Enclosure 3 Appendix 3 - TIPCO · PDF fileEnclosure 3 Appendix. 3. Raycol Asphalt Co.,Ltd....

The Opinion of Independent Financial Advisor Regarding Acquisition Transaction and Connected Transaction

Tipco Asphalt Public Company Limited

Page 1

Enclosure 3

Appendix 3

Raycol Asphalt Co.,Ltd. (“Raycol”)

1. Company Background

Raycol Asphalt Co.,Ltd. (“Raycol”) started the business in 1992 to manufacture and distribute asphalt products.

Raycol’s head office is located at 118/1Rama 6 Road,SamsenNai, Phayathai District,Bangkok. The manufacturer is located

at 93 Moo 5 Makamkoo Sub-District, Nikompattana District, Rayong.

2. Business Overview

2.1. Company Background

Raycol was established by Ms. Suntaree Suntornvipak under the name Bangkok Emulsion Company Limited

to manufacture and distribute asphalt productsEmulsion,Petroleum product with initial registered capital of Baht 5 million. The

Company’s name changed to Raycol Asphalt Co., Ltd on May 6th, 1993. In November 1999, Raycol increased its registered

capital to Baht 111,000,000 which was composed of 11,100,000 shares at Baht 10 par value for business expansion.

2.2. Business Overview

Raycol manufactures and distributes asphalt products Emulsion Cutback and PMA with 6 storage tanks for

total capacity of 666 tons.



Page 2

Enclosure 3

14 storage tanks for Emulsion for total capacity of 2,240 tons 2 storage tanks of Cutbackfor total capacity of 320 tons and 3

storage tanks of PMA for total capacity of 648 tons

Current production capacity of Emulsion & Cutback at 200,000 tons per year

Current production capacity ofPolymer Modified Asphalt at 24,000 tons per year

And current production capacity of Aquaquickat 2,800 drums per year



Page 3

Enclosure 3

Raycol has the total fleets for delivery of asphalt products which compose of 84tractors, 15 trucks, and 94 of 2 axles

and 3 axles

3. Registered and Paid-up Capital

Raycol has registered and paid-up capital as follow;

Registered Capital 111,000,000 Baht

Paid-up Capital 111,000,000 Baht

Divided into common shares of 11,100,000 shares at the par value of Baht 10 per share

4. Shareholders and Board of Directors

4.1. Shareholders

Shareholders’ list as of September 30th, 2015

No. Name Number of share (shares) Percentage 1 Tipco Asphalt Public Company Limited 4,600,000 41.44 2 Colas S.A. 4,218,000 38.00 3 Asia Coal Co., Ltd. 2,220,000 20.00 4 Mrs. Reum Supsakorn 62,000 0.56 Total 11,100,000 100.00

4.2. Board of Directors

Ms. Auchcha Rattrakultip Director

Ms. Laksana Supsakorn Director

Mr. Chaiwat Srivalwat Director



Page 4

Enclosure 3

Mr. Sitilarb Supsakorn Director

Mr. Jacques Marcel Pastor Director

Mr. Hugues Emmanuel Marie de Champs de Saint-Leger Director

Mr. Jacques Louis Yves Marie Marechal Director

5. Financial Highlight

Certified Public Accountant (Thailand) No. 3930 Mr. Suppachai Panyawatno EY Office Limited

Unit: Baht

2012 2013 2014 9 months of 2015

Audited % Audited % Audited % Reviewed %

Cash and Equivalent 53,696,522 14.91 40,008,634 13.31 11,226,101 3.97 75,081,794 26.42

Trades and others Receivables 208,070,548 57.78 174,820,873 58.15 176,128,701 62.33 118,613,853 41.74

Short-term Loan to Related Parties 10,500,000 2.92 3,500,000 1.16 8,000,000 2.83 8,000,000 2.82

Inventory 50,513,694 14.03 44,797,415 14.90 48,012,601 16.99 44,103,220 15.52

Other Current Asset 754,469 0.21 862,839 0.29 985,283 0.35 1,053,523 0.37

Properties Plants and Equipments 36,209,103 10.06 36,435,287 12.12 38,125,567 13.49 37,256,700 13.11

Other Non-current Asset 342,542 0.10 200,609 0.07 117,201 0.04 76,903 0.03

Total Asset 360,086,878 100.00 300,625,657 100.00 282,595,454 100.00 284,185,993 100.00

Trades and others Payables 105,855,997 29.40 58,534,332 19.47 50,882,901 18.01 55,264,954 19.45

Other Liabilities 18,728,823 5.20 11,155,610 3.71 15,209,477 5.38 17,076,298 6.01

Total Liabilities 124,584,820 34.60 69,689,942 23.18 66,092,378 23.39 72,341,252 25.46

Registered and Paid-up Capital 111,000,000 30.83 111,000,000 36.92 111,000,000 39.28 111,000,000 39.06

Premium on Share 19,000,000 5.28 19,000,000 6.32 19,000,000 6.72 19,000,000 6.69

Retained Earning 105,502,058 29.30 100,935,715 33.58 86,503,076 30.61 81,844,740 28.80

Total Shareholder equities 235,502,058 65.40 230,935,715 76.82 216,503,076 76.61 211,844,740 74.54

Revenues from Sales 1,279,134,486 99.49 1,000,761,571 99.31 1,011,012,779 99.60 785,884,466 99.58

Other Revenues 6,595,369 0.51 6,996,819 0.69 4,017,828 0.40 3,299,971 0.42

Total Revenues 1,285,729,855 100.00 1,007,758,390 100.00 1,015,030,607 100.00 789,184,437 100.00

Cost of Sales 1,154,122,349 89.76 912,556,070 90.55 945,242,866 93.12 649,016,228 82.24

Selling and Management Expenditures 47,345,417 3.68 54,528,991 5.41 39,886,292 3.93 34,517,089 4.37

Financial Costs 1,514,533 0.12 632,743 0.06 536,966 0.05 441,233 0.06

Income Tax 13,313,633 1.04 5,756,929 0.57 4,947,122 0.49 21,068,219 2.67



Page 5

Enclosure 3

Net Profit (Loss) 69,433,923 5.40 34,283,657 3.40 24,417,361 2.41 84,141,668 10.66

6. Management’s Discussion and Analysis

6.1. Operation Overview

During the year 2012 – 2014, Raycol recorded sale revenue of Baht 1,279.13 million, Baht 1,000.76 million, and Baht

1,011.01 million which remained stable at this level except for abnormal high revenue in 2012 due to high asphalt consumption

during big flood in 2011. Cost of goods sold were Baht 1,154.12 million, Baht 912.56 million, and Baht 945.24 million which

were equivalent to 90.23 percent, 91.19 percent, and 93.49 percent of sale revenue. Cost of goods sold in 2014 increased

because of increase price of raw material (increasing oil price) and administration expenses by Baht 49.17 million, Baht 54.53

million, and Baht 39.87 million were under controlled which accounted for 3.84 percent, 5.45 percent, and 3.95 percent of sale

revenue respectively.

Raycol recorded a net profit of Baht 69.43 million in 2012 and decreased to Baht 34.28 million in 2013 and Baht 24.42

million in 2014 or equivalent to 5.43 percent, 3.43 percent, and 2.42 percent of sale revenue. The decrease of net profit in the

year 2014 is caused by increasing cost of production i.e raw material.

For the period of 9-month 2015, Raycol recorded a sale revenue of Baht 785.88 million which washigher than Baht

757.28 million recorded in the 9-month of 2014, cost of goods sold of Baht 649.02 million or equivalent to 82.58 percent of sale

revenue, which was lower when compared to the same period last year Baht 711.50. The cost of goods sold decreased because of

the falling raw material price. Raycol recorded a net profit of Baht 84.14 million or equivalent to 10.71 percent of sale revenue

which was higher when compared to the same period of last year. The increase of net profit margin was attributable to the lower

cost of goods sold.

6.2. Financial Information

During the year 2012 – 2014, Raycol has total assets of Baht 360.09 million, Baht 300.63 million, and Baht 282.60

million which decreased in the proportion to depreciation expenses. Raycol has total liabilities of Baht 124.58 million in 2012

and decreased to Baht 69.69 million and Baht 66.09 million. The decrease of total liabilities attributable to the lower account

payables. Raycol has total shareholders’ equities of Baht 235.50million in 2012, Baht 230.94million in 2013, and Baht

216.50million in 2014 because of regular dividend payments.

9-Month period of 2015, Raycol has total assets of Baht 284.19 million which was higher when compare to the same period last year because of better credit control and collection, total liabilities of Baht 72.34 million which was higher when



Page 6

Enclosure 3

compare to the same period last year due to higher account payable – related company, and total shareholders’ equity of Baht 211.84 million which was lower due to the cash dividend of Baht 88.80 million.

7. Liabilities as of September 2015

Raycol has a total liabilities Baht 72.34 million. The Current liabilities was Baht 67.52 million and the non current

liabilities Baht 4.82 million. The major current liabilities was mainly consist of account payables and other payables of Baht

55.27 million. For the non current liabilities, it was mainly for the provision for employee benefit Baht 4.70 million

8. Litigation

-None -

9. Connected transaction between listed company and directors, management, and major shareholders (direct and

indirect) with proportion of more than 10 percent

Raycol signed an agreement for the management services , marketing, acknowledging, and assisting in asphalt emulsion

and modify asphalt between TASCO and Colas for 5 year period ended September 30th, 2017. According to the agreement,

Raycol has to pay TASCO for Baht 12 million a year, and pay Colas at the minimum of Baht 8 million a year. For the 9-months

2015, Raycol has expensed the management and technical assistance fee for Baht 9 million and Baht 16 million respectively.

10. Significant Acquisition Transaction in the past 2 year

-None -



Page 7

Enclosure 3

PT Asphalt BangunSarana (“ABS”)


PT Asphalt BangunSarana established in 1994 by PT SaptaSaranaAspalindoCo., Ltd. (“SSA”) byMr. AgusSuherman.

Later in the year 1999, Colas SAacquired 87 percent of registered share from SSA and changed the name to PT Asphalt

BangunSarana Co., Ltd.(“ABS”). In the year 2005, Colas SA acquired the remaining 13 percent of shares and Colas SA holds

100 percent in ABS since then.

Head Office GedungGrahaPratama, 19th Floor, Jl. Mt. HaryonoKav. 15, Jakarta 12810, Indonesia

Depot Terminals t 1. Ciwandan, Java

2. Aceh, Sumatra

3. Medan, Sumatra

4. Palembang, Sumatra


ABS is a distributor of asphalt products, PMB, and Emulsion to the Road constructor in Indonesia. ABS has several

storage terminals tlfor stock asphalt and production plant for emulsion and PMB around t he country. And also ABS has

the fleet to distribute asphalt to customer. As follow:



Page 8

Enclosure 3

1. Depot terminal for stock asphalt and plant forPMB and Emulsion inCiwandan

Location :Jalan Raya Pelabuhan No. 1 DesaKepuh, KecamatanCiwandan KabupatenCilegon, Banten, Indonesia

The operation started in 1996 in 7,200 square meter areas. Its major assets are 3 storage tanks with total capacity of

9,416 tons and loading equipments, 5 trucks for transportation, PMB plant with production capacity of 100 tons a day, 100 tons

capacity of storage tank, production plant for Emulsion with the capacity of 40 tons per hour, and 72-ton capacity of storage tank.

These depot terminals shall serve their customers in Java islands and around Jakarta areas.

Production plant of Emulsion with storage tank



Page 9

Enclosure 3

Production plant of PMB with storage tank

2. Depot terminal for stock asphalt at Medan

Location: Jalan Raya Pelabuhan Belawan, Simpang Gabion Kelurahan Bagan Deli, Kecamatan Medan Belawan Kota Medan, Sumatera Utara, Indonesia

The operation started on March 11th, 2011 in 8,240 square meter areas. Its major assets are 1 storage tank with total

capacity of 4,500 tons and 1 daily operation with total capacity of 150 tonswith loading equipment.



Page 10

Enclosure 3

3. Depot terminal for stock asphalt at Aceh (Nanggroe Aceh Darusalam)

Location :Malahayati Port, Lambreh village, Masjid Raya District, Aceh Besar Regency.

The operation started on February 1st, 2008 in 4,985 square meter areas. Its major assets are 1 storage tank with total

capacity of 3,500 tons, and loading equipments.

4. Depot terminal of stock asphalt at Palembang

The operation started on February27th, 2012 in 1,330 square meter areas. Its major assets are 1 storage tank with total

capacity of 2,800 tons, and loading equipments, and 12 of trucks for transportation.



Page 11

Enclosure 3

5. Production plant of Emulsion in Duri

The operation under ABS started on June 1st, 2015 in 6,085 square meter areas for supporting road construction in Java

islands. The production capacity for Emulsionis 3.5 tons per hour and owns 160-ton storage tank of Emulsion

6. Production plant of Emulsion in Balaraja

The production plant for Emulsion under ABS started on July 1st, 2015 with 45-ton tank for Emulsion and production

capacity of 3.5 tons per hour.



Page 12

Enclosure 3

Organization Chart of ABS


ABS has registered and paid-up capital as follow;

RegisteredCapital 58,450,080 Rupiahwhich is equivalent to US$ 4,297.80

Paid-up Capital 58,450,080 Rupiahwhich is equivalent to US$ 4,297.80

Divided into 8,398 shares at the par value of 6,960,000 Rupiah


4.1. Shareholders

Name Number of share

(shares) Total value (Rupiah) Percentage

Colas S.A. 8,397 58,443,120,000 99.98 Ilham Mardanis 1 6,960,000 0.02

Total 8,398 58,450,080,000 100.00

4.2. Board of directors

Name Position Mr. Christophe Voy President Director

Mr. Ilham Mardanis Director

Board of Directors

President Dir: Christophe Voy (49/9)Director : Ilham Mardanis (50/15)

Fin. Director : Francois Georges (30/5)

Board of Commissioners

Pres. Comm.: Jacques PastorComm. : Jacques Marechal

SHAREHOLDER

QHSE Mgr.OkkySephenryanto

(44/7)

Fin. & Adm. ManagerFR Georges

(35/5)

HR ManagerNovalia O.

(34/0)

National Ops. Mgr

(To be recruited)

Technical Mgr.Christophe Duboscq (29/4)

SecretaryTuti (51/14)

100%

Regional Op.

Manager

Java/Kaliman.

Iwan Subagio

(54/7)

Regional Op.

Manager

Sumatra

David Samara

(45/3)

National Sales Mgr.Sulistyo P.

(36/0)

Dep. Tech.ManagerTeguh

Sudrajat (36/4)

Deputy Fin. & Adm. ManagerKrisna I Putra

(38/6)



Page 13

Enclosure 3

Name Position Mr. Jean Cristophe Xavier Cambier Director

5. Financial Highlight in Consolidated Financial Statements

Certified Public Accountant Mr. Aria Kanaka, CPA No. AP 0101: ARIA KANAKA & REKAN

Unit: US$

Consolidated Financial Statement (ABS & SRC)

2012 2013 2014 9 months of 2015

Audited % Audited % Audited % Reviewed % Cash and Equivalent 69,816,620,874 19.15 46,272,455,869 11.36 50,214,793,572 10.84 21,842,705,005 5.92

Trades and others Receivables 134,300,869,717 36.83 169,224,549,643 41.53 202,185,807,283 43.66 160,037,220,394 43.40

Inventory 63,492,827,827 17.41 92,477,471,343 22.69 99,294,143,277 21.44 81,225,413,380 22.03

Other Current Asset 8,956,203,557 2.46 13,662,685,283 3.35 13,632,478,046 2.94 9,996,485,695 2.71

Net Equipments 62,138,370,903 17.04 61,072,743,417 14.99 66,081,425,279 14.27 65,758,980,665 17.83

Other Non-current Asset 25,950,664,830 7.12 24,774,508,810 6.08 31,636,452,185 6.83 29,921,411,235 8.11

Total Asset 364,655,557,708 100.00 407,484,414,365 100.00 463,045,099,642 100.00 368,782,216,374 100.00 Short-term loans 49,800,000,000 13.66 80,000,000,000 19.63 85,500,000,000 18.46 132,306,135,000 35.88 Trade payables 160,995,895,480 44.15 183,435,667,397 45.02 229,918,687,010 49.65 80,902,807,257 21.94 Other Liabilities 52,493,203,768 14.40 34,030,745,927 8.35 29,840,374,709 6.44 33,592,914,399 9.11 Total Liabilities 263,289,099,248 72.20 297,466,413,324 73.00 345,259,061,719 74.56 246,801,856,656 66.92 Registered and Paid-up Capital 58,450,080,000 16.03 58,450,080,000 14.34 58,450,080,000 12.62 58,450,080,000 15.85 Premium on Share 42,909,253,479 11.77 51,558,342,673 12.65 59,324,518,993 12.81 63,518,592,571 17.22 Retained Earning 7,124,981 0.00 9,578,368 0.00 11,438,930 0.00 11,687,147 0.00

Total Shareholder equities 101,366,458,460 27.80 110,018,001,041 27.00 117,786,037,923 25.44 121,980,359,718 33.08 Revenues from Sales 618,204,921,952 100.00 725,845,435,513 100.00 677,359,473,416 100.00 337,986,701,835 100.00 Cost of Sales 576,125,965,272 93.19 669,682,269,704 92.26 614,267,777,033 90.69 295,984,955,958 87.57 Selling and Management

Expenditures 23,775,171,723 3.85 27,262,916,675 3.76 27,755,054,017 4.10 22,856,881,678 6.76

Financial Costs 7,704,575,339 1.25 9,991,753,698 1.38 15,001,660,494 2.21 11,678,184,132 3.46 Income Tax 3,534,418,213 0.57 6,375,320,190 0.88 6,301,944,990 0.93 3,272,358,272 0.97 Net Profit (Loss) 7,064,791,405 1.14 12,533,175,246 1.73 14,033,036,882 2.07 4,194,321,795 1.24





Page 14

Enclosure 3

During the year 2012 – 2014, ABS recorded sale revenue of US$ 45.46 million, US$ 53.37 million, and US$ 49.81

million. Sale revenue has been increased because of the government budget for the infrastructure such as high way.

ABS recorded cost of goods sold of US$ 42.36 million, US$ 49.24 million, and US$ 45.17 million which are

equivalent to 93.19 percent, 92.26 percent, and 90.69 percent of total revenue. ABS has administration expense of

US$ 1.59 million, US$ 1.80 million, and US$ 1.95 million which are equivalent to 3.50 percent, 3.36 percent, and 3.91

percent of sale revenue respectively.

ABS recorded a net profit of US$ 0.52 million in the year 2012, increased to US$ 0.92 million in 2013 and US$ 1.03

in 2014 or equivalent to 1.14 percent, 1.73 percent, and 2.07 percent increase because of revenue increased.

For the 9-Month period for the year 2015, ABS recorded sale revenue of US$ 24.85 million, cost of goods sold of US$

21.76 million or 87.75 percent of sale revenue, and net profit of US$ 0.31 million or 1.24 percent of sale revenue.

During this 9 months period, most of the projects have been delayed due to late approval of Government Budget

allocation which affectted ABS sales volume.


During the year 2012 – 2014, ABS has total assets of US$ 26.81 million, US$ 29.96 million, and US$ 34.05 million

which increased by new fixed assets expenditures. ABS has total liabilities of US$ 19.40 million in 2012 and increased

to US$ 21.57 million and US$ 25.39 million. The increase of total liabilities attributable to higher account payables and

loans. ABS has total shareholders’ equities of US$ 7.45million in 2012, US$ 8.09 million in 2013, and US$

8.66million in 2014 because of retained annual net profit.

For the 9-Month period of 2015, ABS has total assets of US$ 27.12 million, total liabilities of US$ 18.15 million, and

total shareholders’ equity of US$ 8.97 million.

7. Liabilities as of September 2015

ABS has the total liabilities of US$ 18.15 million which comprised of current liabilities of US$ 17.65 million and the

noncurrent liabilities of US$ 0.50 million. The major accounts in current liabilities were short-term loan from institution of US$

9.73 million and accounts payable of US$ 5.95 million.

8. Litigation



Page 15

Enclosure 3

-None-



ABS& SRC & SDAN signed the agreement to accept the assistance in production technique with Colas for 5-year

period ended December 31st, 2015. The group also signed the co-ordination and management agreement with Colas ended

December 31st, 2015. For 9-month period of 2015, the group has accounted for these expenses in the amount of US$ 0.45 million

and US$ 0.07 million respectively.


-None-



Page 16

Enclosure 3

PT SaranarayaRekaCipta (“SRC”) Subsidiary of ABS


PT Suranaraya Reka Cipta (“SRC”) established in 2001 by Mr. Agus Suherman. Later in the same year, Colas

SAacquired 100 percent of shares from Mr. Agus Suhermanin order to distribute asphalt productsand provided storage tanks. The

operation started in 2002 at Jl. Yos Sudarso No. 93, Pelabuhan Semayang Balikpapan. Head office is located at Gedung Graha

Pratama, 19th Floor, Jl. Mt. Haryono Kav. 15, Jakarta 12810, Indonesia



SRC is a distributor of asphalt products with 1 storage tank tank at Balikpapan. SRC has 45 employees.

SRC locates next to the jetty with 2,580 square meters areas. The fixed assets mainly consist of 4,729-ton storage tank

for asphalt products with loading equipment. Recently, SRC has started negotiation with the government to expand the rental areas for future expansion.


SRC has registered and paid-up capital as follow;

Registered Capital 10,476,600 Rupiah which is equivalent to US$770.34

Paid-up Capital 10,476,600 Rupiah which is equivalent to US$770.34

Divided into 104,766 shares at the par value of 100,000 Rupiah



Page 17

Enclosure 3


4.1. Shareholders


(shares) Total value (Rupiah) Percentage

PT Asphalt Bangun Sarana 104,751 10,475,100,000 99.99

Victor Sitorus 15 1,500,000 0.01

Total 104,766 10,476,600,000 100.00


Name Position Mr. Christophe Voy President Director Mr. Ilham Mardanis Director

Mr. Jean Cristophe Xavier Cambier Director


Certified Public Accountant Mr. Aria Kanaka, CPA No. AP 0101: ARIA KANAKA & REKAN Unit : US$

2012 2013 2014

Audited % Audited Audited % Audited

Cash 37,642,445,756 31.85 16,163,038,925 11.30 40,951,390,285 24.19

Trades Receivables 40,532,296,268 34.29 72,602,569,667 50.77 62,701,132,904 37.04

Inventory 24,424,626,234 20.67 42,757,798,024 29.90 55,268,446,831 32.65 Other Current Asset 4,367,221,660 3.70 2,711,097,589 1.90 3,996,843,990 2.36 Net Equipments 4,961,284,210 4.20 4,469,749,521 3.13 5,125,455,740 3.03 Other Non-current Asset 6,261,691,581 5.30 4,309,676,030 3.01 1,250,950,357 0.74 Total Asset 118,189,565,709 100.00 143,013,929,756 100.00 169,294,220,107 100.00

Bank Overdraft - - 17,800,000,000 12.45 - -

Trades Payables 60,452,216,569 51.15 50,739,368,561 35.48 85,357,378,966 50.42

Other Liabilities 15,119,258,471 12.79 14,672,456,986 10.26 11,139,826,111 6.58

Total Liabilities 75,571,475,040 63.94 83,211,825,547 58.18 96,497,205,077 57.00 Registered and Paid-up Capital 10,476,600,000 8.86 10,476,600,000 7.33 10,476,600,000 6.19



Page 18

Enclosure 3

2012 2013 2014

Audited % Audited Audited % Audited

Retained Earning 32,141,490,669 27.19 49,325,504,209 34.49 62,320,415,030 36.81 Total Shareholder equities 42,618,090,669 36.06 59,802,104,209 41.82 72,797,015,030 43.00 Revenues from Sales 268,891,897,605 100.00 326,345,184,566 100.00 251,151,410,089 100.00 Cost of Sales 248,448,020,842 92.40 291,541,059,795 89.34 220,005,274,340 87.60 Selling and Management Expenditures

7,820,002,010 2.91 7,810,038,656 2.39 9,833,572,175 3.92

Financial Costs 1,825,413,573 0.68 2,744,439,869 0.84 3,112,910,468 1.24 Income Tax 3,061,334,437 1.14 7,114,210,127 2.18 5,204,742,285 2.07

Net Profit (Loss) 7,737,126,743 2.88 17,135,436,119 5.25 12,994,910,821 5.17

Remarks Financial Statements for 9-month 2015 has no information.



During the year 2012 – 2014, SRC recorded a sale revenue of US$ 19.77 million, US$ 24.00 million, and US$ 18.47

million. Sale revenue varies because of the government budget allocation for the infrastructure in Kalimantan islands. SRC

recorded cost of goods sold of US$ 18.27 million, US$ 21.44 million, and US$ 16.18 million which are equivalent to 92.40

percent, 89.43 percent, and 87.60 percent of total revenue. SRC recorded administration expense of US$ 0.53 million, US$ 0.70

million, and US$ 0.72 million which are equivalent to 2.69 percent, 2.92 percent, and 3.90 percent of sale revenue respectively.

SRC recorded net profit of US$ 0.57 million in the year 2012, increased to US$ 1.26 million in 2013 and US$ 0.96 in

2014 or equivalent to 2.88 percent, 5.25 percent, and 5.17 percent of revenue. The increase in net profit attributable to the higher

of sale revenue in line with the government Budget infrastructure allocation.


During the year 2012 – 2014, SRChas total assets of US$ 8.69million, US$ 10.52million, and US$ 12.45million

which increased by fixed assets expenditures. SRC has total liabilities of US$ 5.56 million in 2012 and increased to US$ 6.12

million and US$ 7.10 million. The increase of total liabilities attributable to higher short term loan and account payables.



Page 19

Enclosure 3

SRChas total shareholders’ equities of US$ 3.13million in 2012, US$ 4.40 million in 2013, and US$ 5.35million in 2014 because

of annual retained net profit.

7. Litigation

-None -



SRC signed the agreement to accept the assistance in production technique with Colas for 5-year period ended

December 31st, 2015. SRC also signed the co-ordination and management agreement with Colas ended December 31st, 2015. For

the year 2014, SRC has accounted for these expenses in the amount of US$ 0.34 million and US$ 0.31 million respectively.


-None–



Page 20

Enclosure 3

PT Sarana Distribusi Aspal Nusantara (“SDAN”) Affiliate company of ABS


PT Sarana Distribusi Aspal Nusantara (“SDAN”) owns the Floating Barge and provide rental service of Floating Barge

under the name “ADCO 333”. SDAN head office locates at Graha Pratana, 19th Floor, Jl. M.T. Haryone Kay. 15, Jakarta Selatan,

Indonesia.



SDAN is a joint venture between PT Asphalt Bangun Sarana (“ABS”) and Mitra Nusantara Investama (“MNI”) in the

proportion of 49 percent and 51 percent in order to own the vassal“Floating Barge”. Shareholders of MNI are Mr. Victor Sitorus

and Mr. Soetjipto.

Under the law of Indonesia, the foreign company can not own 100 percent of the ship or vessel. In order to comply by

the law, SDAN sets up the joint venture as above.

The Floating Barge owned by ABS which was imported from ADCO, Vietnam under the name ADCO 333. Later,

ABS sold this asset, namely ADCO 333 to SDAN. The sale agreement was executed on May 20th, 2011 and amended agreement

dated July 22nd, 2011 for the amount of Rupiah 4,479,550,373. Subsequently, SDAN signed a Transportation Arrangement

Service dated January 1st, 2015 with ABS for the use of this Floating Barge as Asphalt storage tank at a rental charge of Rupiah

90,000,000 per month.

2.2. Business Overview

SDAN provides rental service of Floating Barge for storage of asphalt products. Currently, Floating Barge berths at

Central Kalimantan, Sampit with the following details;



Page 21

Enclosure 3

Floating Barge at Sampit

Floating Bargehas been moved from Aceh since 2010 because ABS invested for storage tank of asphalt products.

ABS moved Floating Barge to berth at Sampit for storage of asphalt products at the nearby areas.

Floating Bargehas with 1,220-ton storage tank of asphalt products capacity divided into 6 tanks with loading

equipments. Floating Barge could be moved to berth in any terminal.


SDAN has registered and paid-up capital as follow;

Registered Capital 1,000,000,000Rupiahwhich is equivalent to US$ 73,529.41

Paid-up Capital 1,000,000,000Rupiahwhich is equivalent to US$ 73,529.41

Divided into 1,000shares at the par value of 1,000,000 Rupiah



Page 22

Enclosure 3


4.1. Shareholders


(shares) Total value (Rupiah)

Percentage

PT Asphalt Bangun Sarana 490 490,000,000 49.00

PT Mitra Nusantara Investama 510 510,000,000 51.00

Total 1,000 1,000,000,000 100.00

4.2. Board of directors

Name Position Mr. Victor Sitorus Director


Unit: US$

2013 2014 9 months 2015

Unaudited Unaudited Unaudited

Total Assets 451,000 472,000 395,000

Total Liabilities 327,000 343,000 288,000

Total Shareholders’ Equtiy 125,000 129,000 107,000

Revenue 89,000 87,000 55,000

Cost of Goods Sold - - -

Selling and Administration Expenses 69,000 77,000 52,000

Net Profit (Loss) 15,000 7,000 2,000

Remark: Financial Statement of SDAN is not audited. The number in the table is the trial balance according to the due diligence of PWC


6.1 Operation Overview



Page 23

Enclosure 3

During the year 2013 – 2014, SDAN recorded sale revenue of US$ 0.09 million and US$ 0.09 million. Sale revenue

mainly consisted of rental income. SDAN recorded administration expense of US$ 0.07 million and US$ 0.08 million which are

equivalent to 77.53percent, and 88.51 percent of sale revenue respectively. The higher administration expenses come from the

increasing salary cost.

SDAN had net profit of US$ 0.02 million in the year 2013, decreased to US$ 0.07 million in 2014 equivalent to 16.85

percent, and 8.05 percent of revenue. The decrease in net profit attributable to the increase of salary cost.

6.2 Financial Information

During the year 2013 – 2014, SDANhas total assets of US$ 0.45million, and US$ 0.47million which decreased due to

amortization of depreciation. SDAN has total liabilities (mainly short term loan) of US$ 0.33 million in 2013 and increased to

US$ 0.34 million , and also total shareholders’ equities of US$ 0.13million in 2013, US$ 0.13million in 2014.

7. Litigation

–None-



–None-


–None-



Page 24

Enclosure 3

Highway Resource Pte. Ltd. (“HR”)


Highway Resource Pte (“HR”) started in SingaporebyColas S.A. to trade asphalt products and distributes asphalt amongst the group.

HR’s office locates at 300 Beach Road #26-07, The Concourse, Singapore 199555


HR procures asphalt products and sells the products to the Colas’ group of companies which consists of ABS in

Indonesia and ADCo in Vietnam and others. HR has 4 employees.


HR has registered and paid-up capital ofSingapore SGD 4,780,000 without par value.


4.1. Shareholders: Colas S.A. holds 100.00 percent of registered and paid-up capital.


Name Position Christophe Voy Director Jacques Marechal Director Khua Soh Khim Tracy Director Jacques Marcel Pastor Director



Page 25

Enclosure 3

5. Financial Highlight - Consolidate (HR & Subsidiary)

Certified Public Accountant Mazars LLP Public Accountants and Chartered Accountants Singapore

Unit: US$

2012 2013 2014 9 months of 2015



Trades Receivables 34,473,357 74.89 30,017,629 63.47 38,095,091 70.88 21,760,720 58.07

Inventory 3,299,566 7.17 6,421,636 13.58 7,249,666 13.49 6,474,259 17.28

Non-Tangible Asset 2,096,233 4.55 2,032,995 4.30 1,709,507 3.18 1,663,704 4.44

Properties Plants and

Equipments 3,970,289 8.63 3,954,790 8.36 5,441,292 10.12 5,318,316 14.19


Total Asset 46,030,332 100.00 47,295,075 100.00 53,745,048 100.00 37,473,237 100.00

Loan from related person 1,000,000 2.17 1,000,000 2.11 0 0.00 5,187,804 13.84

Short-term loans 18,294,414 39.74 19,006,104 40.19 25,067,647 46.64 5,803,293 15.49

Trade payables 22,749,948 49.42 22,597,853 47.78 21,473,017 39.95 14,327,762 38.23

Other liabilities 63,925 0.14 49,193 0.10 680,808 1.27 0 0.00


Registered and paid-up

capital 3,594,636 7.81% 3,594,636 7.60% 3,594,636 6.69% 3,594,636 9.59%

Reserve for exchange rate -1,085,828 -2.36% -1,095,048 -2.32% -1,080,681 -2.01% -1,381,264 -3.69%

Retained Earning 1,413,237 3.07% 2,142,337 4.53% 4,009,621 7.46% 9,941,006 26.53%

Total Shareholders’ Equity 3,594,636 7.81 4,641,925 9.81 6,523,576 12.14 12,154,378 32.43

Revenues 137,282,682 100.00 170,992,974 100.00 163,206,764 100.00 117,600,085 100.00

Cost of Sales 131,206,835 95.57 163,346,540 95.53 152,005,996 93.14 105,755,758 89.93

Operating Cost 4,585,463 3.34 5,924,967 3.47 8,184,116 5.01 4,154,392 3.53

Net Profit (Loss) 75,716 0.06 729,100 0.43 1,867,284 1.14 5,927,477 5.04



During the year 2012 – 2014, HR recorded sale revenue of US$ 137.28 million, US$ 170.99 million, and US$ 163.21

million. Sale revenue grew because of the increase of sale within the Colas group. HR recorded cost of goods sold of US$ 131.21

million, US$ 163.35 million, and US$ 152.00 million which are equivalent to 95.57 percent, 95.53 percent, and 93.14 percent of



Page 26

Enclosure 3

total revenue. HR recorded administration expense of US$ 4.59 million, US$ 5.92 million, and US$ 8.18 million which are

equivalent to 3.34 percent, 3.47 percent, and 5.01 percent of sale revenue respectively.

For the 9 months 2015, HR recorded higher sale revenue of US$117.60 compared to the same period last year of

US$103.51 million because of the increase of sale within the Colas group. HR recorded cost of goods sold of US$105.76 million

which is equivalent to 89.93 percent of total revenue. The lower of cost of goods sold attributable to the decreasing of oil price.

HR recorded net profit of US$ 0.08 million in the year 2012, increased to US$ 0.73 million in 2013 and US$ 1.87 in

2014 or equivalent to 0.06 percent, 0.43 percent, and 1.14 percent of revenue. The increase in net profit was due to increase of

sale revenue. For the 9 months 2015, HR had net profit of US$5.93 million.


During the year 2012 – 2014, HR has total assets of US$ 46.03million, US$ 47.30million, and US$ 53.75million

which was due to increased in account receivables and fixed assets of subsidiaries. HR has total liabilities of US$ 42.11 million

in 2012 and increased to US$ 42.65 million and US$ 47.22million. The increase of total liabilities mainly consist of higher short

term loan and account payables. HR has total shareholders’ equities of US$ 3.59million in 2012, US$ 4.64million in 2013, and

US$ 6.52million in 2014 because of the annual retained net profit.

For 9 months 2015, HR has total assets of US$37.47 million which decreasing when compare to the end of last year.

The lower asset comes from decreasing in account receivable. HR has total liabilities of US$25.32 million which decreasing

when compare to the end of last year was mainly due to repayment of short-term loan. HR has total shareholders’ equities of

US$12.15 million which increasing substantially, due to the increase in net profit by more than 300%.

7 Liabilities

For 9 months 2015, HR has a total liabilities (or current liability) of US$ 25,318,859 million for which the Account

payables was US$ 14,327,762 million.

8 Lititgation

–None-

9 Connected transaction between listed company and directors, management, and major shareholders (direct and




Page 27

Enclosure 3

HR & ADCo signed the agreement to accept the assistance in production technique with Colas. HR & ADCo also

signed the co-ordination and management agreement with Colas. For the year 2014, HR & ADCo has accounted for these

expenses in the amount of US$ 0.49 million and US$ 0.33 million respectively.

10 Significant Acquisition Transaction in the past 2 year

–None-



Page 28

Enclosure 3

Asphalt Distribution Co.,Ltd. (“ADCo”)Subsidiary of HR


Asphalt Distribution Co.,Ltd. (“ADCo”)started in 1993 by HR (Singapore) and Viet Co. in proportion of 60 : 40 in order to

import, produce, and sell asphalt products, emulsion and PMB in Vietnam.

ADCo head office is located at 12nd floor, Center Building, No 1 Nguyen Hay Tuong, Thanh Xuan Trung Ward, Thanh

Xuan District, Hanoi, Vietnam

Depot terminal for asphalt stock 1. Located at Go Dau, Southern Vietnam

2. Located at Cam Ranh, Southern Vietnam

3. Located at Chan May, Central Vietnam

4. Located at Haiphong Northern Vietnam

Floating Barges

Bitumen Depots

Emulsion Plants

PMB Plants



Page 29

Enclosure 3



ADCo started in 1993 by HR Sin and Viet Co. in proportion of 60:40. Subsequently in 2004, Colas S.A. acquired

share from HR Sin and Viet Co. and become the major shareholder of 75%and in 2008, Colas S.A.further acquired the

remaining 25% fromViet Co. Since then, Colas S.A.holds 100.00 percent of ADCo’s Share.

2.2. Business Overview ADCo is a distributor of asphalt products, PMB, and Emulsion for road constructor in Vietnam. ADCo has 4 depot terminals of storage tanks and production plants of emulsion and PMB located around the country. ADCo also owned a fleet of 70 trucks to deliver the asphalt to customer, as follow;

100%

100%

Vietnam

Singapore

France



Page 30

Enclosure 3

1. Depot terminal of asphalt stock and plant of PMB and plant of Emulsion atGo Dauin Southern Vietnam

This location contains of 2-tank of 5,000 tons capacity for asphalt products, 1-tank of daily use with capacity of

243 tons, and 9-tank of 450 tons with production capacity of PMB at 150 tons per day.

ADCo 5.2kmt



Page 31

Enclosure 3

It has 212-ton tank for Emulsion with production capacity of Emulsion at 8 tons per hour, and also has 22 trucks

for delivery.

2. Depot terminal of asphalt stock at Cam Ranh, Southern Vietnam



Page 32

Enclosure 3

2 Floating Barge for 2,580-ton storage tank capacity and 4 trucks for delivery.



Page 33

Enclosure 3

3. Depot terminal of asphalt stock and plant of PMB and plant of Emulsion atChan Mayin Central Vietnam

This location contains of 1-tank of 3,600 tons capacity for asphalt products,14-tank of daily usewith capacity of

760 tons, and 10-tank of 530 tons capacity for PMB with production capacity of 150 tons per day.

Now, ADCo is on the construct the Emulsion storage tank which the capacity of 60tons and will be completed in

the end of 2015. This plant will has capacity of 3.5 tons per hour of Emulsion.



Page 34

Enclosure 3

4. Depot terminal of asphalt stock and plant of PMB and plant of Emulsion atHaiphongin Northern Vietnam

This location contains of 1-tank of 2,500 tons capacity for asphalt products, 25-tanks of daily use with capacity of

1,279 tons, and a-tank of 746 tons with production capacity of PMB at 200 tons per day.



Page 35

Enclosure 3

It has 132-ton tank for Emulsion with production capacity of Emulsion at 15 tons per hour, and also has 18 trucks

for delivery and 4 sprayer truck.


ADCo has registered and paid-up capital of US$5,865,412


4.1. Shareholders: HR holds 100.00 percent of registered and paid-up capital.


Name Position

Mr. Jacques Pastor Chairman

Mr. Jacques Marechal Inspector

Mr. RomainTermoz Member



Page 36

Enclosure 3

Name Position

Mr. Christophe Voy Member

Mr. Le Tam Member

Mr. NhuDinh Lam Secretary

4.3. Management

Mr. Christophe Voy General Director

Mr. Le Tam Deputy General Director

Mr. Romain Termoz Deputy General Director


Certified Public Accountant Pham Phuong Anh Audit Practicing Registration certificate No. 2220-2013-177-1

Mazars Vietnam Co., Ltd.

Unit: US$

2012 2013 2014 9 months of 2015



Trades Receivables -Net 34,473,357 74.89 30,017,629 63.47 38,095,091 70.88 21,760,720 58.07

Inventory 3,299,566 7.17 6,421,636 13.58 7,249,666 13.49 6,474,259 17.28

Intangible Asset 2,096,233 4.55 2,032,995 4.30 1,709,507 3.18 1,663,704 4.44

Properties Plants and Equipments

3,970,289 8.63 3,954,790 8.36 5,441,292 10.12 5,318,316 14.19


Total Asset 46,030,332 100.00 47,295,075 100.00 53,745,048 100.00 37,473,237 100.00

Loan from related party 1,000,000 2.17 1,000,000 2.11 0 0.00 5,187,804 13.84

Short-term loan from financial institution

18,294,414 39.74 19,006,104 40.19 25,067,647 46.64 5,803,293 15.49

Trades Payables 22,749,948 49.42 22,597,853 47.78 21,473,017 39.95 14,327,762 38.23



Page 37

Enclosure 3

Other Liabilities 63,925 0.14 49,193 0.10 680,808 1.27 0 0.00


Registered and Paid-up Capital

3,594,636 7.81 3,594,636 7.60 3,594,636 6.69 3,594,636 9.59

Reserve for Exchange Rate -1,085,828 -2.36 -1,095,048 -2.32 -1,080,681 -2.01 -1,381,264 -3.69

Retained Earning 1,413,237 3.07 2,142,337 4.53 4,009,621 7.46 9,941,006 26.53

Total Shareholder equities

3,922,045 8.52 4,641,925 9.81 6,523,576 12.14 12,154,378 32.43

Revenues 137,282,682 100.00 170,992,974 100.00 163,206,764 100.00 117,600,085 100.00

Cost of Sales 131,206,835 95.57 163,346,540 95.53 152,005,996 93.14 105,755,758 89.93

Selling and Management Expenditures

4,585,463 3.34 5,924,967 3.47 8,184,116 5.01 4,154,392 3.53

Net Profit (Loss) 75,716 0.06 729,100 0.43 1,867,284 1.14 5,927,477 5.04



During the year 2012 – 2014, ADCo recorded sale revenue of US$ 60.16 million, US$ 83.62 million, and US$ 98.98

million. Sale revenue has increased because of the higher government spending for the infra structure. ADCo recorded cost of

goods sold of US$ 54.55 million, US$ 76.11 million, and US$ 87.60 million which are equivalent to 90.68 percent, 91.02

percent, and 88.50 percent of total revenue. ADCo recorded administration expense of US$ 4.17 million, US$ 5.35 million, and

US$ 7.37 million which are equivalent to 6.94 percent, 6.39 percent, and 7.44 percent of sale revenue respectively.

For the 9 months 2015, ADCo recorded a sale revenue of US$100.51and cost of goods sold of US$85.46 million

which is equivalent to 85.03 percent of total revenue. ADCo has the administration expenses of US$7.34 which is equivalent to

7.30 percent of total revenue

ADCo recorded net profit of US$ 0.02 million in the year 2012, increased to US$ 0.69 million in 2013 and increased to

US$ 1.76 in 2014 or equivalent to 0.04 percent, 0.83 percent, and 1.78 percent of revenue. The increase in net profit was

attributable to the increase of sale revenue. For the 9 months 2015, ADCo achieved a net profit of US$5.72 million which is

equivalent to 5.70 percent of revenue. The substantial increase in net profit comes from the decreasing of cost of goods sold.




Page 38

Enclosure 3

During the year 2012 – 2014, ADCo has total assets of US$ 24.95million, US$ 29.73million, and US$ 34.02million

which increased by fixed assets expenditures. ADCo has total liabilities of US$ 17.66million in 2012 and increased to

US$ 21.77million and US$ 24.33million. The increase of total liabilities was due to the short term loan and account payables.

ADCohas total shareholders’ equities of US$ 7.29million in 2012, US$ 7.96million in 2013, and US$9.69million in 2014 because

of the annual retained net profit.

For 9 months 2015, ADCo has a total assets of US$30.22 million and a total liabilities of US$15.03 million. Thetotal

shareholders’equities of ADCo was US$15.19 million.

7. Liabilities

ADCo has the total liabilities of US$ 15.03million consisting of current liabilities of US$ 14.57million and non-current

liabilities of US$ 0.46million.The major details in current liabilities are accounts payable of US$4.44million, short-term loan

from institution of US$5.34 million.

8. Litigation

–None-



ADCo signed the agreement to accept the assistance in production technique with Colas. In 2014, ADCo has expenses for

those agreements in the amount of VND 10,531.02million and VND 3,860.02 million.


–None-



Page 39

Enclosure 3

AD Shipping Pte. Ltd. (“ADS”)


AD Shipping Pte. Ltd. (ADS) started the company at September 14th 1997 by Colas S.A. for transportation asphalt to

the Colas Group. ADS ‘ office is located at 300 Beach Road #26-07, The Concourse, Singapore 199555.


ADS’ main business is in marine freight logistic. The main asset is the vessel name “AD Matsu” with the capacity of 3,300

tons. The vessel build by Nakatani Shipbuilding Co., Ltd., Japan.


ADS has registered and fully paid-up capital of SGD 7,125,000. Divided into common shares of 7,125,000 share, at par value.

4. Shareholders and Board Directors

4.1. Shareholders



Page 40

Enclosure 3

Colas S.A. held 100.00 percentage of registered and paid-up capital.

4.2. Board of Director

Name Position

Christophe Voy Managing Director

Jacques Marechal Director

Khua Soh Khim Tracy Director

Jacques Marcel Pastor Director


Certified Public Accountant Mazars LLP Public Accountants and Chartered Accounts Singapore

Unit: US$

2012 2013 2014 9 months of 2015

Audited % Audited % Audited % Audited %

Plants and Equipments 17,807,477 97.34 17,094,845 93.44 16,614,494 90.81 16,012,520 87.52

Trade receiables - Net 459,081 2.51 1,743,170 9.53 997,882 5.45 2,769,489 15.14

Other Asset 28,334 0.15 35,055 0.19 1,082,734 5.92 34,417 0.19

Total Asset 18,294,892 100.00 18,873,070 103.16 18,695,110 102.19 18,816,426 102.85

Loan from related parties 10,000,000 54.66 10,000,000 54.66 9,000,000 49.19 8,000,000 43.73

Other Liabilities 341,064 1.86 199,986 1.09 221,124 1.21 343,828 1.88

Total liabilities 10,341,064 56.52% 10,199,986 54.05 9,221,124 49.32 8,343,828 44.34

Registered Capital 5,000,000 27.33 5,000,000 27.33 5,000,000 27.33 5,000,000 27.33

Retained Earnings 2,953,828 16.15 3,673,084 20.08 4,473,986 24.45 5,472,597 29.91

Total Shareholders’

Equity 7,953,828 43.48 8,673,084 45.95 9,473,986 50.68 10,472,597 55.66

Total Revenues 2,611,433 100.00 2,844,000 100.00 2,993,600 100.00 2,739,800 100.00

Cost of Sales 1,220,115 46.72 1,275,495 44.85 1,276,754 42.65 1,016,769 37.11

Selling and Management

Expenditures 376,761 14.43 627,140 22.05 718,826 24.01 711,199 25.96



Page 41

Enclosure 3

Net Profit (Loss) 769,065 29.45 719,256 25.29 800,902 26.75 998,611 36.45



During the year 2012 – 2014, ADS recorded sale revenue of US$ 2.61 million, US$ 2.84 million, and US$ 2.93

million. Sale revenue has been increased because of the increasing routesand higher freight. ADS recorded cost of goods sold of

US$ 1.22 million, US$ 1.28 million, and US$ 1.28 million which are equivalent to 46.72 percent, 44.85 percent, and 42.65

percent of total revenue. ADS has administration expense of US$ 0.38 million, US$ 0.63 million, and US$ 0.72 million which

are equivalent to 14.43 percent, 22.05 percent, and 24.01 percent of sale revenue respectively. The reason of increasing

administration expense was higher payroll cost.

For 9 months 2015, ADS has sale revenue of US$2.74 million and cost of goods sold of US$1.02 which is equivalent

to 37.11% of total revenue. The administration expense was US$0.71 million which is equivalent to 25.96% of total revenue.

ADS recorded net profit of US$ 0.77 million in the year 2012, decreased to US$ 0.72 million in 2013 and increased to

US$ 0.80 in 2014 or equivalent to 29.45 percent, 25.29 percent, and 26.75 percent increase because of higher revenue.

9-Month period for the year 2015, ADS has net profit of US$ 1.00 million or 36.45 percent of sale revenue.


During the year 2012 – 2014, ADS has total assets of US$ 18.29million, US$ 18.87million, and US$ 18.70million

which decreased by the depreciation of fixed assets. ADS has total liabilities of US$ 10.34million in 2012 and decreased to

US$ 10.20million and US$ 9.22million. The major account of total liabilities is loans from shareholder. ADS has total

shareholders’ equities of US$ 7.95million in 2012, US$ 8.67million in 2013, and US$ 9.47million in 2014 because of annual

retained net profit.

For the 9-Month period of 2015, ADS has total assets of US$ 18.82 million, total liabilities of US$ 8.34 million, and

total shareholders’ equity of US$ 10.47 million.

7 Liabilities as of September 2015

ADS has the total liabilities of US$8.34million consisting of current liabilities of US$0.34million and the non current

liabilities (the loan from shareholder) of US$8.00million.

8 Litigation



Page 42

Enclosure 3

-None-



ADShas loans from shareholder for investment in vessel with the interest rate of US LIBOR 1 month + 2% and will due in

March 31st, 2016.


–None-



Page 43

Enclosure 3

Reta Link Pte Ltd. (“RTL”)


Reta Link Pte. Ltd. (RTL) stated the company at March 31st, 1989 by Colas S.A. for marine transportation asphalt to the

Group. RTL has an office at 300 Beach Road #26-07, The Concourse, Singapore 199555.


RTL main business is in marine freight logistic. The main asset is the vessel name “AD Phoenix” with the capacity of

2,058 tons. The vessel builds by Kurinoura Dockyard, Japan


RTL has registered and fully paid-up capital of SGD 50,000. Divided into common shares of 50,000 share, at par value.

4. Shareholders and Board Directors

4.1. Shareholders

Colas S.A. held 100.00 percentage of registered and paid-up capital.

4.2 Board of Director

Name Position

Christophe Voy Managing Director

Jacques Marechal Director

Khua Soh Khim Tracy Director

Jacques Marcel Pastor Director



Page 44

Enclosure 3


Certified Public Accountant Mazars LLP Public Accountants and Chartered Accounts Singapore

Unit: US$

2012 2013 2014 9 months of 2015


Plants and Equipments 5,724,976 93.86 5,367,286 88.09 5,009,595 72.47 5,590,602 80.66

Trade Receivables - net 253,607 4.16 679,335 11.15 1,839,468 26.61 1,284,986 18.54

Other Assets 121,065 1.98 46,587 0.76 63,902 0.92 55,246 0.80

Total Asset 6,099,648 100.00 6,093,208 100.00 6,912,965 100.00 6,930,834 100.00

Loans from related

parties 5,527,462 90.62 5,527,462 90.72 5,527,462 79.96 5,000,000 72.14

Other Liabilities 336,197 5.51 160,192 2.63 589,816 8.53 727,991 10.50


Registered Capital 41,370 0.68 41,370 0.68 41,370 0.60 41,370 0.60

6 Management’s Discussion and Analysis


During the year 2012 – 2014, RTL recorded sale revenue of US$ 2.44 million, US$ 2.13 million, and decreased to

US$ 1.87 million. Sale revenue has been changed because of the change in route of transportation. RTL has cost of goods sold

of US$ 1.23 million, US$ 1.53 million, and US$ 0.81 million which are equivalent to 50.32 percent, 71.90 percent, and 43.27

percent of total revenue. RTL recorded administration expense of US$ 0.98 million, US$ 0.31 million, and US$ 0.55 million

which are equivalent to 40.31 percent, 14.39 percent, and 29.42 percent of sale revenue respectively. The reason of increasing

administration expensewas due to higher payroll cost .

For 9 months 2015, RTL recorded a sale revenue of US$1.82 million and cost of goods sold of US$0.70 which is

equivalent to 38.42% of total revenue. The administration expense was US$0.63 million which is equivalent to 34.67% of total

revenue.

RTL had net profit of US$ 0.10 million in the year 2012, decreased to US$ 0.17 million in 2013 and increased to US$

0.39 in 2014 or equivalent to 4.20 percent, 7.95 percent, and 20.85 percent increase because of revenue increased.

9-Month period for the year 2015, RTL has net profit of US$ 0.41 million or 22.37 percent of sale revenue which was

due to the decrease in cost of goods sold.



Page 45

Enclosure 3


During the year 2012 – 2014, RTLhas total assets of US$ 6.10million, US$ 6.91million, and US$ 6.09million which

decreased by the depreciation of fixed assets. RTL has total liabilities of US$ 5.86million in 2012 and decreased to

US$ 5.69million and US$ 6.12million. The major account of total liabilities was a loan from shareholder. RTLhas total

shareholders’ equities of US$ 0.24million in 2012, US$ 0.41million in 2013, and US$ 0.80million in 2014 because of annual

retained net profit.

For the 9-Month period of 2015, RTL has total assets of US$ 6.93 million, total liabilities of US$ 5.73 million, and total

shareholders’ equity of US$ 1.20 million.

7 Liabilities as of September 2015

RTL has the total liabilities of US$5.73million. There are the current liabilities of US$0.73millionand the non current

liabilities (loan from shareholder) of US$5.00million.

8 Litigation

-None-

9. Connected transaction between listed company and directors, management, and major shareholders (direct and indirect) with proportion of more than 10 percent RTLhas loans from shareholder for investment in vessel with the interest rate of US LIBOR 1 month + 2% and will due in

March 31st, 2016.


–None-

Date post:	02-Feb-2018
Category:	Documents
Upload:	phamxuyen
View:	221 times
Download:	1 times

Enclosure 3 Appendix 3 - TIPCO · PDF fileEnclosure 3 Appendix. 3. Raycol Asphalt Co.,Ltd....

Documents