,000 million.

CS LOXINFO 74

August 2005 TMC’s extraordinary general shareholder meeting No. 2/2005 approved:- • The conversion of TMC’s status from a limited company into a public company limited and change the name to Teleinfo Media Public Company Limited. • TMC decreased its capital by a total of Baht 521 million from the registered capital of Baht 694 million to Baht 174 million by way of reducing the number of ordinary shares and preferred shares at par value per share of Baht 10 from 40 million shares and 12 million shares, respectively in order to eliminate its remaining retained loss and repay the residual of the decreased portion to shareholders whose capital was reduced. April 2006 The Company acquired 28 million ordinary shares of AD Venture Company Limited (ADV), a holding company which held 70% stakes in Shinee Dot Com (“Shinee”) from SHIN, equivalent to 51% of share capital of ADV at the total price of Baht 18 million. July 2006 The Company acquired 5 million ordinary shares of ADV, equivalent to 9.09% of share capital of ADV at the total price of Baht 3.2 million from Mitsubishi Corporation and Mitsubishi Company (Thailand) Limited. After this acquisition, the Company held 60.09% of the share capital of ADV. August 2006 The Board of Directors’ meeting of the Company No. 6/2006 passed a resolution to approve the interim dividend of Baht 0.60 per share totaling Baht 375 million or 333% dividend payout as compared to 2006 half-year operating results. This high dividend payment consisted of half-year normal performance dividend Baht 0.18 per share plus one time special dividend which resulted from the adoption of Thai Accounting Standard No. 56: “Accounting for Income Taxes”. September 2006 The Company acquired additional 22 million ordinary shares of ADV, equivalent to 39.91% of share capital of ADV at the total price of Baht 14.05 million from SHIN. After this acquisition, the Company held 99.99% of the share capital of ADV. February 2007 The Company acquired additional 0.5 million ordinary shares in LoxServe from CAT and its employees at Baht 12.90 per share, representing a total price of Baht 6.2 million. After this acquisition, the Company held 96.05% of the share capital of LoxServe.

CS LOXINFO 75

April 2007 • The 2007 general shareholders’ meeting of the Company passed a resolution to approve the transfer of the legal reserve fund of Baht 46 million and the reserve fund in excess of the par value of Baht 574 million to offset the Company’s accumulated losses from changing the accounting method in recording investments • The Company acquired 0.1 million common shares of Watta Classified Company Limited (“WATTA”), a Print Classifies Directories Business, equivalent to 60% of share capital of WATTA at the total price of Baht 88 million. May 2007 The Company acquired additional 1 million ordinary shares in LoxServe from Point Asia Dot Com (Thailand) Company Limited at Baht 2.02 per share, representing a total price of Baht 2 million. After this acquisition, the Company held 99.86% of the share capital of LoxServe. August 2007 • The Board of Directors’ meeting of the Company No. 7/2007 passed a resolution to approve the shares repurchase program for financial management purpose (Treasury Stock Program) with a maximum number of shares repurchased up to 51.7 million shares or equal to not more than 8.3% of total paid-up capital of the Company at the maximum amount not exceeding Baht 225 million in order to manage the Company’s excess liquidity and increase the return on equity (ROE). The repurchase period was started on 27 August 2007. However, As of November 22, 2007 the Company could achieve the number of share repurchased of the Project under The Board of Directors’ resolution. • ADV and SHINEE registered reduced issued and paid-up share capital with the Ministry of Commerce from 55 million shares and 19 million shares (par value of Baht 10 each), respectively to 17 million shares and 8 million shares (par value of Baht 10 each), respectively. January 2008 ADV which is the subsidiary of the Company acquired additional 2.4 million common shares of SHINEE, equivalent to 30% of share capital of SHINEE at the total price of Baht 15.1 million from Mitsui & Co.,Ltd (Mitsui). After this acquisition, ADV held 99.99% of the share capital of SHINEE.

CS LOXINFO 76

of customers, particularly for corporate clients whom the Company has confidence in their potential for high consumption and constant growth rate. In addition, the Company has also applied for a license to operate the telecommunication business in various types to rely on other business operators as little as possible, which is deemed as a way to control the quality of services. • Risk arising out of the advertising industry’s growth Risk arising out of the advertising industry’s growth may have an impact on TMC and WATTA, which contributes about 35% of the Group’s total revenues. As the main source of revenue of the publishing business derives from selling advertising,

IndustryRisk • Risk arising out of the liberalization of the telecommunication industry Risk arising out of the liberalization of the telecommunication industry may have an impact on the internet service business, which accounts for about 60% of the Company‘s total revenues. The National Telecommunication Commission (NTC) started to issue licenses to operate the telecommunication business for operators with their own network (Type II & Type III) in 2006 resulting in an increase in the number of internet users and in turn competition, which will have an impact on the Company’s operation going forward in terms of both revenues and market share. Therefore, in order to mitigate such risk arising out of industry liberalization, the Company has adapted its strategy to focus on providing better quality and services for various types

RiskFactors

CS LOXINFO 77

during economic slowdown, which undermines consumer confidence for spending and investment, the result will be a decline in the growth of the advertising industry. Fully aware of such effect, TMC and WATTA have thus developed new publishing products to expand their customer base, support business growth and minimize the impact from the advertising industry risk which may be stagnant from time to time. • Risk arising out of the change in customer behavior on add-on services for mobile phones Risk arising out of the change in customer behavior toward add-on services for mobile phone may have an impact on SHINEE, which contributes about 5% of the Group’s total revenues. The main target customers of SHINEE are the group of people who not only admire technology and fashion products but also constantly change their preferences. Since mobile phone users nowadays can send-receive pictures or songs from computer directly to mobile phone, SHINEE may be at risk from a change in service behavior of customers who are capable of creating their own contents and entertainment or want new information or services that SHINEE does not have. Given such risk, SHINEE has thus placed a great emphasis on improving services offering more variety on a continuous basis by setting up a unit whose duty is to conduct a regular survey to assess customer needs so that SHINEE can develop products and services that match the change in customer behavior particularly on the use of services in the future. CompetitionRisk • Risk arising out of intense competition in the internet service business As a result of the liberalization of the telecommunication industry,the internet service business has encountered greater competition, particularly in the consumer market. During the past year, many competitors have used pricing strategies or marketing activities heavily and continually to attract customers and at the same time expand market share. The Company was pushed to pick up the pace in adjusting itself for survival in such an industry

condition. Consequently, the Company has adapted its strategy to focus on particularly marketing, especially for corporate clients. The Company’s stance on this regard is to provide quality of services and not compete on price to avoid any impact from such a condition on the Company’s performance. TechnologicalChangeRisk • Risk arising out of the internet technology change At present, internet technology has been changing constantly and rapidly. In particular this has occurred for the speed of hi-speed internet connections, a service that is gaining its popularity, and an ongoing development of other types of connection technology e.g. WiMax, WiBro (Wireless Broadband) or Mobile WiMax. Mobile WiMax is a mobile communication system which is at the same standard level as WiMax that enables the users to connect to the internet with mobile devices anytime anywhere even when traveling. In such case, a technology of Voice over Internet Protocal

CS LOXINFO 78

(VoIP) would save a lot of money from call charges, especially long distance calls both domestically and internationally. In the event that the Company cannot develop new service types that are corresponding to the change in technology, it may be at a disadvantage against its competitors in terms of services. Therefore, in order to minimize such risk, the Company plans to continue developing and improving its service types that are able to respond to consumer needs. However, the Company’s investment policy in technology must be in line with short-term and medium-term needs so that it allows greater flexibility in search of better technology and lower cost to improve or develop new services going forward. The Company currently holds a license to operate WiFi internet services. HumanResourcesRisk • Risk from being dependent upon key personnel The Company’s business is characterized as a specific business that needs to rely on knowledge,

capability, skill and experience of key personnel. In case the Company loses key management and employees, it may have an impact on the Company’s operations going forward. Nonetheless, the Company has set a policy that gives a importance to human resources by setting aside a budget for training and development of employees at all levels. At the same time, the Company places a great emphasis on building corporate culture as well as improving compensation, working environment, and incentive schemes to properly attract employees. In addition, the Company has issued and offered warrants aiming to boost its employees’ performance, i.e. to work hard to create maximum value for the Company, and retain them to work for the Company in the long term.

79 CS LOXINFO

In2006and2007,theCompanyanditssubsidiariesenteredintoanumberoftransactionswithrelatedpartiesthatmayhaveconflictsofinterestwiththeCompanyanditssubsidiaries.Theseconnectedtransactionsaroseintheordinarycourseofdoingbusinessandaccordingtonormaltradeconditions.SignificantrelatedtransactionsbetweentheCompany,itssubsidiaries,andrelatedcompaniesareasfollows:- Related Party Transactions that may lead to Conflicts of Interest SummaryofTransactions

TransactionDescription AmountDec31,2006(MillionBaht) AmountDec31,2007(MillionBaht)

Shin

Corporation

Group

LoxleyGroup

SingTelGroup Total

LoxleyGroup

SingTelGroup Total

Shin

Corporation

Group

ShinSatellitePublicCo.,Ltd.(SSA)

ShinCorporationGroup

RelatedCompany Relationship

SHINholds41.28%sharesinthiscompanywithshareddirectors

-Salesandservices income-Otherincome-Expenses-Tradeaccounts receivableand others-Tradeaccounts payableand others

Dec31,2006 Dec31,2007

Amount(MillionBaht)

Reasons

-Revenuefromuplink,internetleased lineserviceschargesandBrochure advertisingIPSTAR-RevenuesfromBroadbandIP TransmissionCommission-IPSTARtechnicalservicescharges-Accountsreceivablefortheuplinkand internetleasedlineservicescharges-AccountspayableforIPSTAR technicalservicescharges

Description

25.04

0.75

48.52

26.42

7.93

19.95

0.68

55.05

17.49

6.57

Totalsalesandservicesincome 235.35 8.75 3.34 247.44 203.14 6.75 2.57 212.46 Totalotherincome 0.78 - - 0.78 0.72 - - 0.72 Totalexpenses 216.62 7.78 7.16 231.56 239.38 7.12 2.50 249.00 Totaltradeaccountsreceivable andothers 62.83 4.41 1.42 68.66 43.81 0.60 0.84 45.25 Totaltradeaccountspayable andothers 36.38 2.28 0.81 39.47 37.79 0.54 - 38.33 Totalotherscurrentasset 8.34 - - 8.34 0.71 - - 0.71 Totalothercurrentliability - - - - 12.00 - - 12.00

TheCompanyrentedtranspondersonThaicomsatellites,whichistheonlyoperatorinThailand.

Telecommunicationsatelliteservicesoperator

RelatedPartyTransactions

CS LOXINFO 80

ShinBroadbandInternet(Thailand)Co.,Ltd.(SBI)Internetrelatedservicesprovider;thewebsite,serverco-locationAdvancedInfoServicesPlc.(AIS)Mobilephoneoperator

RelatedCompany Relationship

ThemajorshareholderoftheCompanyat39.89%.SSAholds99.99%sharesinthiscompanySHINholds42.72%sharesinthiscompanywithshareddirectors

-Salesand servicesincome-Expenses-Tradeaccounts receivableand others-Tradeaccounts payableandothers-Salesand servicesincome-Expenses-Tradeaccounts receivable andothers-Tradeaccounts payableandothers

Dec31,2006 Dec31,2007

Amount

(MillionBaht) Reasons

ThetransactionswereforpurchasesandsalesIPSTAR.-Revenuefrommonthlyinternet serviceschargesandselling IPSTARequipment-CostofIPSTARequipment-Accountsreceivableformonthly internetservicescharges-AccountspayableforIPSTAR equipmentTheCompanyusedmobilephoneservicessfromAIS.-Revenuefrommonthlyinternet andrevenuesharing-Airtimeofmobilephone-Accountsreceivableformonthly internetservicescharges-Accountspayableforairtimeof mobilephone

Description

18.17

15.36

2.54

6.56

167.96

4.43

31.08

0.35

1.91

0.73

1.60

0.02

169.02

6.04

22.73

2.30

81 CS LOXINFO

AdvancedDatanetworkCommunicationCo.,Ltd.(ADC)TelephonelinerentalforInternetconnectionservicesproviderMatchboxCo.,Ltd.(SMB)Advertisingagency

AISholds51%sharesinthiscompanywithshareddirectorsShinholds99.96%sharesinthiscompanywithshareddirector

6.77

0.03

119.63

0.50

18.79

8.34

2.22

17.92

0.19

2.34

-Salesand servicesincome-Otherincome-Expenses-Tradeaccounts receivableand others-Tradeaccounts payableandothers-AdvancepaymentWeprovideinternetservices,andhaveamonthlycharge.WeuseSMBasourAdvertisingagency.-Salesandservices income-Expenses-Tradeaccounts receivableand others-Tradeaccounts payableandothers

1.60

0.04

165.63

0.10

27.29

0.71

1.08

7.21

0.19

1.61

ThetransactionswerefortheCompanytorentandconnecttelephonelinesindomesticandinternationallinkofinternetconnectionservices.-Revenuefrommonthlyinternet servicescharges-Otherservicescharges-Telephonelinesandinternational linkforprovisioningofinternet connectionservices-Accountsreceivableformonthly internetservicescharges-Accountspayablefortelephone linesandinternationallink-Serviceschargesontheinternet networkandfiberopticSMBisacompanyintheGroupthatweuseitasouragentinhavingadvertisementinvariousmediaforthecustomerstouseourservicess.Thefeeswereatthemarketrate.-Revenuefrommonthlyinternet servicescharges-Advertisingexpenses-Accountsreceivableforinternet servicescharges-Accountspayableforadvertising expenses

RelatedCompany RelationshipDec31,2006 Dec31,2007

Amount

(MillionBaht) ReasonsDescription

CS LOXINFO 82

Otherrelatedcompanies TheaffiliatesinSHINGroupwithshareddirectors

-Salesand servicesincome-Expenses-Tradeaccounts receivableand others-Tradeaccounts payableand others-Othercurrent liability

-Revenuefrommonthlyinternet servicescharges-Expensesoncomputer programs,servicescharges, andothers-Accountsreceivableformonthly internetservicescharges-Accountspayableforcomputer programs,servicescharges, andothers-Short- termloan

15.19

10.76

2.10

0.41

-

9.58

4.72

1.70

-

12.00


Amount

(MillionBaht) ReasonsDescription

83 CS LOXINFO

-Salesand servicesincome-Expenses-Tradeaccounts receivableand others-Tradeaccounts payableand others-Salesand servicesincome-Expenses-Tradeaccounts receivableand others-Tradeaccounts payableand others

2.86

6.94

0.41

2.23

5.89

0.84

4.00

0.05

2.47

6.50

0.26

0.54

4.28

0.62

0.34 -

TheCompanyrentofficespacesatSuaPahbuilding.-Revenuefrommonthlyinternet servicescharges-RentalspaceatSuaPahbuilding-Accountsreceivableformonthly internetservicescharges-Accountspayableforrentalspace-Revenuefrommonthlyinternet servicescharges-Officerentalandrepair& maintenancecomputer-Accountsreceivableformonthly internetservicescharges-Accountspayableforofficerental

LoxleyGroup


Amount

(MillionBaht)ReasonsDescription

HoldingintheCompanywithshareddirectorsTheaffiliatesinthegroupwithshareddirectors

LoxleyPublicCo.,Ltd.(Loxley)ImporteranddistributorofgoodsandtechnologyproductsOtherrelatedcompanies

CS LOXINFO 84

Otherrelatedcompanies

SingaporeTelecommunicationsLimitedGroup

SingTelown13.41%oftheCompany’ssharecapital

-Salesandservices income-Expenses-Tradeaccounts receivableand others-Tradeaccounts payableand others

3.34

7.16

1.42

0.81

2.57

3.88

0.84

-

TheCompanyprovidesinternetservicessandhasamonthlybasedservicescharge.Italsooperatestheinternationallink.-Revenuefrommonthlyinternet servicescharges-Costofinternationallinks-Accountsreceivableformonthly internetservicescharges-Accountspayableforinternational link

TransactionDescription

RevenuesfrommonthlyinternetservicesfeesRevenuesfromtransponderservices,internetsubscriberlinefees,andbroadbandlinkservicesfeesReceivableandpayableinterestRevenuesandcostofagencyandothercommissionfeesTechnicalservicesfeesforIPSTARandoperatingcostsCostofservermaintenanceandoperatingcostsTelephonelinerentalfeesforprovisionofinternetconnectionAdvertisingfees,telephonecharges,computerprogramfees,accountingprogramfeesandofficerentalfeesSpacerentalfeesandserverco-location,anddomainnameregistrationfeesCommunicationequipmentmaintenancefeesandcommunicationequipmentrentalfees

PricePolicy

AtmarketpriceCostplusappropriatedprofitsAtmarketpriceCostplusappropriatedprofitsAtmarketpriceAtmarketpriceAtmarketpriceAtmarketpriceAtmarketpriceAtmarketprice

The above transactions have already been considered and agreed to the Company’s audit committee at the2/2551meetingheldonFebruary19,2008withtheopinionthatsuchrelatedtransactionsatpresentarepartofnormalbusinessoperationswhichsupportthegroup’sbusinessandareinitsbestinterests.Consequently,thesaidtransactionsasperdetailsabovearenecessaryandreasonableandthereturnthereofisdeterminedinconsiderationofappropriatemarketpriceorcostplusprofit(CostPlus).


Amount

(MillionBaht)ReasonsDescription

TheNecessityandReasonablenessofTransactions

85 CS LOXINFO

PoliciesandFutureTrendofConnectedTransactions

Itisprojectedthatconnectedtransactionsinthefuturewillstillconsistofnormalbusinessoperations.Futureconnectedtransactionsshallbeinaccordancewiththeaboveapprovalprocedure.

ConnectedTransactionApprovalProcedure

Intheconnectedtransactionapprovalprocedure,forthetransactionsthatarenormalbusinessoperations,suchas internetservicesandtelephonelinerentalandetc., theCompanywillsetupconditionsaccordingtonormalbusinesspracticeusingthemarketpricenormallychargedtogeneralcustomersoradeterminedpricetaking into account the actual cost incurred plus reasonable profit which is the rate charged to generalcustomers.TheCompanywillhaveitsauditcommittee,oritsauditor,oraspecialistprovideanopiniononthereasonablenessofthetransactionandpricesuitability. Asforotherconnectedtransactions,theCompanywillsetupconditionsaccordingtonormalbusinesspracticeandthemarketpriceapplicabletogeneralcustomerswillbeused.Ifthemarketpriceisnotavailable,theCompanywillcauseanindependentexperttoobtainappropriatepriceandconditionforthebestbenefitsoftheCompanyand its shareholders.Before takingsuchaction, theCompanyhas toobtainapproval from theBoardofDirectorsorshareholdersasappropriate.TheCompanywillhaveitsauditcommittee,oritsauditor,oraspecialistprovideanopiniononthereasonablenessofthetransactionandpricesuitabilityinapprovingtheconnectedtransactiontosupportthedecisionoftheCompany’sBoardofDirectorsorshareholdersasthecasemaybe. The Company complies with the regulations of the SEC and SET on information disclosure ofconnected transactions, acquisition of major assets of the Company and its affiliates, and the accountingstandardsestablishedbyFederationofAccountingProfession.

CS LOXINFO 86

The Company had a net profit from normal operating amounting to Baht 226 million or 6% from 2006. This has come from an increase of net profits from Internet access services and TMC

Revenue from dial-up and broadband services decreased by 42% and 11%, respectively while revenue from leased lines services increased by 14% due to the Company having instead put more effort on sales and expanded customer base in business or corporate segment

Total Revenue from sales and services In 2007, the Company earned Baht 2,518 million in total revenues from sales and services, an increase of Baht 57 million, or 2%, over 2006. Details are as given below:- 1) Revenue from Internet Access In 2007, the revenue from internet access services was Baht 1,311 million, a decrease of Baht 29 million, or 2% from 2006. The details are as follows:- • Revenue from leased lines services increased by Baht 111 million due to the Company having instead put more effort on sales and expanded customer base in business or corporate segment by concentrating on the quality of service and value added services, to respond to customer needs.

Selectedfinancialinformation (Unit:MillionBaht) Description 2007 2006 Variance (%) Total revenue 2,600 2,512 4 Cost of sales and service 1,382 1,365 1 SG&A xepenses 827 805 3 Operating profit 391 342 14 Deferred income tax 130 119 9 Net profit 261 213 23 EPS (Baht) 0.42 0.34 24

Overview The Company had a net profit of Baht 261 million or Baht 0.42 per share, an increase of Baht 48 million or 23% from 2006. This comprises of net profit from normal operating amounting to Baht 226 million and net profit from an adjustment on its financial statements about an investment of Teleinfo Media Public Company Limited (“TMC”) totaling Baht 35 million. The Company reported a consolidated operating income for 2007 of Baht 2,600 million, an increase of Baht 88 million or 4% from 2006. This was due to 100% recognition of Mobile Content business’s performance and from the investment in Watta Classified Company Limited (“Watta”) since Q2/2007. At the Board of Directors meeting held on 9 August 2007, a resolution was passed to approve a share repurchase program to the maximum amount not exceeding Baht 225 million to utilize the Company’s excess liquidity and increase ROE. As of 22 November 2007 the total shares repurchased was 51.7 million shares or 8.3% of paid-up capital with total amount of Baht 222.1 million, achieving the number of shares repurchased for the Share Repurchase Project. Since Q1/2007, The Company has adopted The Thai Accounting Standard TAS 44 (amendment 2006) and TAS 45 (amendment 2006). This amendment requires investments in subsidiaries and associates to be accounted for at cost (previously by equity method) in separate financial statements. As a result of the changes in the accounting policy, the Company will have an accumulated a loss of Baht 620 million. However, the Shareholders’ Meeting held on 23 April 2007 approved the transfer of the legal reserve fund of Baht 46 million and the reserve fund in excess of the par value of Baht 574 million to offset the Company’ s accumulated losses. The transaction has been presented in “Adjustment from compensation for deficit” in the statement of separate changes in shareholders’ equity for the year ending 31 December 2007. OperatingResultsComparison of the consolidated financial statement for the year ending 31 December 2007 to the consolidated financial statement for the same period of the previous year The Company reported a consolidated net profit for 2007 of Baht 261 million, an increase of Baht 48 million or up 23% from 2006. In addition, the Company had a profit before interest expense and income tax of Baht 391 million, an increase of Baht 49 million or up 14% due to an increase of profit from Internet access services and the Publishing of the Thailand YellowPages and its Voice Info Service and net profit from an adjustment on its financial statements regarding an investment of TMC.

Management’sDiscussionandAnalysis

87 CS LOXINFO

• Revenue from dial up and broadband internet services decreased by Baht 108 million and Baht 32 million, respectively. This was due to some customers having migrated to lower priced broadband of incumbent telecom operators. 2) Revenue from Publishing Yellow Pages and Voice Info Service In 2007, the Company recognized revenue from the publishing of Thailand YellowPages, and Voice Info Service amounting to Baht 861 million, a decrease of Baht 56 million or 6% as compared to 2006, amounting to Baht 917 million. This resulted from a decrease of the sale of advertising space in the specific books (Thailand Export-Import Yellow Pages and Visitors’ Guide to Thailand Guidebook). Therefore, the Company having instead put more effort in developing new products emphasizing the sale of advertising space in sub-community areas. However, these projects were still on developing processes, so its revenue cannot cover the decrease of the sale of advertising space in such specific books. The Company had further expanded the Publishing Yellow Pages Service into City Yellow Pages (City Pages) in order to better facilitate specific lifestyles in each city area. At the end of year 2007, the Company had launched two volumes of City Yellow Pages (Nonthaburi Book and Pathumthani Book). Moreover, the Company plans to expand this City Yellow Pages into other potential provinces of Thailand. 3) Revenue from Mobile Content Service In 2007, the Company recognized revenue from Mobile Content Service of Baht 147 million, an increase of Baht 44 million or 43% over 2006 because the Company recognized 100% of Mobile Content Service revenue in this year. Incidentally, the Company recognized only 51%, 60% and 100% of Mobile Content Service revenue in Q2/2006, Q3/2006 and Q4/2006, respectively. 4) Revenue from Print Classified Business The Company recognized revenue from Print Classified Business for 2007 of Baht 133 million. This was due to an investment in Watta Classified Company Limited since Q2/2007. Cost of sales and services In 2007, the Company had total costs of Baht 1,382 million, an increase of Baht 17 million or 1% over 2006, which had amounted to Baht 1,365 million. This was due to an increased cost from Mobile Content Service and Print Classified Businesses. Coincidentally, cost of Internet Service and Publishing the Thailand YellowPages decreased. Details are as given below:- 1) Cost of Internet services In 2007, costs associated with internet services was Baht 896 million, decreasing Baht 47 million or 5% over 2006, amounting to Baht 943 million, because of efficient network rental cost management and the decrease of rental cost of telephone lines due to revenue from dial up decreasing. 2) Cost of Voice Info Service and Publishing of the Yellow Pages In 2007, the Company recognized costs from the Yellow Pages and Voice Info Service amounting to Baht 289 million, a decrease of Baht 54 million or 16% from 2006, amounting to Baht 343 million. This resulted from a decrease of costs of some specific handbooks. 3) Cost of Mobile Content Service In 2007, the Company recognized revenue from Mobile Content Service of Baht 89 million, an increase of Baht 32 million or 56% over 2006 because the Company recognized 100% of costs from Mobile Content Services this year. Incidentally, the Company recognized only 51%, 60% and 100% of cost from Mobile Content Service in Q2/2006, Q3/2006 and Q4/2006, respectively. 4) Cost of Print Classified Business The Company recognized costs from Print Classified Business for 2007 of Baht 90 million. This was due to an investment in Watta Classified Company Limited since Q2/2007.

Revenue from publishing Yellow Pages and Voice Info Services decreased 6%. This resulted from launching the City Yellow Pages.

Cost of sales and services increased by 1% due to cost of Mobile Content Service and Print Classified Business increased while cost of Internet Service and Publishing the Thailand YellowPages decreased.

Costs from the Yellow Pages and Voice Info Service decreased by 16% from cost of publishing of some specific handbooks

CS LOXINFO 88

Gross Profit and net profit increased of 4% and 23%, respectively, because of the increase in revenues from leased line services, efficient network rental cost management, and the decrease in marketing expenses.

Selling and administrative expenses increased by 3% from Mobile Content Service and Print Classified Business. Coincidentally, selling and administrative expenses of Internet service and Publishing the Thailand YellowPages decreased.

Selling and Administrative Expenses The Company had total selling and administrative expenses during 2007 of Baht 827 million, an increase of Baht 22 million or 3% over 2006, amounting to Baht 805 million. This was due to the increase of selling and administrative expenses for Mobile Content Service and Print Classified Business. Coincidentally, selling and administrative expenses of Internet service and Publishing the Thailand YellowPages decreased. Details are as given below:- 1) Selling and administrative expenses of Internet services Selling and administrative expenses of internet services in 2007 was Baht 312 million, a decrease of Baht 10 million, or 3% over 2006, which had amounted to Baht 322 million, due to the Company had concentrated on marketing directly to corporate customers, rather than individual customers. This way, the Company could reduce a lot of marketing and advertising expenses. 2) Selling and Administrative Expenses of the Yellow Pages and Voice Info Service The Company recognized selling and administrative expenses of publishing of the Yellow Pages in 2007 of Baht 406 million, a decrease of Baht 38 million or 9% over 2006, which had been Baht 444 million. This resulted from a decrease of marketing expenses and the impact of the adjustment on provision from acquisition of investment (TMC). 3) Selling and administrative expenses of Mobile Content Service In 2007, the Company recognized selling and administrative expenses of mobile content service of Baht 56 million, an increase of Baht 18 million or 47% over 2006, amounting to Baht 38 million because the Company recognized 100% of selling and administrative expenses from Mobile Content Services in this year. By the way, the Company recognized only 51%, 60% and 100% of selling and administrative expenses from Mobile Content Service in Q2/2006, Q3/2006 and Q4/2006, respectively. 4) Selling and administrative expenses of Print Classified Business The Company recognized selling and administrative expenses for Print Classified for 2007 of Baht 53 million. This was due to an investment in Watta Classified Company Limited since Q2/2007. Gross Profit and Net Profit The Company had a gross profit and net profit amounting to Baht 1,136 million and Baht 261 million respectively, an increased of 4% and 23%, as compared to 2006, which was presented Baht 1,095 million and Baht 213 million, respectively. These were mainly due to the increase in revenues from leased line. Moreover, cost of internet services decreased due to efficient network rental cost management and the decrease in marketing expenses. FinancialPosition At the end of the year 2007, the Company had total assets of Baht 2,368 million, a decrease of Baht 247 million or 9% from the end of the previous year when total assets stood at Baht 2,615 million. Details are given below:-

89 CS LOXINFO

At the end of 2007, current assets amounted to Baht 1,209 million, a decrease of Baht 58 million or 5%. • Cash and cash equivalent are Baht 713 million, a decrease of Baht 66 million from its operation and treasury stock program. • Trade accounts receivable and accrued income is Baht 340 million, an increase of Baht 17 million or 5%. This resulted from an investment in Watta Classified Company Limited since Q2/2007. • Inventories are Baht 98 million, a decrease of Baht 15 million because of a decrease of the reserved printing paper for the Thailand YellowPages Book of Teleinfo Media (Public) Company Limited. Furthermore, the Company had Baht 639 million in net goodwill, a decrease of Baht 100 million over 2006. This was due to • A decrease of goodwill amortization of TMC which was resulted from the adjustment of provision from acquisition of investment of TMC Baht 67 million. • The amortization of goodwill - net of the subsidiaries (LoxServe, TMC, ADV and Watta) for year 2007 totaling Baht 69 million. • An increase of the negative goodwill from the additional acquisition of Loxley Information Services Company Limited (“LoxServe”) in 2007, amounting to Baht 13 million. • An increase of goodwill from an acquisition of Watta Classified Company Limited, amounting Baht 81 million. Liabilities and Shareholder’s Equity By the end of 2007, the Company had total liabilities of Baht 743 million, a decrease of Baht 64 million or 8% from the end of 2006, when total liabilities stood at Baht 807 million. This came largely from the impact of the adjustment on provision from acquisition of investment (TMC). Shareholder’s Equity In 2007, the Company had shareholders’ equity of Baht 1,625 million, a decrease of Baht 183 million or 10%. This was due to • Treasury Stock programs: the cumulative number of shares repurchased as at 31 December 2007 totaling Baht 222 million, achieving the maximum amount of the Share Repurchase Project. • 2006 dividend payment (0.14 Baht/share) and 2007 interim payment (0.20 Baht/share) totaling Baht 213 million • Minority interests - net decreased Baht 15 million. This resulted from an additional acquisition of Loxley Information Services Company Limited (“LoxServe”) from the minority shareholders on February 2007 (1.85%) and May 2007 (3.81%) • Net profit for the year increased Baht 261 million • The increase in its share capital to the amount of Baht 6 million due to the exercising of the right in pursuance with the ESOP Program

Themajorassetcomponentscomprisethefollowing: 31 December 2007 31 December 2006 Assets Amout % of tolal Amout % of tolal (MB) Assets (MB) Assets Cash and cash equivalents 713 30 779 30 Trade accounts receivable and accrued income, net 340 14 323 12 Inventories 98 4 113 4 Current assets 1,209 51 1,267 48 PP&E, net 322 14 335 13 Goodwill, net 639 27 739 28 Withholding tax, net 58 2 97 4 Total assets 2,368 100 2,615 100 Trade accounts payable 335 14 306 12 Current liabilities 729 31 675 26 Provision from acquisition of investment - - 121 5 Non current liabilities 14 1 132 5 Total liabilities 743 31 807 31 Total shareholder’ s equity 1,625 69 1,808 69

CS LOXINFO 90

AssetsQuality Accounts Receivable As at 31 December 2007, the Company’s trade accounts receivable and accrued income, net, amounted to Baht 340 million, equivalent to 14% of total assets. The trade accounts receivable comprised of third parties and related parties, represented 88% and 12% of total trade accounts receivable, respectively. The average collection period was 48 days in 2007 Trade Accounts receivable: The Company’s policy of providing credit to customers is divided into two types, as follows:- 1) Internet Access Services Business Trade accounts receivable consist of two types of customer:- 1. Individual customers equal to 17% of total trade accounts receivable, provided with a credit term of 30 days. Average collection period was 31 days in 2007, decreasing from 32 days in 2006. 2. Corporate customers and government agencies equal to 83% of total trade accounts receivable provided with a credit term of 30 - 90 days. Average collection period was of 42 days in 2007, increasing from 40 days in 2006. 2) Publishing the Thailand YellowPages Business Average collection period in year 2007 was 79 days (89 days in 2006). The Company’s credit term policies are base on the billing of each advertiser:- • Less than Baht 35,000 shall be paid in full or within 30 days • More than Baht 35,000 shall be paid in full or in 4 installments 3) Mobile Content Service Business Average collection period in year 2007 was 23 days (24 days in 2006), with a credit term of 30 days. 4) Print Classified Business Trade accounts receivable consist of two types of customer:- 1. Individual customers for 2007 equal to 12% of total trade accounts receivable, decreasing from 20% in 2007, provided with a credit term of 30 - 60 days. Average collection period was 75 days in 2007, decreasing from 103 days in 2006. 2. Corporate customers and government agencies for 2007 equal to 88% of total trade accounts receivable, increasing from 80% in 2006, provided with a credit term of 45 - 120 days. Average collection period was of 78 days in 2007, increasing from 58 days in 2006. Based on the table above, the Company had net trade accounts receivable of Baht 388 million. In addition, the Company had an allowance for doubtful accounts of Baht 59 million or 15% of total trade accounts receivable. In view of the collection history management, believes that the allowances for doubtful account are appropriate.

TradeAccountsreceivableasofDecember31,2007 Overdue period 2007 2006

Unit: Million Baht % Unit: Million Baht % Current 136 35% 82 21% Less than 90 days 63 16% 90 23% 90 - 180 days 29 7% 35 9% 180 - 360 days 93 24% 105 27% Over 360 days 67 18% 74 19% Total trade accounts receivable 388 100% 386 100% Less allowances for doubtful accounts (59) 15% (76) 20% Net trade accounts receivable 329 85% 310 80%

91 CS LOXINFO

Consolidated ended 31 December Company ended 31 December 2007 2006 2007 2006

Net prfit (MB) 261 213 490 190 Basic earnings pershare (Baht) 0.42 0.34 0.80 0.30 Diluted earnings pershare (Baht) 0.42 0.34 0.79 0.30

Liquidity In 2007, the Company’s current ratio was 1.66 times, decreasing from 2006 which it was at 1.88 times. The Company’s quick ratio was 1.45 times, decreasing from 2006 which it was at 1.63 times. The decreases came largely from a decrease of the reserved printing paper for the Thailand YellowPages Book of Teleinfo Media (Public) Company Limited and treasury stock program. The Company’s cash flows from operations amounted to Baht 584 million, a decrease of 17% from last year. This resulted from a decrease of deferred income tax and amortization accounts. The Company’s cash flow from investment was Baht 221 million, increasing by 89% from 2006. This was due to an investment in Watta Classified Company Limited since Q2/2007. The Company also paid dividend and purchased treasury stock totaling Baht 213 million and Baht 222 million in 2007, respectively. Clarification 1. The impact of the adjustment on Provision from acquisition of investment As at 31 December 2007 the Company has an adjustment on provision from acquisition of investment stated at the accompanying financial statements in a total amount of Baht 124.8 million. This provision derived from the purchase of shares from Teleinfo Media Public Company Limited (“TMC”) from TOT. Under the condition of purchasing, the Company has a commitment to pay an additional amount for the shares of Baht 127.5 million to TOT in 2008. (Please see more detail in “Clarification No.4: Investment in TMC”) TMC’s operating results for 1 January 2006 to 31 December 2007 showed revenue of Baht 1,778 million. TMC was unable to generate aggregate total revenue of Baht 2,000 million or more within 31 December 2007. As a result, the Company may not be required to pay the additional share price and has therefore reversed the provision from acquisition of investment in the current quarter. The impacts of this transaction on the accompanying consolidated financial statements as at 31 December 2007 are as follows:- • Balance sheet as of 31 December 2007: The decrease in goodwill Baht 89.6 million and the decrease in provision from acquisition of investment - net Baht 124.8 million. • Statement of income for the year ended 31 December 2007: The increase in net profit Baht 35.2 million. This resulted from the decrease in interest expense and administrative and selling expenses Baht 4.1 million and Baht 7.7 million, respectively, with other income increased by Baht 23.4 million. 2. The effect of change in investment accounting policy Since Q1/2007, the Company has changed the accounting method in recording investments in subsidiaries and associates in separate financial statements from the equity method to cost method as per Thai Accounting Standard No.44. As a consequence, the Company has restated the prior year’s comparative financial statements retrospectively, as if the cost method had always been in use. Therefore, the 2006 comparative figures are prepared on the assumption that the new accounting method has been applied. The Company has recorded the investment in subsidiaries and associates at historical costs in the separate financial statements, which lead to net profit in separate financial statements to be different from those in the consolidated financial statements. The details are as follows:- Moreover, the effect of this change in investment accounting policy will be as follows:- 1. The net profit for the year ending 31 December 2007, presented in separated income statements increased Baht 229 million. This resulted from dividend received from TMC in 2007. 2. Investment in subsidiaries and retain earnings on the balance sheet as at 31 December 2006, presented in separate financial statement, decreased Baht 640 million. The accumulated change from the change in this accounting policy has been presented in “Prior period adjustment” at the statement of separate changes in shareholders’ equity.

CS LOXINFO 92

Nonetheless, this is merely a change in accounting policy for investments in subsidiaries and associates in separate financial statements, not a change in any fundamental factors affecting the Company’s business. 3. Revenue and Cost Recognition Policy of TMC 1. Revenue Recognition of TMC TMC had its main revenue from the sale of advertising space in the Thailand Yellow Pages. According to the General Accepted Accounting Principle (GAAP), TMC recognized revenue of Yellow Pages by the straight-line method, starting from the month the Yellow Pages was issued in the current year to the month it will be issued next year. For 2006 onward, TMC will recognize revenue from the YellowPages in 12 months by the useful life of the telephone directory from 16 January of each year to 15 January of next year. 2. Cost Recognition of TMC The Costs of TMC are mainly derived from direct variable costs, such as the cost of paper used for printing the Yellow Pages. This cost was recognized by the same method of revenue recognition as mentioned above. Fixed costs are recognized when they occur. 4. Investment in TMC

Year issuing Period (month) Started Ended 2006 12 January 16, 2006 January 15, 2007 2007 12 January 16, 2007 January 15, 2008 2008 12 January 16, 2008 January 15, 2009

March 4, 2004 63.25 • 507 June 29, 2005 36.75 • 510 (on transter date) plus • 128 million if TMC earns revenue in 2006 and 2007 combined equal to or higher than Baht 2,000 million within 30 days after the auditor certifies the financial

Date Proportion (%) amout (million Baht)

5. Investment in ADV

ADV also held 70% stakes in Shinee Dot Com (“Shinee”), a mobile content operator (January 2008: ADV held 99.99% stakes in Shinee Dot Com) 6. Investment in Watta

Date Proportion (%) amout (million Baht) April 4, 2006 51.00 17.95 July 29, 2006 9.09 3.20 September 27, 2006 39.91 14.05

April 27, 2007 60.00 88 Date Proportion (%) amout (million Baht)

Total 100.00 35.20

93 CS LOXINFO

The Board of Directors is responsible for CS LoxInfo Public Company Limited’s financialstatements and for CS LoxInfo Public Company Limited and its subsidiaries’ consolidated financialstatements, including the financial information presented in this annual report. The aforementionedfinancial statements are prepared in accordance with generally accepted accounting principles, usingcareful judgment and the best estimation. Important information is adequately and transparentlydisclosedinthenotestofinancialstatementstotheCompany’sshareholdersandinvestors. TheBoardofDirectorshasprovidedandmaintainedariskmanagementsystemandappropriateand efficient internal controls to ensure that accounting records are accurate, have integrity and areadequate to protect its assets anduncoverweakness in order to prevent fraudormaterially irregularoperation. In this regard, theBoardofDirectorshasentrustedanAuditCommittee responsible for reviewtheaccountingpolicyandfinancialreports,reviewinternalcontrols,internalauditandriskmanagementsystem.Suchcommenton these issueshavebeen included in theAuditCommitteeReport,which ispresentedinthisannualreport. Thefinancialstatementsof theCompanyand theconsolidatedfinancialstatementsofCompanyand its subsidiaries have been examined by an external auditor, PriceWaterhouseCoopers ABASLimited. In conducting their audit and to express an opinion in accordancewith generally acceptedauditing standards, theCompany has supported themwith all of theCompany’s records and relateddata.Theauditor’sopinionispresentedintheauditor’sreportaspartofthisannualreport. TheBoardofDirectorsbelievesthattheCompany’soverallinternalcontrolsystemhasfunctionedup to a satisfactory level and rendered credibility and reliability to CS LoxInfo Public CompanyLimited’s financial statements and for the consolidated financial statements of CS LoxInfo PublicCompanyLimitedanditssubsidiariesfortheperiodendedDecember31,2007andthattheyhavebeenpreparedaccordingtogenerallyacceptedprinciplesandrelatedregulations.

Prof. Wongkulpat Snidvongs na Ayudyha, M.D. Chairman of the Board of Directors

Dr. Dumrong Kasaemset Chairman of the Executive Committee

BoardofDirectors’ResponsibilityforFinancialReporting

CS LOXINFO 94

I have audited the accompanying consolidated and companybalance sheets as at31December2007,andtherelatedconsolidatedandcompanystatementsofincome,changesinshareholders’equity,andcashflowsfor theyear thenendedofCSLoxinfoPublicCompanyLimitedand itssubsidiaries,andofCSLoxinfoPublicCompanyLimited,respectively.TheCompany’smanagementisresponsibleforthecorrectnessandcompletenessofinformationinthesefinancialstatements.Myresponsibilityistoexpressanopiniononthesefinancialstatementsbasedonmyaudit.Theconsolidatedandcompanyfinancialstatements(beforerestatement),fortheyearended31December2006ofCSLoxinfoPublicCompanyLimitedanditssubsidiariesandofCSLoxinfoPublicCompanyLimitedwereauditedbytheanother auditor from the same firm asmyself, whose report dated 22 February 2007 expressed anunqualifiedopiniononthosestatements. Iconductedmyaudit inaccordancewithgenerallyacceptedauditingstandards.Thosestandardsrequire that I plan and perform the audit to obtain reasonable assurance aboutwhether the financialstatements are free ofmaterialmisstatement.An audit includes examining, on a test basis, evidencesupportingtheamountsanddisclosuresinthefinancialstatements.Anauditalsoincludesassessingtheaccounting principles used and significant estimatesmade bymanagement, aswell as evaluating theoverall financial statement presentation. I believe that my audit provides a reasonable basis for myopinion. Inmyopinion,theconsolidatedandcompanyfinancialstatementsreferredtoabovepresentfairly,inallmaterialrespects,theconsolidatedandcompanyfinancialpositionasat31December2007,andthe consolidated and company results of operations, and cash flows for the year then ended ofCSLoxinfoPublicCompanyLimitedanditssubsidiaries,andofCSLoxinfoPublicCompanyLimited,respectively,inaccordancewithgenerallyacceptedaccountingprinciples.

Prasit Yuengsrikul Certified Public Accountant (Thailand) No. 4174

PricewaterhouseCoopers ABAS Limited Bangkok

20 February 2008

TotheShareholdersofCSLoxInfoPublicCompanyLimited

Auditor’sReport

95 CS LOXINFO

2007 2006 2007 2006 Restated Notes Baht Baht Baht Baht Assets Current assets Cashandcashequivalents 4 712,899,866 779,013,897 222,134,315 177,706,222 Tradeaccountsreceivableand accruedincome,net 5,33 340,408,830 323,453,089 152,026,756 144,078,202 Amountsduefromrelatedparties 33 558,370 162,010 281,829 420,465 Inventories,net 6 97,985,018 113,342,189 8,626,404 7,180,852 Advancepaymentstoarelatedparty forservices 33 - 8,335,600 - 8,335,600 Othercurrentassets 7 56,761,227 42,372,587 18,490,063 9,387,054 Totalcurrentassets 1,208,613,311 1,266,679,372 401,559,367 347,108,395 Non-current assets Investmentsinsubsidiariesandanassociate -costmethod 8 - - 942,901,379 957,634,703 Investmentsinsubsidiariesandanassociate -equitymethod 8 - 3,692,704 - -Long-terminvestment-other 9 4,706,872 2,550,971 - -Property,plantandequipment,net 10 322,093,137 334,945,437 173,344,003 199,839,850 Equipmentunderconcession agreements,net 11 2,779,291 13,271,670 2,779,291 13,271,670 Intangibleassets,net 12 33,826,835 47,793,346 9,048,839 17,088,490 Goodwill,net 13 639,029,373 739,157,906 - -Deferredtaxassets 14 70,154,648 84,033,394 27,892,221 29,429,152 Withholdingtaxreceivable 58,227,021 97,362,216 21,966,299 47,249,689 Deposits 28,863,963 25,758,958 13,260,863 13,396,423 Totalnon-currentassets 1,159,681,140 1,348,566,602 1,191,192,895 1,277,909,977 Total assets 2,368,294,451 2,615,245,974 1,592,752,262 1,625,018,372

Consolidated Company

BalanceSheetsAsat31December2007and2006

Thenotestotheconsolidatedandcompanyfinancialstatementsonpages102to144areanintegralpartofthesefinancialstatements.


CS LOXINFO 96

2007 2006 2007 2006 Restated Notes Baht Baht Baht Baht Liabilities shareholders’ equity Current liabilities Tradeaccountspayable 33 335,445,794 306,240,416 221,835,675 190,824,854 Otheraccountspayable 33 14,386,207 26,671,846 2,564,872 7,847,041 Amountsduetorelatedparties 33 2,552,614 2,528,056 - 34,884 Currentportionofobligationsunder financiallease 17 717,802 - - -Short-termloanfromarelatedparty 33 12,000,000 - - -Foreigncurrencyforwardcontracts payable,net 34 25,524 706,920 - -Unearnedincomeandadvancesreceived fromcustomers 202,126,245 210,716,347 104,459,368 112,147,539 Accruedexpenses 33 104,678,375 105,367,819 48,368,065 46,074,046 Othercurrentliabilities 16 57,346,073 22,905,382 13,808,497 7,531,081 Totalcurrentliabilities 729,278,634 675,136,786 391,036,477 364,459,445 Non-current liabilities Provisionfromacquisitionofinvestment 18 - 120,765,376 - 120,765,376 Obligationsunderfinanceleases 17 2,542,794 - - -Othernon-currentliabilities 11,349,704 10,908,970 11,034,530 9,694,969 Totalnon-currentliabilities 13,892,498 131,674,346 11,034,530 130,460,345 Total liabilities 743,171,132 806,811,132 402,071,007 494,919,790

CSLoxInfoPublicCompanyLimitedBalanceSheets(Continued)Asat31December2007and2006



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2007 2006 2007 2006 Restated Notes Baht Baht Baht Baht Shareholders’ equity Sharecapital 19 Authorisedsharecapital-ordinaryshares 660,849,474 649,020,074 660,849,474 649,020,074 Issuedandpaid-upsharecapital- ordinaryshares 626,899,344 625,000,000 626,899,344 625,000,000 Premiumonsharecapital 421,625,182 992,141,435 421,625,182 992,141,435 Treasuryshares 29 (222,088,462) - (222,088,462) -Retainedearnings Appropriated Legalreserve 30 24,480,140 45,636,154 24,480,140 45,636,154 Treasurysharereserve 31 222,088,462 - 222,088,462 - Unappropriated 529,046,642 107,301,341 117,676,589 (532,679,007) Totalparent’sshareholders’equity 1,602,051,308 1,770,078,930 1,190,681,255 1,130,098,582 Minorityinterests 32 23,072,011 38,355,912 - -Total shareholder’s equity 1,625,123,319 1,808,434,842 1,190,681,255 1,130,098,582 Total liabilities and shareholders’ equity 2,368,294,451 2,615,245,974 1,592,752,262 1,625,018,372

CSLoxInfoPublicCompanyLimitedBalanceSheets(Continued)Asat31December2007and2006



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StatementsofIncomeFortheyearsended31December2007and2006

2007 2006 2007 2006 Restated Notes Baht Baht Baht Baht Revenues 33 Revenuesfromsalesandservices 2,517,548,093 2,460,375,882 1,403,609,074 1,445,115,051 Otherincome 20 82,148,216 51,842,830 34,815,325 23,840,913 Dividendreceivedfromasubsidiary - - 359,995,993 80,693,310 Shareofnetresultfrominvestments- equitymethod 39,928 18,605 - -Total revenues 2,599,736,237 2,512,237,317 1,798,420,392 1,549,649,274 Expenses 33 Costofsalesandservices 1,381,583,855 1,365,101,046 952,292,337 994,317,061 Sellingandadministrativeexpenses 822,883,729 800,590,040 306,028,592 305,923,038 Directors’remuneration 3,717,696 2,400,000 3,707,696 2,345,000 Lossonforeignexchange 485,994 2,022,458 501,269 434,723 Total expenses 2,208,671,274 2,170,113,544 1,262,529,894 1,303,019,822 Profit before interest expense and income tax 22 391,064,963 342,123,773 535,890,498 246,629,452 Interestexpense 21,33 355,543 5,429,423 257,754 5,425,362 Profit before income tax 390,709,420 336,694,350 535,632,744 241,204,090 Incometax 26 129,979,119 119,158,517 46,029,946 51,304,851 Profit before minority interests 260,730,301 217,535,833 489,602,798 189,899,239 Loss(profit)attributabletominority interests,net 265,011 (4,951,275) - - Net profit for the year 260,995,312 212,584,558 489,602,798 189,899,239 Earnings per share 23 Basicearningspershare 0.42 0.34 0.80 0.30 Dilutedearningspershare 0.42 0.34 0.79 0.30




99 CS LOXINFO


Consolidated(Baht)

StatementsofChangesinShareholders’EquityFortheyearsended31December2007and2006

Issuedand Premium Reserve paid-up onshare Treasury Legal fortreasury Minority sharecapital capital shares reserve shares Retained interests Notes (Note19) (Note19) (Note29) (Note30) (Note31) earnings (Note32) Total Opening balance at 1 January 2006 - as restated 625,000,000 992,141,435 - 35,006,925 - 486,596,012 19,740,143 2,158,484,515 Legalreserve - - - 10,629,229 - (10,629,229) - -Netprofitfortheyear - - - - - 212,584,558 - 212,584,558 Dividendpayment - - - - -(581,250,000) - (581,250,000)Minorityinterestsfrom acquisitionofinvestment - - - - - - 13,664,494 13,664,494 Increaseinminorityinterests duringtheyear - - - - - - 4,951,275 4,951,275 Closing balance as at 31 December 2006 625,000,000 992,141,435 - 45,636,154 - 107,301,341 38,355,912 1,808,434,842 Opening balance at 1 January 2007 625,000,000 992,141,435 - 45,636,154 - 107,301,341 38,355,912 1,808,434,842 Increaseinsharecapital duringtheyear 19 1,899,344 4,026,600 - - - - - 5,925,944 Offsettingthepremiumon sharecapitalandlegal reservewithdeficit 19 - (574,542,853) - (45,636,154) - 620,179,007 - -Increaseintreasuryshares duringtheyear 29 - -(222,088,462) - - - - (222,088,462)Legalreserve 30 - - - 24,480,140 - (24,480,140) - -Reservefortreasuryshares 31 - - - - 222,088,462 (222,088,462) - -Netprofitfortheyear - - - - - 260,995,312 - 260,995,312 Dividendpayment 36 - - - - -(212,860,416) - (212,860,416)Decreaseinminorityinterests fromtheacquisition ofshares 32 - - - - - -(20,890,495) (20,890,495)Increaseinminorityinterests fromacquisitionof investment 32 - - - - - - 5,871,605 5,871,605 Decreaseinminorityinterests duringtheyear 32 - - - - - - (265,011) (265,011)Closing balance as at 31 December 2007 626,899,344 421,625,182(222,088,462) 24,480,140 222,088,462 529,046,642 23,072,011 1,625,123,319 Thenotestotheconsolidatedandcompanyfinancialstatementsonpages102to144areanintegralpartofthesefinancialstatements.

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Company(Baht)

StatementsofChangesinShareholders’Equity(Cont’d) Fortheyearsended31December2007and2006

Issuedand Premium Reserve paid-up onshare Treasury Legal fortreasury Retained sharecapital capital shares reserve shares earnings Minority Total Notes (Note19) (Note19) (Note29) (Note30) (Note31) (Restated) interests (Restated) Opening balance at 1 January 2006 625,000,000 992,141,435 - 35,006,925 - 486,596,012 - 2,138,744,372 Prioryearadjustment 3 - - - - -(617,295,029) - (617,295,029)Opening balance at 1 January 2006 - as restated 625,000,000 992,141,435 - 35,006,925 -(130,699,017) - 1,521,449,343 Legalreserve - - - 10,629,229 -(10,629,229) - -Netprofitfortheyear - - - - - 189,899,239 - 189,899,239 Dividendpayment - - - - -(581,250,000) - (581,250,000)Closing balance as at 31 December 2006 - as restated 625,000,000 992,141,435 - 45,636,154 -(532,679,007) - 1,130,098,582 Opening balance at 1 January 2007 625,000,000 992,141,435 - 45,636,154 - 107,301,341 - 1,770,078,930 Prioryearadjustment 3 - - - - -(639,980,348) - (639,980,348)Opening balance at 1 January 2007 - as restated 625,000,000 992,141,435 - 45,636,154 -(532,679,007) - 1,130,098,582 Increaseinsharecapital duringtheyear 19 1,899,344 4,026,600 - - - - - 5,925,944 Offsettingthepremiumon sharecapitalandlegal reservewithdeficit 19 -(574,542,853) -(45,636,154) - 620,179,007 - -Increaseintreasuryshares duringtheyear 29 - -(222,088,462) - - - - (222,088,462)Legalreserve 30 - - - 24,480,140 -(24,480,140) - -Reservefortreasuryshares 31 - - - - 222,088,462(222,088,462) - -Netprofitfortheyear - - - - - 489,602,798 - 489,602,798 Dividendpayment 36 - - - - -(212,857,607) - (212,857,607)Closing balance as at 31 December 2007 626,899,344 421,625,182(222,088,462) 24,480,140 222,088,462 117,676,589 - 1,190,681,255



101 CS LOXINFO


2007 2006 2007 2006 Restated Notes Baht Baht Baht Baht Net cash flows from operating activities 24 584,279,442 703,551,850 275,143,210 295,569,653 Cash flows from investing activities Increasefromlong-terminvestment-other 2,147,283 (19,817) - -Paymentsforinvestmentinsubsidiaries, netofcashacquired 25 (84,603,309) (16,759,458) (97,946,105) (35,963,998)Proceedsfromreductioninsharecapital ofasubsidiary - - - 256,558,474 Cashreceivedfromtheliquidationofanassociate 8(b) 3,731,722 - 3,731,722 -Dividendreceivedfromasubsidiary 8(b) - - 359,995,993 80,693,310 Paymentsforacquisitionsofproperty, plantandequipment (137,426,638) (105,273,404) (66,210,698) (76,567,706)Paymentsforintangibleassets (9,221,126) (15,198,745) (1,578,817) (2,698,598)Proceedsfromsaleofequipment 1,451,619 20,415,712 309,522 18,314,661 Proceedsfromsaleofintangibleassets 3,000,000 - - - Net cash flows receipt from (used in) investing activities (220,920,449) (116,835,712) 198,301,617 240,336,143 Cash flows from financing activities Repaymentsoffinanceleasesliabilities (452,487) (254,500) - -Proceedsfromincreaseinsharecapital 19 5,925,944 - 5,925,944 -Paymentsfortreasuryshares 29 (222,088,462) - (222,088,462) -Dividendpayment 36 (212,860,416) (581,250,000) (212,857,607) (581,250,000) Net cash used in financing activities (429,475,421) (581,504,500) (429,020,125) (581,250,000)Net increase (decrease) in cash and cash equivalents (66,116,428) 5,211,638 44,424,702 (45,344,204)Cashandcashequivalents,openingbalance 779,013,897 774,028,396 177,706,222 223,232,495 Effectsofexchangeratechanges 2,397 (226,137) 3,391 (182,069) Cash and cash equivalents, closing balance 4 712,899,866 779,013,897 222,134,315 177,706,222 Supplementary information for cash flows: Withholdingtaxdeductatsourceand incometaxpaid 86,444,178 51,115,140 30,144,488 26,718,998 Interestpaid 109,955 4,124 - 63 Non-cash transactions Acquisitionsofequipmentthroughdebts 12,302,527 22,369,086 2,564,872 7,847,041 Acquisitionsofintangibleassetsthroughdebts 2,083,680 4,302,760 - -


CSLoxInfoPublicCompanyLimitedStatementsofCashFlows Fortheyearsended31December2007and2006

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1Generalinformation

CSLoxinfo Public Company Limited (“theCompany”) is a public limited company incorporated andresidentinThailand.TheaddressoftheCompany’sregisteredofficeisasfollows:- 414PhaholyothinRoad,SamSaenNai,Phayathai,Bangkok10400. CSLoxinfoPublicCompanyLimited(“theCompany”)anditssubsidiariesarecollectivelyreferredtoas“theGroup”. The Company is an associate of the Shin Satellite Public Company Limited Group. Shin BroadbandInternet(Thailand)CompanyLimited(asubsidiaryofShinSatellitePublicCompanyLimited)owns43.48%oftheCompany’sshares(takingintoaccounttheeffectoftreasuryshares). TheCompanyhasbeenregisteredasalistedcompanysinceApril2004.TheprincipalactivitiesoftheCompany and its subsidiaries and associate (“theGroup”) are theprovisionof internet data centre services,internet, satellite uplink-downlink services for domestic and international communications, the printing andpublishingoftelephonedirectories,theconductingclassifiedandprintingdirectoriesbusinessesandmobilecontents. TheCompanyenteredintoconcessionagreementswithCATTelecomPublicCompanyLimited(“CAT”)for a period of22 years from 9August 1994 to 8August 2016 to provide satellite uplink-downlink andsatelliteinternetservices,andtoprovideinternetservicesinThailandforaperiodoftenyearsfrom16April1997to15April2007. TheNationalTelecommunicationsCommission(“NTC”)hascurrentresponsibilityforgrantinglicensestoprovideinternetaccessservicesinThailand.TheCompanyanditssubsidiaryoperatethebusinesstoprovideinternetandtelecommunicationservicesunderlicensesgrantedbyNTCasfollows: Type of license Issued Date Period Licenses of the Company InternetOperationLicenseTypeII 26 April 2007 5 years InternetOperationLicenseTypeI 8 September2007 1 year TelecomOperationLicenseTypeI 11 October 2007 1 year TelecomOperationLicenseTypeIII 20 December 2007 15 yearsLicenses of Subsidiary InternetOperationLicenseTypeI 29 June 2007 1 year AccordingtotheconditionsspecifiedbyNTC,iftheauthorisedlicenseeisnotinsignificantviolationoftheconditionsspecifiedinthelicense,NTCwillconsiderrenewingthelicenseasnormalprocedure. CertainequipmentthattheCompanyhasbeenusingisequipmentforwhichthetitlehasbeentransferredtoCATunderaconcessioncontractwhichexpiredon15April2007.TheCompanyiscurrentlyintheprocessofpurchasingtheseassetsfromCATfortheprovisionofinternetservices.ThebookvalueoftheseassetsarepresentedinNote11.

CSLoxInfoPublicCompanyLimitedNotestotheConsolidatedandCompanyFinancialStatements

Fortheyearsended31December2007and2006

103 CS LOXINFO

On 27 April 2007, the Company acquired 120,000 ordinary shares ofWatta Classified CompanyLimited (“Watta”) atBaht733.34 per share, equivalent to60% of the share capital ofWatta.As a result,WattaanditssubsidiarieschangedstatustobetheCompany’ssubsidiariesfromthedateonwhichcontrolwastransferredtotheCompany(Note25). Asat31December2007,theGroupemploys1,400people(2006:997people). TheseconsolidatedandcompanyfinancialstatementswereapprovedforissuebytheBoardofDirectorson20February2008.New Accounting Standards and Amendments to Accounting Standards with the effective date in 2008 The followingnewaccountingstandardsandamendments toaccountingstandardsare revisedandaremandatoryforaccountingperiodsbeginningonorafter1January2008.Amendments to Accounting Standards TASNo.25 “CashFlowStatements” TASNo.29 “Leases” TASNo.31 “Inventory” TASNo.33 “BorrowingCosts” TASNo.35 “PresentationofFinancialStatements” TASNo.39 “AccountingPolicies,ChangesinAccountingEstimatesandErrors” TASNo.41 “InterimFinancialReporting” TASNo.43 “BusinessCombinations” TASNo.49 “ConstructionContracts”New Accounting Standards TASNo.51“IntangibleAssets” TheGroupwillapplythesestandardsandamendmentsfrom1January2008.However,themanagementdetermines that the application of these standards will not have significant impact on the consolidated andcompany financial statements as of 31 December 2007 being presented, except the revised TAS 35“Presentation of Financial Statements” which requires the additional disclosures on critical judgement andestimatesmadebythemanagementandtherevisedTAS43“BusinessCombinations”whichrequiresintangibleassetswithindefiniteusefullifewillnolongerbeamortisedbutbetestedforimpairmentannually.2Accountingpolicies

Theprincipalaccountingpoliciesadoptedinthepreparationoftheseconsolidatedandcompanyfinancialstatementsaresetoutbelow:- 2.1 Basis of preparation TheconsolidatedandcompanyfinancialstatementshavebeenpreparedinaccordancewithThaigenerallyacceptedaccountingprinciplesunder theAccountingActB.E.2543,being thoseThaiAccountingStandardsissued under the Accounting Profession Act B.E. 2547, and the financial reporting requirements of theSecuritiesandExchangeCommissionundertheSecuritiesandExchangeActB.E.2535. The accounting principles appliedmay differ from generally accepted accounting principles adopted in

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other countries and jurisdictions. The accompanying consolidated and company financial statements arethereforenotintendedtopresentthefinancialpositionandresultsofoperationsandcashflowsinaccordancewithjurisdictionsotherthanThailand.Consequently, theseconsolidatedandcompanyfinancialstatementsareonlyaddressedtothosewhoareinformedaboutThaigenerallyacceptedaccountingprinciplesandpractices. Theconsolidatedandcompanyfinancialstatementshavebeenpreparedunderthehistoricalcostconvention. ThepreparationoffinancialstatementsinconformitywithThaigenerallyacceptedaccountingprinciplesrequires management to make estimates and assumptions that affect the reported amounts of assets andliabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and theamountsofrevenuesandexpensesinthereportedyears.Althoughtheseestimatesarebasedonmanagement’sbestknowledgeofcurrenteventsandactions,actualresultsmaydifferfromthoseestimates. Wherenecessary,comparativefigureshavebeenadjustedtoconformwithchangesinpresentationinthecurrentyear. An English version of the consolidated and company financial statements has been prepared from thestatutory financial statements that are in the Thai language. In the event of a conflict or a difference ininterpretationbetweenthetwolanguages,theThailanguagestatutoryfinancialstatementsshallprevail. 2.2 Group accounting - investment in subsidiaries, associates and joint venture • Subsidiary undertakings Subsidiaries are all entities overwhich theGroup has the power to govern the financial and operatingpolicies generally accompanying a shareholding ofmore than one half of the voting rights. Subsidiaries areconsolidatedfromthedateonwhichcontrolistransferredtotheGroupandarenolongerconsolidatedfromthedatethatcontrolceases. Thepurchasemethodofaccounting isused toaccount for theacquisitionofsubsidiariesby theGroup.The cost of an acquisition ismeasured as the fair value of the assets given, equity instruments issued andliabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination aremeasuredinitiallyattheirfairvaluesattheacquisitiondate.Theexcessofthecostofacquisitionoverthefairvalue of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost ofacquisitionislessthanthefairvalueofthenetassetsofthesubsidiaryacquired,thedifferenceisrecognisedasnegativegoodwill.SeeNote2.11 for theaccountingpolicyongoodwill. Intercompany transactions,balancesand unrealised gains on transactions between group companies are eliminated; unrealised losses are alsoeliminated unless costs cannot be recovered.Where necessary, accounting policies of subsidiaries have beenchangedtoensureconsistencywiththepoliciesadoptedbytheCompany. In the Company’s separate financial statements investments in subsidiaries are reported using the costmethodofaccounting. AlistoftheGroup’sprincipalsubsidiariesissetoutinNote8 • Associated undertakings Associates are all entities over which the Group has significant influence but not control, generallyaccompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates areinitiallyrecognisedatcost.Intheconsolidatedfinancialstatementsareaccountedforusingtheequitymethodandusingcostmethodinthecompanyfinancialstatements.TheCompany’sinvestmentinassociatesincludesgoodwillidentifiedonacquisition,netofanyaccumulatedamortisationcost.TheCompany’sshareofthepost-acquisition profits or losses of associates is recognised in the income statement. The cumulative post-acquisition movements are adjusted against the cost of the investment. Unrealised gains or losses ontransactionsbetween theGroup and its associates are eliminated to the extent of theGroup’s interest in the

105 CS LOXINFO

associates;unrealised lossesarealsoeliminatedunless the transactionprovidesevidenceofan impairmentoftheassettransferred.TheGroup’sinvestmentinassociatesincludesgoodwill(netofaccumulatedamortisationofgoodwill)onacquisition.WhentheGroup’sshareoflossesinanassociateequalsorexceedsitsinterestintheassociate,theGroupdoesnotrecognisefurtherlosses,unlessithasincurredobligationsormadepaymentsonbehalfoftheassociate. AlistoftheGroup’sprincipalassociatesissetoutinNote8 2.3 Related parties Enterprisesandindividualsthatdirectly,orindirectlythroughoneormoreintermediaries,control,orarecontrolledby,orareundercommoncontrolwith,theCompany,includingholdingcompanies,subsidiariesandfellow subsidiaries, are related parties of the Company. Associates and individuals owning, directly orindirectly, an interest in the voting power of the Company that gives them significant influence over theenterprise,keymanagementpersonnel,includingdirectorsandofficersoftheCompanyandclosemembersofthefamilyoftheseindividualsandcompaniesassociatedwiththeseindividualsalsoconstituterelatedparties. In considering each possible related party relationship, attention is directed to the substance of therelationship,andnotmerelythelegalform. 2.4 Foreign currency translation Items included in thefinancialstatementsofeachentity in theGrouparemeasured inThaiBaht. TheconsolidatedandcompanyfinancialstatementsarepresentedinThaiBaht. Transactions denominated in foreign currencies are translated into Thai Baht at the rate of exchangeprevailing on the transaction dates.Monetary assets and liabilities at the balance sheet date denominated inforeign currencies are translated intoThaiBaht at the rateof exchangeprevailing at thebalance sheetdate.Gains and losses resulting from the settlement of foreign currency transactions and from the translation ofmonetaryassetsandliabilitiesdenominatedinforeigncurrenciesarerecognisedintheincomestatements. 2.5 Cash and cash equivalents Cashandcashequivalentsarecarried in thebalance sheet at cost.Cashandcashequivalentscomprisecashonhandanddepositsheldatbanks,andothershort-termhighlyliquidinvestmentswithoriginalmaturitiesofthreemonthsorlessfromtheacquisitiondate. 2.6 Trade accounts receivable Trade accounts receivable are carried at the original invoice amount and subsequentlymeasured at theremainingamountlessallowancefordoubtfulreceivablesbasedonareviewofalloutstandingamountsattheyearend.Theamountoftheallowanceisthedifferencebetweenthecarryingamountofthereceivableandtheamountexpectedtobecollectible.Baddebtsarewrittenoffduringtheyearinwhichtheyareidentifiedandrecognisedintheincomestatementassellingandadministrativeexpenses. 2.7 Inventories Inventories are stated at the lower of cost or net realisable value. Cost is determined using the FIFOmethod. The cost of purchase comprises both the purchase price and the costs directly attributable to theacquisitionoftheinventory,suchastaxesandtransportationcharges,lessallattributablediscountsandrebates.Thecostoffinishedgoodsandworkinprogresscomprisesrawmaterials,directlabour,otherdirectcostsandrelatedproductionoverheads,butexcludesborrowingcosts.Netrealisablevalueistheestimateofthesellingpriceintheordinarycourseofbusiness,lessthecostsofcompletionandsellingexpenses.Allowanceismade,wherenecessary,forobsolete,slow-movinganddefectiveinventories.

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2.8 Investments Investmentswith fixedmaturity thatmanagement has the intention and ability to hold tomaturity areclassified as held-to-maturity and are included as non-current assets, except for thosewithmaturitywithin12monthsfromthebalancesheetdate,whichareclassifiedasshort-terminvestmentinundercurrentassets. A test for impairment, the difference between the net disposal proceeds and the carrying amount ischarged or credited to the income statements.On disposal of an investment, the difference between the netdisposalproceedsandthecarryingamountischargedorcreditedtotheincomestatements. 2.9 Property and equipment All property and equipment is initially recorded at cost and subsequently shown at historical cost, lessaccumulateddepreciation.Depreciationiscalculatedusingthestraight-linemethodtowriteoffthecostofeachassetoveritsestimatedusefullifeasfollows:- Leaseholdimprovements 5 years Computerequipment 3-10 years Furnitureandfixtures 5 years Officeequipment 5 years Motorvehicles 5 years Printingequipment 5 years Wherethecarryingamountofanassetisgreaterthanitsestimatedrecoverableamount,itiswrittendownimmediately to its recoverable amount. The estimated recoverable amount is the higher of the anticipated,discountedcashflowsfromthecontinuinguseoftheassetandtheamountobtainablefromthesaleoftheasset,lessanycostofdisposal. Gains and losses on disposal of property and equipment are determined by reference to their carryingamountandaretakenintoaccountindeterminingoperatingprofit. Repairsandmaintenanceexpensesarechargedtotheincomestatementsduringthefinancialyearinwhichthey are incurred.The cost ofmajor renovations is included in the carrying amount of the assetwhen it isprobable that future economic benefits in excess of the originally assessed standard of performance of theexistingassetwillflowtotheGroup.Majorrenovationsaredepreciatedovertheremainingusefullifeoftherelatedassets. 2.10 Equipment under concession agreements Equipment under concession agreements represents, Internet networks, servers, fiber optic networksand other operating equipment, which has been transferred to CAT Telecom Public Company Limitedunderconcessionagreements.Concessionassetsarecarriedatthehistoricalcostlessaccumulatedamortisation.They are amortised using the straight-line method over the shorter of the estimated useful lives of theseassets,rangingfromfivetotenyears,ortheremainingconcessionperiod.Concessionassetsarenotrevalued.The carrying amount of concession assets is reviewed annually and adjusted for impairment where it isconsiderednecessary. 2.11 Intangible assets •Goodwill Goodwill represents theexcessof thecostofanacquisitionover thefairvalueof theGroup’sshareofidentifiableassetsandliabilitiesoftheacquiredsubsidiary,associateorjointventureundertakingatthedateofacquisition.Goodwillonacquisitionsofsubsidiariesandjointventuresisreportedintheconsolidatedbalancesheet as goodwill.Goodwill on acquisitions of associates is included in investments- equitymethod in the

107 CS LOXINFO

consolidated financial statements. Goodwill is amortised using the straight-line method over its estimateduseful life. Management determines the estimated useful life of goodwill based on its evaluation of therespectivecompaniesatthetimeoftheacquisition,consideringfactorssuchasexistingmarketshare,potentialgrowthandotherfactorsinherentintheacquiredcompanies. GoodwillarisingonacquisitionsoftheGroupisamortisedoveraperiodof4-12years. NegativegoodwillrepresentstheexcessofthefairvalueoftheGroup’sshareofthenetassetsacquiredover the cost of acquisition.Negative goodwill is presented under the same balance sheet classifications asgoodwill.Anyremainingnegativegoodwill,notexceedingthefairvaluesofthenon-monetaryassetsacquired,is recognised in the statement of income over the remaining weighted average useful life of those assets;negative goodwill in excess of the fair values of those assets is recognised in the statement of incomeimmediately. NegativegoodwillarisingonacquisitionsoftheGroupisrecognisedoveraperiodoftwoyears. • Intangible assets - other Expenditure on purchased computer software, Internet equipment provided to customers in connectionwithservicesobtainedfromtheCompanyandtherighttopublishbooksiscapitalisedandamortisedusingthestraight-linemethodoveritsusefullifewhichisestimatedbymanagement,atfivetotenyearsforpurchasedcomputersoftwareand,theperiodofeachserviceagreementforInternetequipment.Therighttopublishbooksisamortisedusingthestraight-linemethodoveritsestimatedusefullife,whichmanagementhasdeterminedtobe three years. Intangible assets are not revalued.The carrying amount of each intangible asset is reviewedannuallyandadjustedforimpairmentwhereitisconsiderednecessary. 2.12 Deferred tax The Group and the Company recognised deferred income tax in full, using the liability method, ontemporarydifferencesarisingfromdifferencesbetweenthetaxbaseofassetsandliabilitiesandtheircarryingamounts in the financial statements.Deferred tax assets are recognised to the extent that it is probable thatfuturetaxableprofitwillbeavailableagainstwhichthetemporarydifferencescanbeutilised.Deferredincometaxisprovidedontemporarydifferencesarisingfrominvestmentsinsubsidiaries,associatesandjointventures,exceptwherethetimingofthereversalofthetemporarydifferencecanbecontrolledanditisprobablethatthetemporarydifferencewillnotreverseintheforeseeablefuture.Thetaxrateatthebalancesheetdatewasusedtocalculatethedeferredincometax. 2.13 Employee benefits TheGroupoperatesaprovidentfund,whichisadefinedcontributionplan,theassetsofwhichareheldinaseparate trust fund.Theprovidentfund is fundedbypaymentsfromemployeesandby therelevantGroupcompanies.Contributions to theprovident fundarecharged to thestatementof income in theyear towhichthey relate.However, theGroup does not provide for employment benefits payable to employees under theThaiLabourLaw. WarrantsgrantedtodirectorsandemployeesoftheGrouparerecognisedwhentheyareexercised. 2.14 Provisions ProvisionsarerecognisedwhentheGrouphasapresentlegalorconstructiveobligationasaresultofpastevents,itisprobablethatanoutflowofresourcesembodyingeconomicbenefitswillberequiredtosettletheobligation,andareliableestimateoftheamountoftheobligationcanbemade.WheretheGroupexpectsan

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expenditure item to be reimbursed, the reimbursement is recognised as a separate asset but only when thereimbursementisvirtuallycertain. Provisions aremeasured at the present value of the expenditures expected to be required to settle theobligationusingapre-tax rate that reflects currentmarket assessmentsof the timevalueofmoneyand therisksspecifictotheobligation.Theincreaseintheprovisionduetopassageoftimeisrecognisedasinterestexpenses. 2.15 Revenue recognition Sales are recognised upon delivery of products and customer acceptance. Revenues from renderingservicesandsalesarenetofvalueaddedtaxanddiscounts.Revenuefromsalesofnewspapersandpublishingisnetofvalueaddedtax,discountsandtheestimationofgoodsreturned. Revenues from rendering internet services and services related to the satellite business are recognisedwhen such servicesare rendered tocustomers.All costsof services incurredduring the relevantperiodsaretreatedasperiodcosts. Revenuefromthesaleofadvertisingspaceintelephonedirectoriesisrecognisedonamonthlybasisovertheusefullifeofthetelephonedirectory.Interestincomeisrecognisedasitaccrues,unlesscollectabilityisindoubt.DividendincomeisrecognisedwhentheGroup’srighttoreceivepaymentisestablished. Advancesfromcustomerswillbereleasedtoincomewhentheservicesareprovided. 2.16 Dividends payments DividendsandinterimdividendsarerecordedintheconsolidatedandcompanyfinancialstatementsintheperiodinwhichtheyareapprovedbytheshareholdersandtheBoardofDirectors,respectively. 2.17 Financial instruments Financial instruments carried on the balance sheet include cash and cash equivalents, trade accountsreceivable,amountsduefromrelatedparties,otherinvestment,deposits,tradeaccountspayable,otheraccountspayable, amount due to related parties, obligations under finance lease and borrowings. The particularrecognitionmethodsadoptedaredisclosedintheindividualpolicystatementsassociatedwitheachitem. 2.18 Foreign currency forward contracts ForeigncurrencyforwardcontractsprotecttheGroupfrommovementsinexchangerates. Forwardcontracttransactionsarerecordedasforwardcontractsreceivableorforwardcontractspayableoninception,andtranslatedattheyear-endrate.Unrealisedgainsandlossesontranslationarerecognisedintheincomestatements.Premiumsordiscountsareamortisedintheincomestatementsonastraight-linebasisoverthecontractyears. 2.19 Segment reporting The segment reporting has been prepared based on the Group’s method of internal reporting, whichdisaggregatesitsbusinessbyserviceorproduct. 2.20 Leases - where the Group is the lessee Leases of assets where the Group assumes substantially all the benefits and risks of ownership areclassifiedasfinanceleases.Financeleasesarecapitalisedattheinceptionoftheleaseatthelowerofthefairvalue of the leased assets or the present value of the minimum lease payments. Each lease payment is

109 CS LOXINFO

allocated to theprincipaland to the financechargessoas toachieveaconstant rateon the financebalanceoutstanding.Thecorrespondingrentalobligations,netoffinancecharges,areincludedinotherpayables.Theinterestelementofthefinancechargeischargedtotheincomestatementsovertheleaseperiod.Thepropertyandequipmentacquiredunderfinanceleasingcontractsaredepreciatedovertheshorteroftheestimatedusefullife of the assets or the lease term. However, if there is reasonable certainty that the lessee will obtainownershipbytheendoftheleaseterm,depreciationiscalculatedovertheestimatedusefullifeoftheassets. Leases not transferring a significant portion of the risks and rewards of ownership to the lessee areclassifiedasoperatingleases.Paymentsmadeunderoperatingleases(netofanyincentivesreceivedfromthelessor)arechargedtothestatementofincomeonastraight-linebasisovertheperiodofthelease. Whenanoperating lease is terminatedbefore the leaseperiodhasexpired,anypayment required tobemade to the lessorbywayofpenalty is recognised as an expense in theperiod inwhich termination takesplace. 2.21 Leases - where the Group is the lessor Assets leased out under operating leases are included in property and equipment in the balance sheet.They are depreciated over their expected useful lives on a basis consistentwith similar fixed assets.Rentalincomeisrecognisedonastraight-linebasisovertheleaseterm. 2.22 Impairment of assets Property and equipment and other non-financial assets, including goodwill and intangible assets, arereviewedforimpairmentlosseswhenevereventsorchangesincircumstancesindicatethatthecarryingamountmaynotberecoverable.Animpairmentlossisrecognisedfortheamountbywhichthecarryingamountoftheassetexceedsitsrecoverableamount,whichisthehigherofanasset’snetsellingpriceandvalueinuse.Forthe purpose of assessing impairment, assets are grouped at the lowest level for which there are separatelyidentifiablecashflows(cash-generatingunits).Non-financialassetsotherthangoodwillthathavesufferedanimpairmentarereviewedforpossiblereversaloftheimpairmentateachreportingdate. 2.23 Treasury share WheretheCompanyoritssubsidiariespurchasetheCompany’sequitysharecapitalfromtheshareholders,theconsiderationpaidisrecognisedastreasuryshareandispresentedasareductionfromtotalshareholders’equity until shares are resold or cancelled. Where such shares are subsequently resold or reissued, anyconsiderationreceived-netofrelatedtaxesonsalesispresentedundertheshareholders’equity.3Changeinaccountingpolicy

Change in accounting policy for investments in subsidiaries and associates, presented in the companyfinancialstatements. TheannouncementofFederationofAccountingProfessionson2May2007relatingtoamendments toTAS44“ConsolidatedandSeparateFinancialStatements”,TAS45“InvestmentsinAssociates”andTAS46“Interests in JointVentures” requires the change from the equitymethod to costmethod of accounting forinvestments in subsidiaries, associates and interests in joint ventures, presented in the company financial

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statements.Underthecostmethod,incomefrominvestmentwillberecordedwhendividendsaredeclared.Thenotification ismandatory from 1 January 2007. The change in the accounting policy has an impact to thecompanyfinancialstatementsonlyanddoesnothaveanimpacttotheconsolidatedfinancialstatements. TheGroup has adopted the costmethod commencing from 1 January 2007 by applying retrospectiveadjustments.TheeffectsofthechangesontheCompanyfinancialstatementsfortheyearended31December2006areasfollows:-

Company

Baht Balance sheet as at 31 December 2006 Decreaseininvestmentsinsubsidiariesandanassociate-equitymethod 1,597,615,051 Increaseininvestmentsinsubsidiariesandanassociate-costmethod 957,634,703 Shareholders’equity Decreaseinbeginningbalanceofretainedearnings 617,295,029 Decreaseinclosingbalanceofretainedearnings 639,980,348 Statement of income for the year ended 31 December 2006 Increaseindividendreceiptfromasubsidiary 80,693,310 Decreaseinshareofnetresultsfrominvestments-equitymethod 184,914,763 Decreaseinadministrativeandsellingexpenses(Goodwill) 81,536,134 Decreaseinnetprofit 22,685,319 Decreaseinbasicearningspershare 0.04 Decreaseindilutedearningspershare 0.04

4Cashandcashequivalents

2007 2006 2007 2006 Baht Baht Baht Baht Cashonhand 3,037,722 201,303 71,113 125,139 Currentaccountsandsavingsdeposits heldatcallwithbanks 317,845,006 338,784,405 162,063,202 137,569,379 Fixeddeposits 17,138 16,485 - -Promissorynotes 392,000,000 440,011,704 60,000,000 40,011,704 Total 712,899,866 779,013,897 222,134,315 177,706,222


Theeffectiveinterestratesofdepositsheldwithbanksandpromissorynoteswere 0.125% - 3.15 %perannum (2006: 0.125% - 5.250%perannum).

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5 Tradeaccountsreceivableandaccruedincome,net

2007 2006 2007 2006 Baht Baht Baht Baht Tradeaccountsreceivable: -Thirdparties 347,403,287 318,600,552 131,748,746 107,087,227 -Relatedparties(Note33) 38,706,893 67,148,404 18,335,542 40,256,944Totaltradeaccountsreceivable 386,110,180 385,748,956 150,084,288 147,344,171 Accruedincome: -Thirdparties 8,259,805 12,155,397 3,091,528 3,879,787 -Relatedparties(Note33) 5,990,069 1,354,261 5,990,069 1,354,261 Totalaccruedincome 14,249,874 13,509,658 9,081,597 5,234,048 Totaltradeaccountsreceivableand accruedincome 400,360,054 399,258,614 159,165,885 152,578,219 LessAllowancefordoubtfulaccounts (59,951,224) (75,805,525) (7,139,129) (8,500,017)Totaltradeaccountsreceivableand accruedincome,net 340,408,830 323,453,089 152,026,756 144,078,202

2007 2006 2007 2006 Baht Baht Baht Baht Current 135,947,015 81,816,181 80,163,290 53,200,735 Overduelessthan3months 62,346,311 90,145,758 54,040,548 61,932,565 Overdue3-6months 28,221,789 34,808,485 3,479,114 7,678,213 Overdue6-12months 92,386,381 105,307,360 3,515,645 10,853,708 Overduemorethan12months 67,208,684 73,671,172 8,885,691 13,678,950 386,110,180 385,748,956 150,084,288 147,344,171 LessAllowancefordoubtfulaccounts(59,951,224) (75,805,525) (7,139,129) (8,500,017)Tradeaccountsreceivable,net 326,158,956 309,943,431 142,945,159 138,844,154


Outstanding trade accounts receivable as at 31 December 2007 and 2006 can be analysed by aging asfollows:-


As at31December2007, theGrouphad allowances for doubtful accounts ofBaht59.9million (2006:Baht75.8million)andtheCompany’sallowancesfordoubtfulaccountsofBaht 7.1million(2006:Baht 8.5 million).Based on the collection history,management believes that the allowances for doubtful account aresufficient.

CS LOXINFO 112

7 Othercurrentassets

2007 2006 2007 2006 Baht Baht Baht Baht Prepaidexpenses 38,948,742 29,535,973 14,886,012 6,553,518 Valueaddedtaxrefundable 3,381,140 3,896,423 - -Interestreceivable 824,050 3,553,172 110,666 215,386 Others 13,607,295 5,387,019 3,493,385 2,618,150 Totalothercurrentassets 56,761,227 42,372,587 18,490,063 9,387,054

31 December 31 December 31 December 31 December 2007 2006 2007 2006 Restated Baht ’000 Baht ’000 Baht ’000 Baht ’000 Investment recorded as cost method Investmentinsubsidiaries - - 942,901 957,583 Investmentinanassociate - - - 52 Totalinvestmentrecorded ascostmethod - - 942,901 957,635 Investment recorded as equity method Investmentinanassociate - 3,693 - - Totalinvestอmentrecorded asequitymethod - 3,693 - -

6 Inventories,net

2007 2006 2007 2006 Baht Baht Baht Baht Rawmaterial 44,801,216 54,497,487 118,134 120,765 Workinprocess 43,728,117 53,889,885 1,659,653 2,205,130 Finishedgoods 9,144,579 6,926,851 6,443,460 6,732,940 Supplies 462,800 471,938 462,800 471,938 98,136,712 115,786,161 8,684,047 9,530,773 LessAllowanceforobsoleteinventories (151,694) (2,443,972) (57,643) (2,349,921) Totalinventories,net 97,985,018 113,342,189 8,626,404 7,180,852

8 Investmentsinsubsidiariesandanassociate

a)Investmentsinsubsidiariesandanassociateasat31December2007and2006areasfollows:-




113 CS LOXINFO

Consolidated

(Equitymethod)

Company

(Equitymethod)

For the years ended 31 December 2007 2006 2007 2006 Restated Baht ’000 Baht ’000 Baht ’000 Baht ’000 Openingnetbookvalue -Aspreviousreported 3,693 3,674 - 1,597,615 -Adjustmentfromchangein accountingpolicyfromequity methodtocostmethod(Note3) - - - (1,597,615) Openingnetbookvalue-restated 3,693 3,674 - -Shareofnetresultsfrom investments 40 19 - -Investmentreturnedfrom liquidationofanassociate (3,733) - - -Closingnetbookvalue - 3,693 - -

Consolidated

(Costmethod)

Company

(Costmethod)

For the years ended 31 December 2007 2006 2007 2006 Restated Baht ’000 Baht ’000 Baht ’000 Baht ’000 Openingnetbookvalue -Aspreviousreported - - - - -Adjustmentfromchangein accountingpolicyfromequity methodtocostmethod(Note3) - - 957,635 921,671 Openingnetbookvalue-restated - - 957,635 921,671 Acquisitionofinvestmentin subsidiaries(Note25) - - 97,945 35,964 Reversalofprovisionfrom acquisitionofinvestmentin subsidiary(Note18) - - (112,627) -Investmentreturnedfrom liquidationofanassociate - - (52) -Closingnetbookvalue - - 942,901 957,635

b) Movementsininvestmentsinsubsidiariesandanassociatefortheyearsended31December2007and 2006areasfollows

CS LOXINFO 114

Loxley Information Services Company Limited On 2 February 2007, the Company acquired 480,000 ordinary shares and 3,600 ordinary shares in Loxley InformationServicesCompanyLimited(“Loxserv”)fromCATTelecomPublicCompanyLimitedanditsemployeesrespectivelyatBaht12.90pershare,representing1.86%ofthepaid-upsharecapital,atatotalpriceofBaht6.2million.On10May2007, theCompanyacquired991,593ordinarysharesinLoxservfromPointAsiaDotCom(Thailand)CompanyLimitedatBaht2.02pershare(theprice is in linewith theconditionstated insharespurchaseagreemententered in2002betweenPointAsiaDotCom(Thailand)CompanyLimitedandtheCompany)totallingBaht2millionorequivalentto3.81%ofthepaid-upsharecapitalofLoxserv.Asaresult of this acquisition, the Company owns 99.86% of Loxserv. Negative goodwill recognised from the acquisition of theseordinarysharesinLoxservofBaht12.7millionisamortisedusingthestraight-linemethodoveritsestimatedusefullifeoffouryears.ThisestimatedusefullifeisconsistentwiththeamortisationperiodapplicabletotheremaininggoodwillofLoxservcarriedforwardfrompriorperiods(Note25(b)). Watta Classified Company Limited On27April2007,theCompanyacquired120,000ordinarysharesinWattaClassifiedCompanyLimited(“Watta”)atBaht733.34pershare,equivalentto60%ofthesharecapitalofWatta,atatotalpriceofapproximatelyBaht89.7million.Asaresult,WattaanditssubsidiarieschangedtheirstatustobecometheCompany’ssubsidiariesfromthedateonwhichcontrolwastransferredtotheCompany(Note25(a)). AD Venture Company Limited On27April2007,theextraordinaryshareholders’meetingofADVentureCompanyLimitedNo.1/2550passedaresolutiontoapproveareduction in theregisteredsharecapitalofADVentureCompanyLimitedbyBaht378.03million(fromBaht550milliontoBaht171.97million)bydecreasing37.80millionordinarysharestooffsetagainsttheremainingdeficits.Thereductionin theregisteredsharecapitalwasregisteredwith theMinistryofCommerceon29August2007.Thechangedoesnothaveanimpactonthepercentageofshareholdinginthissubsidiary. Shineedotcom Company Limited On 27 April 2007, the extraordinary shareholders’ meeting of Shineedotcom Company No. 1/2550 passed a resolutionto approve a reduction in the registered share capital of ShineedotcomCompanyLimited byBaht110million (fromBaht190milliontoBaht80million)bydecreasing11millionordinarysharesfromeachshareholderattheproportionoftheirshareholdingtooffsetagainsttheremainingdeficits.ThereductionintheregisteredsharecapitalwasregisteredwiththeMinistryofCommerceon29August2007.Thechangedoesnothaveanimpactonthepercentageofshareholdinginthissubsidiary. Teleinfo Media Public Company Limited On25May2007,attheannualordinaryshareholders’meetingofTeleinfoMediaPublicCompanyLimited,theshareholderspassed a resolution to approve a dividend payment ofBaht17.29 per share totallingBaht300million.The dividendwas paidon18June2007. AttheBoardofDirectorsmeetingofTeleinfoMediaPublicCompanyLimitedon24August2007,aresolutionwaspassedto approve the interim dividend payment of Baht 1.73 per share totalling Baht 30 million. The Company paid the dividendon20September2007. At theBoard ofDirectorsmeeting of TeleinfoMedia PublicCompanyLimited on23November2007, a resolutionwaspassedtoapprovetheinterimdividendpaymentofBaht1.73persharetotallingBaht30million.TheCompanypaidthedividendon21December2007. CS Loxinfo Solutions Company Limited On15June2007,theextraordinaryshareholders’meetingNo.2/2007ofCSLoxinfoSolutionsCompanyLimitedpassedaresolutiontoapprovetheliquidationreportandon19June2007,CSLoxinfoSolutionsCompanyLimitedobtainedapprovalfromtheMinistryofCommercefortheliquidation.Uponthecompletionoftheliquidation,CSLoxinfoSolutionsCompanyLimitedhadremainingcashofBaht8.06million,whichwouldbereturnedtoitsshareholdersatBaht161.13pershare.On31July2007,theCompanyreceivedthereturnoninvestmentofBaht3.73million. Comchat Company Limited, Decode Company Limited and Idea Maker Company Limited On12November2007andon30November2007,theextraordinaryshareholders’meetingofComchatCompanyLimited,DecodeCompanyLimitedandIdeaMakerCompanyLimited,passedresolutionstoapprovetheirliquidation.ThesecompanieswereregisteredforliquidationwiththeMinistryofCommerceon30November2007.

b)Movementsininvestmentsinsubsidiariesandanassociatefortheyearsended31December2007and 2006areasfollows(Cont’d):

115 CS LOXINFO

%ofholding

31 December 31 December Country Currency 2007 2006 Subsidiaries LoxleyInformationServices ProvidingInternet CompanyLimited services Thailand Baht 99.86 94.19 TeleinfoMediaPublicCompanyLimited Publishingtelephone directoriesand advertising Thailand Baht 100.00 100.00 ADVentureCompanyLimited Holdingcompanyin mobilecontentsbusiness Thailand Baht 100.00 100.00 WattaClassifiedCompanyLimited Conductingclassifiedand printingdirectoriesbusinesses Thailand Baht 60.00 -Associate CSLoxinfoSolutionsCompanyLimited Liquidation Thailand Baht - 44.99 Subsidiaries of AD Venture CompanyLimited Group Shineedotcom Providingmobilecontents Thailand Baht 70.00 70.00 CompanyLimited HunsaDotComCompanyLimited Banneradvertising Thailand Baht 100.00 100.00 SodamagCorpCompanyLimited Banneradvertising Thailand Baht 100.00 100.00 Subsidiaries of Watta ComchatCompanyLimited Inprocessofliquidation Thailand Baht 99.94 - DecodeCompanyLimited Inprocessofliquidation Thailand Baht 99.93 - IdeaMakerCompanyLimited Inprocessofliquidation Thailand Baht 99.97 -

Name Business

c)Thedetailsofinvestmentsinsubsidiariesandanassociatecanbesummarisedasfollows:-

CS LOXINFO 116

Paid-up % of capital Investment At cost Subsidiaries: LoxleyInformationServicesCompanyLimited 260,100 99.86 254,533 TeleinfoMediaPublicCompanyLimited 173,534 100.00 562,695 ADVentureCompanyLimited 171,970 100.00 35,965 WattaClassifiedCompanyLimited 20,000 60.00 89,708 Total 942,901

Paid-up % of capital Investment At cost Subsidiaries: LoxleyInformationServicesCompanyLimited 260,100 94.19 246,297 TeleinfoMediaPublicCompanyLimited 173,534 100.00 675,322 ADVentureCompanyLimited 550,000 100.00 35,964 Total 957,583 Associate: CSLoxinfoSolutionsCompanyLimited 5,000 44.99 52 Total 957,635

Company-31December2006(Baht’000)

(Costmethod)

Restated

d)Carryingvaluesofinvestmentsinsubsidiariesandanassociateareasfollows:- Paid-up % of capital Investment At cost Equity Associate: CSLoxinfoSolutionsCompanyLimited 5,000 44.99 52 3,693

Consolidated-31December2006(Baht’000)

(Equitymethod)

Company-31December2007(Baht’000)

(Costmethod)

117 CS LOXINFO

2007 2006 2007 2006 Baht Baht Baht Baht Timedepositswithbank 1,706,872 2,550,971 - -Governmentbonds 3,000,000 - - -TotalLong-terminvestment-other 4,706,872 2,550,971 - -

Consolidated(Baht)

10Property,plantandequipment,net


Theweightedaverageeffectiveinterestrateoftimedepositsandgovernmentbondsfromthebankwas2.5% and5.5%perannum(2006: 1.25% perannum).Asat31December2007, timedepositsofBaht1.71million(2006:Baht2.55million)hasbeenpledgedascollateralinrespectofbankguaranteesinrespectofbusiness.

Furniture, Land and fixtures leasehold Computer and office Printing Assets under improvement equipment equipment equipment installation Total As at 31 December 2006 Cost 27,456,718 981,659,629 330,605,080 179,725,721 4,682,533 1,524,129,681 LessAccumulated depreciation (12,012,563)(784,788,022)(264,088,521)(128,295,138) - (1,189,184,244)Netbookvalue 15,444,155 196,871,607 66,516,559 51,430,583 4,682,533 334,945,437 Transactions during the year ended 31 December 2007 Openingnetbookvalue 15,444,155 196,871,607 66,516,559 51,430,583 4,682,533 334,945,437 Additions 6,323,370 93,426,537 18,367,032 5,887,405 3,355,735 127,360,079 Increasefromacquisitionofinvestment(Note25) 3,760,514 - 10,106,739 - - 13,867,253 Write-offs,net - (151,417) (65,867) - - (217,284)Disposals,net - (227,307) (858,557) - - (1,085,864)Assetsforsales (205,946) - (1,339,520) - - (1,545,466)Transfers,net - (6,938,273) 496,731 2,483,357 (6,810,149) (10,768,334)Depreciation (5,437,697) (74,399,411) (41,143,866) (19,481,710) - (140,462,684)Closingnetbookvalue 19,884,396 208,581,736 52,079,251 40,319,635 1,228,119 322,093,137 As at 31 December 2007 Cost 37,280,0871,048,139,354 349,885,901 188,096,483 1,228,119 1,624,629,944 LessAccumulated depreciation (17,395,691)(839,557,618)(297,806,650)(147,776,848) -(1,302,536,807)Netbookvalue 19,884,396 208,581,736 52,079,251 40,319,635 1,228,119 322,093,137

9 Long-terminvestment-other

CS LOXINFO 118

Company(Baht)

Furniture, Land and fixtures leasehold Computer and office Assets under improvement equipment equipment installation Total As at 31 December 2006 Cost 1,902,881 659,590,778 109,643,013 3,543,289 774,679,961 LessAccumulateddepreciation (1,902,869) (501,514,292) (71,422,950) - (574,840,111) Netbookvalue 12 158,076,486 38,220,063 3,543,289 199,839,850 Transactions during the year ended 31 December 2007 Openingnetbookvalue 12 158,076,486 38,220,063 3,543,289 199,839,850 Additions 3,540,595 46,331,355 10,255,223 801,356 60,928,529 Write-offs,net - (151,417) (34,305) - (185,722) Disposals,net - (94,467) (220,521) - (314,988) Transfers,net - (6,938,273) 496,731 (4,326,792) (10,768,334) Depreciation (163,269) (53,571,085) (22,420,978) - (76,155,332) Closingnetbookvalue 3,377,338 143,652,599 26,296,213 17,853 173,344,003 As at 31 December 2007 Cost 5,443,476 688,833,177 113,960,294 17,853 808,254,800 LessAccumulateddepreciation (2,066,138) (545,180,578) (87,664,081) - (634,910,797) Netbookvalue 3,377,338 143,652,599 26,296,213 17,853 173,344,003

2007 2006 Baht ’000 Baht ’000 Cost-capitalisedfinanceleasedassets 4,629 -Accumulateddepreciation (1,714) -Netbookvalue 2,915 -

Consolidated

Theleasedassetsincludedabove,wheretheGroupisalesseeunderafinanceleasearevehicles,whichasfollows:-

Asat31December2007,thebookvalueoffullydepreciatedequipment,whichisstillinuse,isasfollows:-

Asat31December2006 926,891 379,804 Asat31December2007 1,081,981 620,303


Baht ’000 Baht ’000

119 CS LOXINFO

Baht Baht

As at 31 December 2006 Cost 201,293,608 201,293,608 LessAccumulatedamortisation (188,021,938) (188,021,938) Netbookvalue 13,271,670 13,271,670 Transactions during the year ended 31 December 2007 Openingnetbookvalue 13,271,670 13,271,670 Transfers,net 10,768,334 10,768,334 Amortisationcharges (21,260,713) (21,260,713) Closingnetbookvalue 2,779,291 2,779,291 As at 31 December 2007 Cost 212,061,814 212,061,814 LessAccumulatedamortisation (209,282,523) (209,282,523) Netbookvalue 2,779,291 2,779,291


11Equipmentunderconcessionagreements,net

Baht Baht

As at 31 December 2006 Cost 95,135,900 27,037,123 Less Accumulatedamortisation (30,540,119) (9,948,633) Accumulatedimpairmentloss (16,802,435) -Netbookvalue 47,793,346 17,088,490 Transactions during the year ended 31 December 2007 Openingnetbookvalue 47,793,346 17,088,490 Additions 7,002,046 1,578,817 Disposals,net (1,906,852) -Write-offs,net (3,629,008) (3,629,008) Amortisationcharges (15,432,697) (5,989,460) Closingnetbookvalue 33,826,835 9,048,839 As at 31 December 2007 Cost 90,868,213 20,346,205 LessAccumulatedamortisation (40,238,943) (11,297,366) Accumulatedimpairmentloss (16,802,435) -Netbookvalue 33,826,835 9,048,839

12Intangibleassets,net


CS LOXINFO 120

13Goodwill

Consolidated(Baht)

Goodwill Negative goodwill Total As at 31 December 2006 Cost 941,331,224 (10,769,595) 930,561,629 LessRecognition/accumulatedamortisation (194,316,153) 2,912,430 (191,403,723) Netbookvalue 747,015,071 (7,857,165) 739,157,906 Transactions during the year ended 31 December 2007 Openingnetbookvalue 747,015,071 (7,857,165) 739,157,906 Increasefromacquisitionofinvestment -NegativegoodwillfromLoxserv(Note25) (12,651,476) - (12,651,476) -GoodwillfromWatta(Note25) 80,899,677 - 80,899,677 Negativegoodwillfromsubsidiariesin Wattagroup(Note25) - (2,455,663) (2,455,663)Reversalofprovisionfromacquisitionofinvestment,net(Note18) (97,269,142) - (97,269,142) Recognition/amortisationcharges-net (77,295,444) 8,643,515 (68,651,929) Closingnetbookvalue 640,698,686 (1,669,313) 639,029,373 As at 31 December 2007 Cost 912,310,283 (13,225,258) 899,085,025 LessRecognition/accumulatedamortisation (271,611,597) 11,555,945 (260,055,652) Netbookvalue 640,698,686 (1,669,313) 639,029,373

As at31December2007, an impairment loss in respect of intangible assets amounting toBaht16.8million in the subsidiary has been recognised because the anticipated net discounted cash flow from thecontinuing use of the asset is less than the carrying amount of this asset. The subsidiary has used thediscountedrateof12%perannumtocalculatethenetfuturecashflow.

121 CS LOXINFO

14Deferredtaxassets

Deferred income taxes are calculated in full on temporary differences based on the liabilitymethod using aprincipaltaxrateof25%forthecompanyfinancialstatements (2006: 25%)and25% - 30% fortheconsolidatedfinancialstatements (2006: 25% - 30%). Deferredtaxassetsfortaxlosscarriedforwardarerecognisedtotheextentthatitisprobablethatfuturetaxableprofitwillbeavailableagainstwhichthetemporarydifferencescanbeutilised.Thesubsidiarieshavetaxlosscarriedforwardtooffsetfuturetaxableincome,whichisnotrecognisedintheconsolidatedfinancialstatementsasfollows:- Expired year Million Baht

2007 33 2008 21 2009 39 2010 54 2011 221 2012 3 Total 371

Themovementindeferredtaxassetsfortheyearended31December2007isasfollows:-

Consolidated(Baht)

Fortheyearended31December2007

Unearned Recognition income of income Allowance for Allowance for and advances and cost Deferred tax Loss carried doubtful obsolete received from of telephone assets forward accounts inventories customers books Depreciation Total Openingbalance 18,107,922 21,427,742 615,695 22,954,615 12,685,620 8,241,800 84,033,394 Increasefrom acquisitionof investment - 2,915,164 - 1,380,284 - - 4,295,448 Chargedtostatement ofincome (14,143,053) (7,711,569) (573,070) (1,870,715) 4,852,421 1,271,792 (18,174,194) Closingbalance 3,964,869 16,631,337 42,625 22,464,184 17,538,041 9,513,592 70,154,648

Consolidated(Baht)


Unearned Recognition income of income Allowance for Allowance for and advances and cost Deferred tax Loss carried doubtful obsolete received from of telephone assets forward accounts inventories customers books Depreciation Total Openingbalance 114,566,748 28,774,135 353,983 34,545,203 12,298,167 6,435,523 196,973,759 Chargedtostatement ofincome (96,458,826) (7,346,393) 261,712 (11,590,588) 387,453 1,806,277 (112,940,365) Closingbalance 18,107,922 21,427,742 615,695 22,954,615 12,685,620 8,241,800 84,033,394

CS LOXINFO 122

Company(Baht)


Company(Baht)


Unearned income Loss Allowance Allowance and advances carried for doubtful for obsolete received from Deferred tax assets forward accounts inventories customers Depreciation Total Openingbalance 30,305,230 7,283,744 325,768 33,219,791 3,381,318 74,515,851 Chargedtostatement ofincome (30,305,230) (5,158,739) 261,712 (10,345,531) 461,089 (45,086,699) Closingbalance - 2,125,005 587,480 22,874,260 3,842,407 29,429,152 Deferredincometaxassetsandliabilitiesareoffsetforthepurposeoffinancialstatementpresentationwhenthereisalegallyenforceablerighttooffsettheincometaxesleviedbythesametaxationauthority.

Unearned Allowance income for Allowance and advances doubtful for obsolete received from Deferred tax assets accounts inventories customers Depreciation Total Openingbalance 2,125,005 587,480 22,874,260 3,842,407 29,429,152 Chargedtostatementofincome (340,222) (573,070) (1,084,728) 461,089 (1,536,931) Closingbalance 1,784,783 14,410 21,789,532 4,303,496 27,892,221

15Creditfacilities

Theavailablecreditfacilitiesforborrowingsfrombanks,asat31December2007areBaht585million(31December2006:Baht585million).

16Othercurrentliabilities

2007 2006 2007 2006 Baht Baht Baht Baht Othertaxes 37,354,523 9,106,749 12,311,924 6,085,465 Retention 2,034,500 3,734,500 - -Otherpayables 17,957,050 10,064,133 1,496,573 1,445,616 Totalothercurrentliabilities 57,346,073 22,905,382 13,808,497 7,531,081


123 CS LOXINFO

18Provisionfromacquisitionofinvestment

On29 June2005, theCompanyacquiredanadditional25.51millionordinaryandpreferred shares inTeleinfo Media Public Company Limited (“TMC”) at Baht 25 per share (representing a 36.75%shareholding) fromTOTPublicCompanyLimited (“TOT”).The acquisitionwas subject to the followingsignificantconditions:- •On29June2005,theCompanypaidanamountofBaht20persharetopurchasetheseshares. •The Companywill pay TOT an additional Baht 5 per share if TMC achieves an aggregate total revenuefromthefiscalyear2006to2007ofBaht2,000millionormore.Thepaymentisduewithin 30daysafterTMC’sfinancialstatementsfortheyearending31December2007areapprovedbya certifiedpublicaccountantauthorisedbytheSecuritiesandExchangeCommission. TMC’s aggregate total revenue for the period from 1 January 2006 to 31 December 2007 was Baht1,813 million which is below Baht 2,000 million. As a result, the Company is not required to pay theadditional share price and has therefore reversed the provision from acquisition of investment that wasrecognisedinthepast. Thedetailsofprovisioncanbeshownasfollows:-

For the years ended 31 December 2007 2006 2007 2006 Baht Baht Baht Baht Openingbalance 120,765,376 115,340,077 120,765,376 115,340,077 Interestchargeduringtheyear 2,712,650 5,425,299 2,712,650 5,425,299 Reversal: Decreaseingoodwill (97,269,142) - - - Reversalofinterestcharge (2,712,650) - (2,712,650) - Decreaseininvestmentsinsubsidiaries - - (112,627,427) - Increaseinotherincome (23,496,234) - (8,137,949) -Closingbalance - 120,765,376 - 120,765,376

31 December 31 December 2007 2006 Baht Baht Notlaterthan1year 849,540 -Laterthan1yearbutnotlaterthan5years 2,656,393 -LessFuturefinanceinterestexpenseon financeleases (245,337) -Presentvalueoffinanceleaseliabilities 3,260,596 - Current Financeleasespayables 717,802 -Non-current Financeleasespayables 2,542,794 -Total 3,260,596 - Theinterestratesaccordingtocontractsofobligationunderfinanceleaseswerebetween 3.15% - 6.80% perannum.

Consolidated 17Obligationsunderfinanceleases


CS LOXINFO 124

TheCompany’sregisteredsharecapitalasat31December2007comprised661millionordinaryshares(31December2006:649million shares)ofBaht1 each (31December2006:Baht1 each).627millionordinaryshareswerefullypaid-up(31December2006:625millionordinaryshares). AttheBoardofDirectors’meetingoftheCompanyon22February2007,theBoardofDirectorspasseda resolution to recommend to shareholders the payment of dividends for the second half of 2006. Theproposeddividendwasgreaterthan50%ofthenetprofitaftertax.Asaresult,theexerciseratioandexercisepriceofthewarrantsundertheESOPschemes(GrantItoGrantIV)wouldbeaffected.HencetheCompanychangedtheexerciseratioandexercisepriceofthewarrantsasdetailedbelow,effectivefrom28March2007onwards.Theshareholderssubsequentlyapprovedsuchdividendpaymenton23April2007(Note36).


19Sharecapitalandpremiumonsharecapital

Number of Ordinary Premium on shares shares share capital Total Shares Baht Baht Baht Issued and paid-up share capital Asat31December2006 625,000,000 625,000,000 992,141,435 1,617,141,435 Increaseduringtheyear 1,899,344 1,899,344 4,026,600 5,925,944 Offsettingthepremiumonsharecapital withdeficit - - (574,542,853) (574,542,853)Asat31December2007 626,899,344 626,899,344 421,625,182 1,048,524,526

Exerciseratio Exerciseprices

unit:share Baht/unit

Former New Former New ESOP-GrantI 1 : 1.22090 1 : 1.24101 7.371 7.252 ESOP-GrantII 1 : 1.22090 1 : 1.24101 7.610 7.487 ESOP-GrantIII 1 : 1.19881 1 : 1.21856 5.780 5.686 ESOP-GrantIV 1 : 1.12898 1 : 1.14758 3.171 3.120

125 CS LOXINFO

At the annual ordinary shareholders meeting of the Company held on 23 April 2007, the shareholderspassedaresolutiontoapprovetheoffsetoflegalreserveofBaht45.6millionandpremiumonsharecapitalofBaht574.5million, totallingBaht620.1millionwithdeficit.Theoffset isallowedunder thePublicLimitedCompaniesActsection119;whichstates“Whereapprovaloftheshareholdermeetinghasbeenobtained,thecompanymaytransferthereservefundreferredtopremiumonshare,thereservefundreferredtolegalreserveorotherreservestocompensateforthedeficitofthecompany”. At the annual ordinary shareholders meeting of the Company held on 23 April 2007, the shareholderspassed a resolution to approve the allocation of 8,354,400 ordinary shares, equivalent to 1.34% of theCompany’stotalissuedandpaid-upsharecapitalasatthedatethewarrantsallocationwasapproved,underanESOPscheme(GrantV),bygrantingwarrantstodirectorsandemployeesoftheCompanyanditssubsidiary.Theexerciseratioisonewarrantperordinaryshare.Thewarrantsareinregisteredformandarenon-transferable.The term of the warrants does not exceed five years from the date on which they were granted, and thewarrants havenoofferingprice.The exerciseprice is theweighted-average closingpriceof theCompany’sshares tradedon theStockExchangeofThailandduring theperiodof30 daysprior to the annual ordinaryshareholdersmeetingheldon23April2007.One-thirdoftheallocatedwarrantsmaybeexercisedtopurchaseordinaryshares,oneyearfromthegrantdateforthefirstexercise,andtwoyearsandthreeyearsfromthegrantdate for the second and third exercises, respectively. On 24 May 2007, the Securities and ExchangeCommission approved the Company’s ESOP scheme (Grant V). The issue and grant of these warrantson30May2007wassubsequentlyratifiedandapprovedbytheExecutiveCommitteeoftheCompanyon22June2007. Inaddition,themeetingalsopassedaresolutiontoapproveanincreaseintheCompany’sregisteredsharecapitalfrom649,020,074ordinaryshares,ataparvalueofBaht1eachto660,849,474ordinaryshares,atapar value of Baht 1 each by increasing 11,829,400 additional ordinary shares. These additional 3,475,000shares are to be allocated to support warrants from the change in exercise ratios under ESOPGrant I toGrantIVandtheremaining8,354,400sharesaretobeallocatedtosupportwarrantsissuingtoitsdirectorsandemployeesunderESOPGrantV.TheCompanyregisteredtheincreaseintheregisteredsharecapitalwiththeMinistryofCommerceon28June2007. ThedetailsofthewarrantsoftheCompanyasat31December2007areasfollows:-

ESOP-GrantI 14May2004 3,096,300 1:1.24101 7.252 30May2004 30April2009 ESOP-GrantII 16May2005 2,213,700 1:1.24101 7.487 30May2005 30April2010 ESOP-GrantIII 31May2005 8,559,100 1:1.21856 5.686 31May2006 30May2010 ESOP-GrantIV 31May2006 8,354,300 1:1.14758 3.120 31May2007 30May2011 ESOP-GrantV 30May2007 8,354,400 1:1 3.580 30May2008 29May2012

Before

dilution

Exercise

prices

(Baht/unit)

Issued

dates

Issued

units

Exercise

ratio

(unit:share) First

Exerciseperiod

Last

CS LOXINFO 126

Fortheyearended31December2007(’000units)

MovementsinthenumberofoutstandingwarrantsundertheESOPschemeareasfollows:-

ESOP ESOP ESOP ESOP ESOP - Grant I - Grant II - Grant III - Grant IV - Grant V Employees Employees Employees Employees Employees Grand Total Openingbalance 3,096 2,214 8,559 8,354 - 22,223 Issueduringtheyear - - - - 8,354 8,354 Exerciseduringtheyear - - - (1,655) - (1,655)Closingbalance 3,096 2,214 8,559 6,699 8,354 28,922 Compensationcostsrelatedtothewarrantsarenotrecognisedinthesefinancialstatementsforthefairvalueofthenon-exercisedwarrantsgranted. From 30 May 2007 to 30 November 2007, the Company received cash proceeds from the issuance of1,899,344ordinarysharesatapriceofBaht3.12pershare,beingtheparvalueoftheordinarysharesofBaht1,899,344 and share premium of Baht 4,026,600. This issuance of the ordinary shares was the exercise of1,655,100 units ofESOPGrant IV.These shareswere registered as issued and paid-up share capitalwith theMinistryofCommerceandtheStockExchangeofThailandduring6June2007to7December2007.


20Otherincome

2007 2006 2007 2006 Baht Baht Baht Baht Managementfeeincome - - 3,381,953 5,045,575 Interestincome 21,880,447 28,642,995 5,009,131 10,576,167 Refundablewithholdingtax - 3,717,235 - -Reversalofprovisionfromacquisitionofinvestment (Note18) 23,496,234 - 8,137,949 -Investmentreturnedfromliquidationofanassociate (Note33) - - 3,679,722 -Othersincome 36,771,535 19,482,600 14,606,570 8,219,171 Totalotherincome 82,148,216 51,842,830 34,815,325 23,840,913

127 CS LOXINFO

21Interestexpenses

2007 2006 2007 2006 Baht Baht Baht Baht Relatedparties(Note33) 245,589 - 257,754 -Bankborrowings - 63 - 63 Financeleases 109,954 4,061 - -Provisionfromacquisitionofinvestment(Note18) - 5,425,299 - 5,425,299 Totalinterestexpenses 355,543 5,429,423 257,754 5,425,362

The following expense,classified by nature, have been charged in arriving at the operating profit beforeinterestexpense:-

2007 2006 2007 2006 Restated Baht Baht Baht Baht Operatingleasesrental 293,963,733 302,801,770 257,217,785 270,533,772 Staffcosts 396,674,080 354,735,048 169,573,487 164,529,502 Depreciationofpropertyandequipment(Note10) 140,462,684 140,125,411 76,155,332 83,297,840 Amortisationofequipmentunder concessionagreements(Note11) 21,260,713 33,473,851 21,260,713 29,285,024 Recognition/amortisationofgoodwill-net (includedinsellingandadministrativeexpenses) (Note13) 68,651,929 81,536,134 - -Amortisationofintangibleassets(Note12) 15,432,697 12,732,431 5,989,460 4,785,858



22Operatingprofitbeforeinterestexpenseandincometaxexpense

CS LOXINFO 128


Basic earnings per share is calculated by dividing the net profit for the year attributable to ordinaryshareholders by the weighted average number of ordinary shares by excluding treasury shares, whichwereissuedandpaidupduringtheyear. Forthedilutedearningspershare,theweightedaveragenumberofordinarysharesinissueisadjustedtoassumeconversionofallpotentialdilutiveordinaryshares,whichistheweightedaveragenumberofordinarysharesbyexcludingtreasuryshares,whichwereissuedandpaidupduringtheyearandtheweightedaveragenumberofordinaryshareswhichwouldbeissuedontheconversionofallthedilutivepotentialordinarysharesinto ordinary shares. The assumed proceeds from the exercise of ESOPwould be considered to have beenreceivedfromtheissueofsharesatfairvalue.TheserepresentshareoptionswheretheexercisepriceislessthantheaveragemarketpriceoftheCompany’ssharesfortheyearended31December2007. Basicanddilutedearningspershareareasfollows:-

2007 2006 2007 2006 Restated Netprofit(Baht) 260,995,312 212,584,558 489,602,798 212,584,558 -Aspreviouslyreported -Prioryearadjustment(Note3) - - - (22,685,319) -Asrestated 260,995,312 212,584,558 489,602,798 189,899,239 Weightedaveragenumberofshares(Shares) 614,214,787 625,000,000 614,214,787 625,000,000 Theeffectofdilutivepotentialordinaryshares (ESOPGrantIVandGrantV) 3,014,681 1,344,900 3,014,681 1,344,900 Weightedaveragenumberofshares fordilutedearningspershare(Shares) 617,229,468 626,344,900 617,229,468 626,344,900 Basicearningspershares(Baht) -Aspreviouslyreported 0.42 0.34 0.80 0.34 -Prioryearadjustment(Note3) - - - (0.04) -Asrestated 0.42 0.34 0.80 0.30 Theeffectofdilutivepotentialordinaryshares (ESOPGrantIVandGrantV) - - (0.01) -Dilutedearningspershare(Baht) 0.42 0.34 0.79 0.30

23Basicanddilutedearningspershare

For the years ended 31 December

129 CS LOXINFO

24Cashflowsfromoperatingactivities

2007 2006 2007 2006 Restated Notes Baht Baht Baht Baht Netprofitfortheyear 260,995,312 212,584,558 489,602,798 189,899,239 Adjustmentsfor: Dividendreceiptsfromasubsidiary - - (359,995,993) (80,693,310) Allowancefordoubtfulaccounts 45,350,686 35,587,993 3,976,506 7,320,610 Allowanceforobsoleteinventory 79,699 1,053,461 79,699 1,053,461 Loss(gain)fromliquidationofanassociate 910 - (3,679,722) - Depreciationofpropertyandequipment 10 140,462,684 140,125,411 76,155,332 83,297,840 Amortisationofequipmentunder concessionagreements 11 21,260,713 33,473,851 21,260,713 29,285,024 Amortisationofintangibleassets-other 12 15,432,697 12,732,431 5,989,460 4,785,858 Write-offofequipment,net 10 217,284 829,332 185,722 195,875 Write-offofequipmentunderconcession agreements,net - 2,455 - - Write-offofintangibleassets,net 12 3,629,008 - 3,629,008 - Recognition/amortisationofgoodwill,net 13 68,651,929 81,536,134 - - Loss(gain)onsalesofproperty andequipment (365,756) (296,269) 5,466 (422,930) Loss(gain)onsalesofintangibleassets (1,093,148) - - - Deferredincometax 14 18,174,194 112,940,365 1,536,931 45,086,699 Write-offwithholdingtax 847,123 - - - Provisionforwithholdingtax - 569,980 - - Financialexpensesforprovisionfrom acquisitionofinvestment - 5,425,299 - 5,425,299 Reversalofprovisionfromacquisition ofinvestment 18 (23,496,234) - (8,137,949) - Unrealisedloss(gain)onexchangerate (2,397) 226,137 (3,391) 182,069 Minorityinterests (265,011) 4,951,275 - - Shareofnetprofitfrominvestment -equitymethod 8 (39,928) (18,605) - -Changesinoperatingassetsandliabilities: -tradeaccountsreceivableand accruedincome (34,794,200) (27,543,253) (11,925,060) (3,846,404) -amountsduefromrelatedparties (396,360) 2,782,374 138,636 832,829 -inventories 18,605,643 91,808,551 (1,525,251) (109,522) -advancepaymentstoarelatedparty 8,335,600 59,533,200 8,335,600 59,533,200 -othercurrentassets (11,024,978) 267,403 (9,103,009) (2,782,473) -withholdingtax 39,170,547 4,214,499 25,283,391 (3,393,830) -deposits (475,656) 5,605,219 135,561 118,476 -accountspayableandaccruedexpenses 2,382,132 (45,785,058) 33,304,840 (24,005,100) -amountsduetorelatedparties 24,557 (429,192) (34,884) 34,884 -unearnedincomeandadvancesreceived fromcustomers (13,191,048) (33,213,930) (7,688,171) (20,731,622) -othercurrentliabilities 25,645,304 1,522,195 6,277,416 756,218 -othernon-currentliabilities 158,136 3,066,034 1,339,561 3,747,263 Cash flows from operating activities 584,279,442 703,551,850 275,143,210 295,569,653

Reconciliationofnetprofitfortheyeartocashflowsfromoperatingactivities:-


CS LOXINFO 130

Cashandcashequivalents 13,343 Tradeaccountsreceivableandaccruedincome,net 27,512 Inventories 3,328 Othercurrentassets 1,818 Long-terminvestments 4,303 Propertyandequipment,net(Note10) 13,867 Negativegoodwill,net(Note13) (2,455)Non-currentassets 7,807 Tradeaccountspayableandnotepayable (21,513)Currentportionofobligationsunderfinanceleases (686)Short-termloanfromarelatedparty (12,000)Unearnedincome (4,601)Accruedexpenses (3,939)Othercurrentliabilities (8,795)Othernon-currentliabilities (3,310)Fairvalueofnetassets 14,679 Investmentportion 60% Fairvalueofnetassetsacquired 8,807 Considerationfortheacquisition 89,707 Goodwill 80,900 Netcashoutflowonacquisitionofasubsidiary,netofcashandcashequivalentsinasubsidiary 76,364

a) Watta Classified Company Limited On27April2007,theCompanyacquired120,000ordinarysharesofWattaClassifiedCompanyLimited(“Watta”)atBaht733.34pershare,equivalentto60%ofthesharecapitalofWatta.TotalcostofacquisitionisBaht89.7million,whichincludesfinancialadvisoryexpensesofBaht1.7million.Asaresult,WattaanditssubsidiarieschangedstatustobetheCompany’ssubsidiariesfromthedateonwhichcontrolwastransferredtotheCompany. Net fair value ofWatta’s consolidated assets and liabilities acquired at the acquisition date can besummarisedasfollows:-

Goodwill recognised from the acquisitionofWattaofBaht80.9million is presented asgoodwill in theconsolidatedbalancesheet(Note13)andisamortisedusingthestraight-linemethodoveritsestimatedfuturebenefitsofnineyears.

25Acquisitionofinvestment

Netfair

value

Baht’000

131 CS LOXINFO

NegativegoodwillrecognisedfromtheacquisitionoftheseordinarysharesinLoxservofBaht12.7millionisamortisedusing thestraight-linemethodover itsestimateduseful lifeoffouryears.ThisestimatedusefullifeisconsistentwiththeamortisationperiodapplicabletotheremaininggoodwillofLoxServcarriedforwardfrompriorperiods.

Fairvalueofnetassetsasattheacquisitiondate 365,747 370,488 Increaseininvestmentportion 1.86% 3.81% Fairvalueofnetassetsacquired 6,774 14,116 Totalfairvalueofnetassetsasattheacquisitiondate 20,890 Cashpaymentattheacquisitiondate 8,239 Negativegoodwill(Note13) 12,651

Netfairvalue

(10May2007)

Baht’000

Netfairvalue

(2February2007)

Baht’000

b) Loxley Information Services Company Limited On2February2007,theCompanyacquired480,000ordinarysharesand3,600ordinarysharesinLoxleyInformationServicesCompanyLimited(“Loxserv”)fromCATTelecomPublicCompanyLimited(CAT)anditsemployeesrespectivelyatBaht12.90pershare,representing1.86%ofthepaid-upsharecapital,atatotalpriceofBaht6.2million. On10May2007,theCompanyacquiredanadditional991,593ordinarysharesinLoxservfromPointAsiaDot Com (Thailand) Company Limited at Baht 2.02 per share, equivalent to 3.81% of the paid-up sharecapital of Loxserv, at a total price of Baht 2 million. As a result of this acquisition, the Company owns99.86%ofLoxserv. The fair valueofLoxserv’s consolidated assets and liabilities acquired as at the acquisitiondate, canbesummarisedasfollows:-

CS LOXINFO 132


For the years ended 31 December 2007 2006 2007 2006 Restated Baht Baht Baht Baht Currenttax 111,804,925 6,218,152 44,493,015 6,218,152 Deferredtax 18,174,194 112,940,365 1,536,931 45,086,699 129,979,119 119,158,517 46,029,946 51,304,851

26Incometaxexpense


For the years ended 31 December 2007 2006 2007 2006 Restated Baht Baht Baht Baht Profitbeforetax 390,709,420 336,694,350 535,632,744 241,204,090 Taxrate(%) 29.28 27.71 25.00 25.00 Theresultoftheaccountingprofit multipliedbytheincometaxrate 114,399,718 93,298,004 133,908,186 60,301,023 Shareofnetresultsfrominvestments -equitymethod (9,982) 4,651 - -Unrealisedlosscarriedforwardthatwasnot recognisedasadeferredtaxassetinthepast - (7,117,656) - -Exemptedincome: Dividendreceivedfromasubsidiary - - (89,998,998) (20,173,328)Otherincome (3,839,571) - - -Non-deductibleexpensesfortaxpurposes 19,428,954 32,973,518 2,120,758 11,177,156 Incometaxexpense 129,979,119 119,158,517 46,029,946 51,304,851

Asalistedcompany,theCompanyiseligibletoapplyadiscountedtaxrateof25%forfivefiscalyearsfrom2004to2008.Afterthisperiod,theapplicabletaxratefortheCompanywillbe30%.Theapplicabletaxrateforthesubsidiariesis 30%.

27Guarantees

Asat31December 2007, theGrouphadcommitmentswith itsbankers,whereby thebankshave issuedletters of guarantee in respect of business contracts andothers amounting to approximatelyBaht15million(2006:Baht24million).

Thereconciliationofincometaxexpenseandtheresultsoftheaccountingprofitmultipliedbytheincometaxrateisasfollows:-

133 CS LOXINFO

28Commitments

As at 31 December 2007, future minimum lease payments under non-cancelable operating leaseagreementsareasfollows:-


2007 2006 2007 2006 Baht ’000 Baht ’000 Baht ’000 Baht ’000 Notlaterthan1year 50,248 56,311 19,730 34,294 Morethan1yearbutlessthan5years 44,578 29,537 4,786 24,455 Totalcommitments 94,826 85,848 24,516 58,749

29Treasuryshares

AttheBoardofDirectors’meetingon9August2007,aresolutionwaspassedtoapproveaprogramforliquiditymanagementpurposes to repurchase shareup to51.7million shares, (8.3%of the totalnumberofpaid-upsharecapital)orthetotalbudgetfortheprogramshallnotexceedBaht225million,whicheverfirstlycompleted.The repurchase of shares on theStockExchange ofThailandwill occur during the period from27August2007 to27 February2008. The offered price for the repurchase of sharesmust not exceed theaverage closing price of those shares for the preceding five business days, plus an amount of15% of thataverageclosingprice,accordingtothenotificationoftheStockExchangeofThailand.Theperiodwhentherepurchasedsharescanberesoldisthethree-yearperiodfollowingthecompletionoftherepurchase,excludingthefirstsix-monthsofsuchperiod.Theofferedpricefortheresaleoftherepurchasedsharesmustnotbelessthantheaverageclosingpriceofthosesharesfortheprecedingfivebusinessdays,lessanamountof15%ofthataverageclosingprice,accordingtothenotificationoftheStockExchangeofThailand. Asat22November2007,theCompanyhaspurchased51.7millionordinaryshares(parvalueofBaht1each), or 8.3% of the total number of shares in issue, for a total of Baht 222.1 million achieving of theprogramtorepurchaseasapprovedbytheBoardofDirectors. Movementsoftreasurysharesareasfollows:-


For the years ended 31 December 31 December 31 December 31 December 2007 2006 2007 2006 Baht Baht Baht Baht Openingbalance - - - - Increaseduringtheyear 222,088,462 - 222,088,462 - Closingbalance 222,088,462 - 222,088,462 -

CS LOXINFO 134

UnderthePublicLimitedCompanyActB.E.2535,theCompanyisrequiredtosetasideasalegalreserveatleast5%ofitsnetprofitafteraccumulateddeficitbroughtforward(ifany)untilthereserveisnotlessthan10%oftheregisteredcapital.Thelegalreserveisnon-distributable.

30Legalreserve

Movementsofthelegalreserveareasfollows:-


For the years ended 31 December 31 December 31 December 31 December 2007 2006 2007 2006 Baht Baht Baht Baht Openingbalance 45,636,154 35,006,925 45,636,154 35,006,925 Offsettinglegalreservewithdeficit (45,636,154) - (45,636,154) - Reserveincreaseduringtheyear 24,480,140 10,629,229 24,480,140 10,629,229 Closingbalance 24,480,140 45,636,154 24,480,140 45,636,154

31Treasurysharereserve

Movementsofthetreasurysharereserveareasfollows:-

According to letter No. Gor Lor Tor. Chor Sor. (Vor) 2/2548 of the Office of the Securities andExchangeCommission,dated14February2005concerningtheacquisitionoftreasuryshares,apubliclimitedcompanymaybuybacktreasurysharesinanamountnotexceedingtheamountofitsretainedearningsandistoappropriateanequalamountofretainedearningstoareservefortreasuryshares,whichmustbemaintaineduntilthecompanyeithersellsthetreasurysharesorreducesitspaidupsharecapitalbyanamountequaltothevalue of the treasury shares which it could not sell. As at 31 December 2007, the Company has alreadyappropriatedthefull-requiredamountforthereversefromretainedearnings.


For the years ended 31 December 31 December 31 December 31 December 2007 2006 2007 2006 Baht Baht Baht Baht Openingbalance - - - - Reserveincreaseduringtheyear 222,088,462 - 222,088,462 - Closingbalance 222,088,462 - 222,088,462 -

135 CS LOXINFO

32Minorityinterest Consolidated

31 December 31 December 2007 2006 Baht Baht Openingbalance 38,355,912 19,740,143 Decreasefromtheacquisitionofsharesfromminorities(Note25) (20,890,495) -Increasefromacquisitionofasubsidiary 5,871,605 13,664,494 Shareofnetprofit(loss)ofsubsidiaries (265,011) 4,951,275 Closingbalance 23,072,011 38,355,912

33Relatedpartytransactions The Company is an associate of Shin Satellite Public Company Limited, a company incorporated inThailand and a subsidiary of Shin Corporation Public Company Limited (collectively “Shin Group”). ShinBroadbandInternet(Thailand)CompanyLimited,whichisawhollyownedsubsidiaryofShinSatellitePublicCompany Limited, owns 43.48% of the Company’s share capital, and Point Asia Dot Com (Thailand)Company Limited, a subsidiary of Loxley Public Company Limited, and Singapore TelecommunicationsLimited,owns3.52%and14.61%oftheCompany’ssharecapitalrespectively.Thesepercentagearecalculatedtaking into account the impactof treasury shares.ShinCorporationPublicCompanyLimited andSingaporeTelecommunicationsLimitedarewithinthegroupcompaniesofTemasekHoldingsPteLimitedincorporatedinSingapore.TransactionswithentitieswithinthesegroupcompaniesarerecognisedasrelatedpartytransactionsoftheCompany. Duringtheyear,theCompanycarriedouttransactionswithitsrelatedparties,thetermsofwhichwerenegotiated on an arm’s length basis in the ordinary course of business and according to normal tradeconditions.Managementserviceincomeisdeterminedonamutuallyagreedbasisasafixedmonthlyfee Thefollowingsignificanttransactionswerecarriedoutwithrelatedparties:- a) Revenues


2007 2006 2007 2006 Baht’000 Baht’000 Baht’000 Baht’000 Sales and service income: Majorshareholderanditsrelatedparties 203,132 235,350 50,410 75,966 Subsidiaries - - 6,040 7,470 Otherrelatedparties 9,316 12,092 9,316 12,092 Other income: Majorshareholderanditsrelatedparties 715 779 715 779 Subsidiaries - - 3,682 8,810 Associate - - 3,680 - Dividend income: Subsidiary - - 359,996 80,693 Total revenues 213,163 248,221 433,839 185,810

CS LOXINFO 136


2007 2006 2007 2006 Baht ’000 Baht ’000 Baht ’000 Baht ’000 Purchase of services and goods: Majorshareholderanditsrelatedparties 221,386 183,996 218,670 181,978 Subsidiaries - - 67,991 91,680 Otherrelatedparties 2,544 7,159 2,544 7,159 Other expenses: Majorshareholderanditsrelatedparties 17,743 32,623 4,505 13,943 Subsidiaries - - 443 935 Otherrelatedparties 7,079 7,770 7,079 7,770 Interest expenses: Subsidiary - - 258 - Otherrelatedparty 246 - - -Total expenses 248,998 231,548 301,490 303,465


2007 2006 2007 2006 Baht ’000 Baht ’000 Baht ’000 Baht ’000 Trade accounts receivable Majorshareholderanditsrelatedparties 37,267 61,319 16,173 30,054 Subsidiaries - - 723 6,341 Otherrelatedparties 1,440 5,829 1,440 3,862 38,707 67,148 18,336 40,257 LessAllowancefordoubtfulaccounts (914) (2,076) - (600) Total trade accounts receivable 37,793 65,072 18,336 39,657 Accrued income Majorshareholderanditsrelatedparties 5,990 1,354 5,990 1,354 Total trade accounts receivable and accrued income 43,783 66,426 24,326 41,011

c) Outstanding balances arising from sales/purchases of goods/services/and expenses

b) Expenses

137 CS LOXINFO


2007 2006 2007 2006 Baht ’000 Baht ’000 Baht ’000 Baht ’000 Amounts due from related parties Majorshareholderanditsrelatedparties 558 162 - - Subsidiary - - 282 420 Total amounts due from related parties 558 162 282 420 Trade accounts payable Majorshareholderanditsrelatedparties 34,731 27,425 30,137 22,945 Subsidiaries - - 4,967 7,319 Otherrelatedparties 536 1,425 536 1,425 Total trade accounts payable 35,267 28,850 35,640 31,689 Account payable of fixed assets Majorshareholderanditsrelatedparties - 5,801 - 5,801 Total account payable of fixed assets - 5,801 - 5,801 Amounts due to related parties Majorshareholderanditsrelatedparties 2,553 2,485 - - Otherrelatedparties - 43 - 35 Total amounts due to related parties 2,553 2,528 - 35 Accrued expenses Majorshareholderanditsrelatedparties 506 667 506 667 Otherrelatedparties - 1,624 - 1,624 Total accrued expenses 506 2,291 506 2,291

c) Outstanding balances arising from sales/purchases of goods/services/and expenses(Cont’d)

CS LOXINFO 138

2007 2006 2007 2006 Baht ’000 Baht ’000 Baht ’000 Baht ’000 Openingbalance - - - -Borrowingfromarelatedparty 12,000 - - -Closingbalance 12,000 - - -

2007 2006 2007 2006 Baht ’000 Baht ’000 Baht ’000 Baht ’000 Advancepaymenttoarelatedpartyforservices 8,336 67,869 8,336 67,869 Recognisedasexpensesduringtheyear (8,336) (59,533) (8,336) (59,533)Total - 8,336 - 8,336

e) Advance payment to a related party

Short-termloanfromarelatedpartyhadnocollateral,effectiveinterestrateof3%perannumandrepaymentwithin1year.



TheCompanymadeanadvancepaymenttoarelatedpartyforInternetnetworkservice.Theprepaymentwaschargedtotheincomestatementsbasedontheservicefeeandtheperiodasspecifiedinthecontract.

d) Short-term borrowing from a related party Themovementsofshort-termborrowingfromarelatedpartycanbeanalysedasfollows:-

139 CS LOXINFO

f) Warrants of Shin Corporation Public Company Limited and Shin Satellite Public Company Limited were granted to a member of the Board of Directors of the Company ShinSatellitePublicCompanyLimited(“SSA”),theparentcompanyofShinBroadbandInternet (Thailand) Company Limited, and Shin Corporation Public Company Limited (“Shin”), the parent company of SSA, issued their warrants to members of the Board of Directors of SSA and Shin respectively.Thewarrantsofbothcompaniesareinregisteredform,arenon-transferableandhaveno offering price. The terms of thewarrants do not exceed five years. The details of thewarrants are shownbelow:-

ESOP-GrantI 27March2002 3,298,400 1:2.04490 13.081Expiredon26March2007 ESOP-GrantII 30May2003 1,663,000 1:2.04490 6.279 30May2004 30May2008 ESOP-GrantIII 31May2004 1,944,200 1:1.02245 13.913 31May2005 31May2009 ESOP-GrantIV 31May2005 1,619,900 1:1.02245 16.441 31May2006 31May2010 ESOP-GrantV 31May2006 2,199,800 1:1 11.870 31May2007 31May2011

Shin Corporation Public Company Limited

Shin Satellite Public Company Limited

(Before

dilution)

Exercise

prices

(Baht/unit)

Issued

dates

Issued

units

Exercise

ratio

(unit:share) First

Exerciseperiod

Last

(Before

dilution)

Exercise

prices

(Baht/unit)

Issued

dates

Issued

units

Exercise

ratio

(unit:share)

Exerciseperiod

First Last

ESOP-GrantI 27March2002 18,336,200 1:1.11410 12.269Expiredon26March2007 ESOP-GrantII 30May2003 1,899,300 1:1.11410 12.269 31May2004 30May2008 ESOP-GrantIII 31May2004 1,089,500 1:1.11410 32.681 31May2005 30May2009 ESOP-GrantIV 31May2005 1,149,200 1:1.09950 37.981 31May2006 30May2010 ESOP-GrantV 31July2006 1,018,200 1:1.06582 35.353 31July2007 30July2011

CS LOXINFO 140

g) Directors’ remuneration In2007,thetotaldirectors’remunerationwasBaht3.72million(2006:Baht2.40million).Directors’ remuneration represents monthly compensation, annual remuneration, and meeting fees within the amountapprovedbytheshareholdersoftheCompanyatitsannualgeneralmeeting. h) Warrants of SSA held by a director of AD Venture Company Limited A director of ADVenture Company Limited (“ADV”) held SSA’s Employee StockOption Plan (ESOP)Grant I issuedon27March2002andGrant II issuedon30May2003amounting to81,700 units and 56,200 units, respectively. These warrants of SSAwere grant to the director during the yearhewastheemployeeofSSA,whichisbeforehewasappointedasadirectorofADV.

2007 2006 2007 2006 Baht Baht Baht Baht Foreign currency forward contracts payable, net Foreigncurrencyforwardcontractsreceivable 15,276,918 73,888,552 - -Foreigncurrencyforwardcontractspayable 15,302,442 74,595,472 - -Totalforeigncurrencyforwardcontracts payable,net 25,524 706,920 - -

34Financialinstruments

TheprincipalfinancialriskfacedbytheGroupiscreditrisks.However,ithasnosignificantconcentrationsofcreditrisk. Thecarryingamountsoffinancialassetsandliabilitiesapproximatefairvalue. Foreign currency forward contracts payable, net Asat31December2007and31December2006,asubsidiaryhasenteredintoforeigncurrencyforwardcontractstohedgetheforeignexchangerateriskinrespectofaccountspayable.Theforeigncurrencyforwardcontractspayableunderthesecontractsareshownbelow:-


141 CS LOXINFO

Foreign currency forward contracts payable, net(Cont’d)

USD Baht USD Baht Within1year 454,000 15,302,442 2,055,000 74,595,472 longerthan1year - - - -Total 454,000 15,302,442 2,055,000 74,595,472

Net fair values of derivative financial instruments Thenetfairvaluesofderivativefinancialinstrumentsatthebalancesheetdatewere:-


2007 2006 2007 2006 Baht Baht Baht BahtForeigncurrencyforwardcontracts 15,315,626 73,888,552 - -

Financial derivatives

Consolidated

2007 2006

ThenetfairvaluesofforeigncurrencyforwardcontractsandoptioncontractshavebeencalculatedbasedonratesquotedbytheGroup’sbankerstoterminatethecontractsatthebalancesheetdate.

CS LOXINFO 142

Fortheyearended31December2007(Baht’000)

Satellite uplink- downlink Internet Mediaand MobileConsolidation services services Advertising Contents eliminations GroupRevenuesfromsalesand services 25,366 1,375,779 993,513 147,465 (24,575) 2,517,548 Shareofnetprofitfrom investmentsinanassociate - 40 - - - 40 Costofsalesandservices (17,727) (917,032) (378,890) (88,792) 20,857 (1,381,584)Sellingandadministrative expenses - (317,389) (457,445) (55,485) 3,718 (826,601) Segmentresults 7,639 141,398 157,178 3,188 - 309,403 Operatingprofit 309,403 Otherincome 82,148 Lossonforeignexchange (486) Profitbeforeinterest 391,065 Interestexpenses (356)Deferredincometax (129,979)Minorityinterest 265 Netprofitfortheyear 260,995 Totalsegmentassets 34,100 1,756,533 524,389 61,863 (8,591) 2,368,294 Segmentliabilities 2,197 455,594 269,004 24,967 (8,591) 743,171 Depreciation(Note10) 4,794 91,253 35,935 8,481 - 140,463 Amortisationofequipment underconcession agreements(Note11) 4,174 17,087 - - - 21,261 Recognition/amortisation ofgoodwill(Note13) - 5,160 69,680 (6,188) - 68,652 Amortisationofintangible assets-other(Note12) - 6,596 4,647 4,190 - 15,433 Totaldepreciationand amortisation 8,968 120,096 110,262 6,483 - 245,809

35Segmentinformation

Financialinformationbybusinesssegment:

143 CS LOXINFO

Satellite uplink- downlink Internet Mediaand MobileConsolidation services services Advertising Contents eliminations GroupRevenuesfromsalesand services 30,907 1,418,822 917,407 103,227 (9,987) 2,460,376 Shareofnetprofitfrom investmentsinanassociate - 19 - - - 19 Costofsalesandservices (22,125) (951,130) (343,216) (57,183) 8,553 (1,365,101)Sellingandadministrative expenses - (323,020) (443,383) (38,021) 1,434 (802,990) Segmentresults 8,782 144,691 130,808 8,023 - 292,304 Operatingprofit 292,304 Otherincome 51,843 Lossonforeignexchange (2,023) Profitbeforeinterest 342,124 Interestexpenses (5,429)Deferredincometax (119,159)Minorityinterest (4,951)Netprofitfortheyear 212,585 Segmentassets 28,439 1,819,219 662,099 110,411 (8,615) 2,611,553 Associate - 3,693 - - - 3,693 Totalsegmentassets 28,439 1,822,912 662,099 110,411 (8,615) 2,615,246 Segmentliabilities 3,709 567,658 202,751 41,308 (8,615) 806,811 Depreciation 4,785 93,881 34,558 6,901 - 140,125 Amortisationofequipment underconcession agreements 4,174 29,300 - - - 33,474 Recognition/amortisation ofgoodwill - 8,067 76,381 (2,912) - 81,536 Amortisationofintangible assets-other - 4,921 4,137 3,674 - 12,732 Totaldepreciationand amortisation 8,959 136,169 115,076 7,663 - 267,867

Financialinformationbybusinesssegment:(Cont’d)

Fortheyearended31December2006(Baht’000)

CS LOXINFO 144

36Dividendpayment

AttheannualordinaryshareholdersmeetingoftheCompanyon23April2007,theshareholderspassedaresolutiontoapprovethedividendpaymentfortheyear2006ofBaht0.14persharetotallingBaht87.50million(2006:Baht206.25million).TheCompanypaidthedividendon4May2007. At theBoardofDirectors’meetingon9August2007,aresolutionwaspassedtoapprovethe interimdividendpaymentofBaht0.20persharetotallingBaht125.36million.TheCompanypaidthedividendon5September2007(2006:Baht375.00million).Grandtotalofdividendpaidin2007wasBaht212.86million(2006:Baht581.25million).37ContingentLiabilities

In 2007, a debtor made a claim against a subsidiary in respect of an alleged default on an existingagreementseekingdamagesfromthesubsidiary.Theclaimiscurrentlybeingconsideredbytherelevantcourts.Afterseekingappropriatelegaladvice,theopinionofthemanagementofthesubsidiaryisthattheresolutionofthisclaimwillnotgiverisetoanysignificantloss.Assuch,thesubsidiaryhasnotrecordedanyprovisioninrespectofthismatter.38Subsequentevents

a) Acquisition of ordinary shares of Shineedotcom Company Limited On31January2008,ADVentureCompanyLimited(“ADV”)acquired2.4millionordinarysharesofShineedotcomCompanyLimited(“Shinee”)atBaht6.29pershare,equivalent to30%of thepaid-upsharecapital of Shinee, at a total price ofBaht15.1million.As a result of this acquisition, theCompany owns100%sharecapitalofShinee. b) Proposed dividend payment AttheBoardofDirectors’meetingoftheCompanyon20February2008,theBoardofDirectorspasseda resolution to recommend to the annual generalmeeting of shareholders for the payment of dividends forthe year 2007, at the rate of Baht 0.20 per share. The proposed dividends must be approved by theshareholdersattheirmeeting.

ThailandisthehomecountryoftheGroupandtheoperatingterritory. TheGroupisorganisedintothefollowingbusinesssegments:- • Satelliteuplink-downlinkservices • SalesandservicesrelatingtotheInternetbusiness • Mediaandadvertising • Mobilecontents

CS LOXINFO 145

RemunerationofAuditors

High Ouality Internet

Audit fees AuditfeeofBaht 1.94milliontotheauditoroftheCompany,andtheauditfeeofBaht2.1milliontotheauditorofitssubsidiaries. Other service fees AccontingservicefeesforobservationofdestructioninventorytotallingBaht0.04milliontotheauditoroftheCompany.Thereisnocommitmenttopayforanyservicesinrespectoftheagreementsinyear2007.

CS LOXINFO 146

GeneralInformationonReferencePersons

SecurityRegistrar Thailand Securities Depository Company Limited 62 The Stock Exchange of Thailand Building, Ratchadapisek Road, Klongtoey, Klongtoey, Bangkok 10110 Tel : +66 (02) 229 2800 Fax : +66 (02) 359 1259 Thailand Securities Depository Company Limited Capital Market Academy Building, The Stock Exchange of Thailand 2/7 Moo 4, (North Park Project) Vibhavadi-Rangsit Road, Km. 27, Tung Song Hong, Laksi, Bangkok 10210 Tel : +66 (02) 596 9000 Fax : +66 (02) 832 4994-6 Website : www.tsd.co.th Auditor Mr. Prasit Yuengsrikul Certified Public Accountant Registration Number 4174 PricewaterhouseCoopers ABAS Limited 15th Floor, Bangkok City Tower, 179/74-80 South Sathorn Road, Tungmahamek, Sathorn, Bangkok 10120 Tel : +66 (02) 286 9999, +66 (02) 344 1000 Fax : +66 (02) 286 5050 Website : www.pwc.com/thailand

Ouality High

CS LOXINFO 147

Investors should contact the Investor Relations Department to request information about CS LoxInfo or its subsidiaries and associate companies: Investor Relations Department CS LoxInfo Public Company Limited 973 President Tower 11th Floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330, Thailand Tel : +66 (02) 263 8000 Ext. 5184 Fax : +66 (02) 263 8102 E-mail : [email protected] Website : www.csloxinfo.com CS LoxInfo is listed on the Stock Exchange of Thailand (SET)

Foreign limit : 49% Fiscal year ends : December 31 External Auditor : PriceWaterhouseCoopers ABAS Limited

Investor Information

Internet

SET ticker CSL Reuters CSL.BK Bloomberg CSL TB

CSLoxInfoPromotesSmartInternetUsefortheYouthintheSmartClickProject

Committed to taking part in the development

of Thai society, CS LoxInfo has arranged activities

for social development in the “Smart Click”

project with an aim to encourage Thai youth to

use Internet creatively and appropriately. Initiated by CS LoxInfo Public Co., Ltd., a leading Internet

service provider of Thailand, the Smart Click project has been

carried out for three years. In 2007, a variety of activitieswere

conducted seriously and consecutively, including publishing a

Smart Click Handbook for enhancing learning potential of Thai

youth inproper Internetuse,whichenableschildrenandparents

to learn about Internet by themselves and suggests some nice

web sites to explore. In addition to the handbook, the web site

www.smartclick.in.thwasdevelopedunder theconceptof “Good

BrainsandGoodWorktoShare,”wheretheyoungcanexchange

their learning experience together. Moreover, in the Smart Click

Roadshow in 16 schools in Bangkok organized by CS LoxInfo,

Pol. Gen. Yanapol Yangyuen, Commander of the Bureau of

Technology and Cyber Crime, the Department of Special

Investigation (DSI), narrated real-life incidents about the

positive and negative sides of Internet and taught about

morals in thecyberworldaspartof efforts tomake the

youth of the new generation grow up to become quality

citizens in the future.Besides,aimedat lendingahand to

childreninneedinthefourpartsofthecountries,another

activityoftheSmartClickistoprovidesupportforschools

lackingfundsaswellasteachingandlearningequipment.In

the past June, the company donated computers to Ban

PrasatKwangKhaoSchoolandBanRueathongKhlongkham

School in Sri Saket province and invited an expert to give

knowledge about smart Internet use for parents and

childrenoftheseschools.

All the activities have been created in the hope

that they have contributed to the improvement of

the quality of life of Thai people so that the people

become strong and effective citizens in our society.

ContributionstoSociety

CS LOXINFO 149

Professor Wongkulpat Sanidvongs na Ayudyha, M.D., Chairman of the Board of CS LoxInfo Public Company Limited, in cooperation with

Suan Dusit Rajabhat University, Hydro and Agro Informatics Institute and Lampang Non-Formal Education Centre conducted activities for promoting

learning for remote communities based on Sufficiency Economy philosophy. CS LoxInfo donated computers and funds as well as organised trainings

in computer knowledge, namely computer problems solving and Internet connection. In addition, there were trainings in marketing products such as

package designing and food processing, for youth and housewives at Ban Pa Miang School, Ban Sam Kha School, Wat Ban Paen Pongchai Education Centre

in Lampang province, and Hill Area and Community Development Foundation in Chiang Rai province.

These activities were held in celebration of His Majesty King Bhumibolûs 80th Birthday Anniversary. Realising the importance of learning by means

of "Reaching, Understanding and Developing" which is essential to the development of the youth and nation, CS LoxInfo has determined to promote

learning and propagate information that benefits communities and young people in order that new ideas are generated and people can adapt them to suit their

own talents and the needs of their communities.

The good deeds we did in the passing year 2007 were a fitting tribute to His Majesty the King. In 2008, CS LoxInfo continues contributing to flourish-

ing Thai society. We hope that communities will take advantage of the provided knowledge. All of our efforts are to produce practical, concrete results that

are continuous and sustainable. This is in dedication to HM the King on the auspicious occasion of His 80th Birthday Anniversary.

DoGoodDeedsforOurFartherinthe Smart Click Project

inCelebrationofHMtheKing’s80th Anniversary

80th Do GoodDeeds

forOurFartherAnniversary

ComputerDonation ComputerTraining FundsDonation MaketingTraining

www.smartclick.in.th

CS LOXINFO 150

Thailand YellowPages gives paper to

Recycle Paper Products Group The company realizes the importance in resource efficiency and of being environmentally friendly. The company has handed over 4,000 old copies of Yellow Pages to the Recycle Paper Products Group to support the use of the recycled paper. The YellowPages paper can be used to make various kinds of handmade products such as baskets, boxes, flowers, key chains, etc. This increases the value of the used paper very well and generates incomes to the housewives group. The group’s products are very well appreciated by Thai people and foreigners.

Thailand YellowPages support education

by awarding the best advertising design The company is the leader in business media that concentrates on advertising design which provides complete information to the consumers so as to benefit them in their decision making in buying the products and services. Therefore, the company has realized the importance in combining the creativity with advertising design; thus joined hands with Bangkok Art Directors’ Association (B.A.D.) in organizing the Thailand YellowPages Directory Ad Design 2007 (TYPA 2007) Project to award the total of Baht 150,000 in scholarships to the students who won the advertising design in Thailand YellowPages. This is an event that the company has been supporting for the second year to encourage the students to use creativity and imagination in the advertisings. This event has attracted many students from different educational institutions as seen from more entrants this year as compared to the year 2006.

Educational Support Project WATTA supports its educational magazines for schools that are lack of budget to purchase such publications. Each week, there are 200 magazines being distributed to over 100 schools and 150 magazines being distributed to Wat Suan Kaew. Learning Opportunity Project WATTA is a means in searching funding sponsorship for children who are chosen and certified by schools that they are lack of learning opportunities by providing spaces in Lok Wan Nee Newspapers everyday and Education Today Magazines every week.

The Charitable

Project for Aids

Patients The company has participated in various public charities such as the donation project named

Charitable Merit Pass Card of Phra Udom Prachathorn (Dr. Alongkot of

Wat Phrabatnampu) for the aids patients through Audiotex with Charitable Merit Hotline

at 1900-222-000 and 1900-222-200. This is an opportunity for the Thai people to be involved in a charitable cause around the clock whenever they wish.

CS LOXINFO 151

Condominium for Street Dogs Project

by Wat Suan Kaew Foundation WATTA is a center in collecting the donations and donates money to street dogs through Wat Suan Kaew Foundation under Phra Phayom Kalayano’s kind responsibility in order to take care, give shelters and feed the dogs that are sick, crippled and left at the temples.

Dhamma for Society Project WATTA is a means in organizing various events to encourage youths as well as general public to be a good person and to have moral. For example, in order to encourage politicians and public to pay attention to politics in a moral way, WATTA in conjunction with Phra Phayom Kalayano of Wat Suan Kaew organized an innovation talk on “Moral Politic? and gave out the Company’s books.

CS LOXINFO received an honor award

“Board of the Year Awards 2006/2007” The Thai Institute of Director (IOD) in collaboration with the Board of Trade of Thailand, the Federation of Thai Industries, the Thai Bankers Association, the Listed Companies Association, the Federation of Thai Capital Market Organizations and the Stock Exchange of Thailand passed the resolution to grant the prestigious award “Board of the Year for Exemplary Practices” to CS LOXINFO Public Company Limited to honor the Company’s Board of Directors for outstanding performance of their duties in accordance with good corporate governance practice for the year 2006/2007.

CS LOXINFO’s Project “Send Books

Spread Knowledge to the Library” CS LOXINFO Public Company Limited joined the 32-year anniversary celebration of the Stock Exchange of Thailand by delivering under the project “Send Books Spread Knowledge To the Library” to pass on to school libraries, public libraries and prison libraries that are under the care of the Thai Library Association. This project was organized to provide Thai people with better opportunities to learn develop themselves from reading books in the libraries which in turn improving their quality of life and social as a whole.

The Company’s Board of Directors is regarded as therepresentativesof the shareholders. Itplaysa significant rolein overseeing management’s performance in creatingmaximum value for shareholders, taking into considerationtransparencyandfairness toeverystakeholder.TheBoardofDirectors performs its duties in accordance with goodgovernanceguidelineswhichreflectefficiencyandproductivityoftheCompany’soperationsinasatisfactorymanner.

CS LOXINFO 152

GlossaryADSL :AsymmetricDigitalSubscriberLine,abroadbandInternet connectiontechnologywhichutilizesexistingcoppertelephonelines.ADV :ADVentureCompanyLimitedAudiotext :Avoiceprocessingapplicationthatallowscallerstolistentoamenu ofoptionandthenselecttheareatheyareinterestedinbypressing thecorrespondingnumberontheirtelephone’skeypad.Broadband :Atypeofhigh-speeddatatransmissioninwhichasinglemedium (wire)cancarrymultiplesignalsatonce.CAT :CATTelecommunicationPublicCompanyLimitedContent Aggregator :Someonewhoaggregatescontentandsellsit.Content Provider :Someonewhoownscontentandsellit.CSP :C.S.SatellitePhoneCompanyLimitedCSS :CSLoxInfoSolutionsCompanyLimitedDial-up :Internetconnectionoveratelephonelineusing56KbpsModem.IPSTAR :High-speedtwowaybroadbandInternetconnectionviasatellite technologies. iPTV :Internetconnectionreceivingdataviasatellitesignalandsending dataoverastandardtelephoneline.ISDN :IntegratedServicesDigitalNetwork,anInternetconnection technologyoverdigitaltelephonelinesornormaltelephonewires.Java game :GameswhicharecreatedformobilephonesbyusingJavaScript.Leased Line :Apermanentconnectionoveraleasedcircuitorwire,whichis dedicatedforInternetconnection.LoxServe :LoxleyInformationServicesLimitedNTC :NationalTelecommunicationsCommission.PA :PointAsiaDotCom(Thailand)CompanyLimitedRingtone :Ringersoundortoneoftelephone.SBI :ShinBroadbandInternet(Thailand)CompanyLimitedSHIN :ShinCorporationPublicCompanyLimitedSHINEE :ShineedotcomCompanyLimitedSingTel :SingaporeTelecommunicationLimitedSSA :ShinSatellitePublicCompanyLimitedThailand Corporate Pages(White pages):Telephonedirectoryforbusiness/corporateclientslistedbyname.The company or CS LoxInfo :CSLoxInfoPublicCompanyLimitedTMC :TeleinfoMediaPublicCompanyLimitedTOT :TOTPublicCompanyLimitedTransponder :Anelectronicdevice,insideasatellite,thatusesasatellitedishto receivesignalsfromtheteleportandre-transmitstoagroundteleport.VDO Clip :Animatedimageswithsound.VoIP :VoiceoverInternetProtocol,voicedatatransmissionbyusinga protocolovertheInternet.Wallpaper :Imageonthescreen.Wap service :Aservicewhichcanbeusedtodownloadstraightontoamobilephone.WATTA :WattaClassifiedCompanyLimitedWeb portal : Awebsitewhichisthecenterforcustomerstogototheotherwebsites.YellowPages :Telephonedirectoriesforproductsandservices.

1/4

Additional and Adaptable Information in Annual Report 2007 of CS LoxInfo Public company Limited

Additional

Information of the new Director

Name Mr. Krittiya Veeraburus

Age 39

Present Position Director

Shareholding None

Relationship with Management None

Highest Education MBA in Finance and Investment

Golden Gate University, San Francisco, USA

Governance Training of IOD -

Experience March 2008 ' Present Director, CS LoxInfo Public Company Limited

2006 ' Present Executive Vice President, Direct Investment

Phatra Securities Public Company Limited

2005 ' July 2006 Director, Direct Investment

Phatra Securities Public Company Limited

2002 ' May 2005 Director, Investment Banking

Merrill Lynch Phatra Securities Co., Ltd.

2000 ' November 2001 Associate, Investment Banking, Asia Pacific

Telecom & Media Group Merrill Lynch

(Asia Pacific) Limited, Hong Kong

1999 ' September 2000 Vice President, Investment Banking

Merrill Lynch Phatra Securities Co., Ltd.

1998 ' February 1999 Senior Manager, Business Development

Department Grammy Entertainment Public

Company Limited

1997 ' June 1998 Manager, Direct Investment Department

American International Assurance Co., Ltd.

1995 ' September 1997 Manager, Investment Banking Department

Thai Fuji Finance and Securities Co., Ltd.

Illegal Record in past 10 years None

Remark: Mr. Krittiya Veeraburus being appointed by the Board Meeting No.3/2008 on March 7, 2008 as the Director in substitution of

Mr. Vasant Chatikavanij who resigned on December 26, 2007

2/4

Page 76-77 Risk Factors

Industry Risk

• Risk arising from unfair pricing

As there are several types of Telecom Operators this may lead to unfair pricing charged between operators

consequently some operators may gain advantage in retail price offerings to the customers. This causes

unfair competition. The Company overcomes this by direct negotiation to find a mutual solution which has

mutual benefits among operators in parallel with formal negotiation procedures specified by NTC.

• Risk arising from high cost of Leased Circuits

As the cost of Leased Circuits which the Company lease from the other operator at current market price has

increased and it is the major cost of the internet service. Consequently, this may cause the Company to loss

the competitive advantages. The Company overcome this risk by obtaining the license to operate the Leased

Circuits in parallel with seeking the strategic partner who can agree to achieve lower cost of Leased Circuits

but can gain mutual benefit in long term.

Competition Risk

• Risk arising from losing TMC-s market share

The telephone directories business in Thailand had been liberalized since 2005, so there might be chance

that new operators may share this market. Although in reality there were a fewer competitors prior to the

liberalization. However, the huge number of free circution the YellowPages, the long term relationship with

customers and its database form a strong barrier to protect its market share. Moreover, TMC also introduced

integrate platform of multimedia i.e. Flip-Call-and Click (Print, DA-Call Center and Internet) to improve

ROI for its advertisers to protect its advertisers from switching.

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Adaptable

Page 7 Dividend Policy

• The Company-s dividend policy

CThe CompanyDs dividend policy is to pay dividend no less than 40 percent of net profit after tax, if the

fund is not required elsewhere and subject to the economic and future project of the Company and the

subsidiaries and the payment would have no significant effect on the running of the Company.E

Change to

.The CompanyDs dividend policy is to pay dividend no less than 40 percent of net profit after deduction of

all taxes, legal reserves and other reserves specified by law and the Company regulations of the stand alone

profit and loss statement, if the fund is not required elsewhere and subject to the economic and future

project of the Company and the subsidiaries and the payment would have no significant effect on the

running of the Company.E

• The subsidiaries of the Company-s dividend policy

CLoxley Information Services Company Limited, Teleinfo Media Public Company Limited, AD Venture

Company Limited and Watta Classifieds Company Limited its subsidiaries of the Company have the

dividend policy is to pay dividend no less than 50 percent of net profit.E

Change to

CLoxley Information Services Company Limited, Teleinfo Media Public Company Limited, AD Venture

Company Limited and Watta Classifieds Company Limited its subsidiaries of the Company have the

dividend policy is to pay dividend no less than 40 percent of net profit after deduction of all taxes, legal

reserves and other reserves specified by law and the subsidiaries regulations of the stand alone profit and

loss statement, if the fund is not required elsewhere and subject to the economic and future project of the

subsidiaries and the payment would have no significant effect on the running of the subsidiaries.E

Corporate Governance

Page 20 Corporate Governance Policy

CIn the Board of Directors Meeting No. 3/2008 on March 19, 2008E

Change to

CIn the Board of Directors Meeting No. 4/2008 on March 19, 2008E

Page 26 5.1 Audit Committee (AC)

Cduring Board Meeting No. 3/2008 on March 19, 2008E

Change to

Cduring Board Meeting No. 4/2008 on March 19, 2008E

4/4

Page 32 10. The Performance Assessment of the Board of Directors

CIn the Board Meeting No. 3/2008 on March 19, 2008E

Change to


Page 36 3. Risk Management


Change to


Page 39 Experience of Mr. Viroj Tocharoenvanith

2005 ' Present Director, Thai - Amadeus South East Asia Co., Ltd.

2004 ' Present Director, CS LoxInfo Plc.

Change to

2005 ' Present Director, Thai - Amadeus South East Asia Co., Ltd.

Director, CS LoxInfo Plc.

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