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56-1 One Report 2021_En
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บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Table of Contents Financial Summary Message from the Chairman Company General Information and Awards of Achievement Part 1 Business Operations and Performance 1. Group of Companies’ Structure and Operations 2. Risk Management 3. Driving Sustainable Business 4. Management Discussion and Analysis: MD&A 5. General Information and Other Key Information Part 2 Corporate Governance 6. Corporate Governance Policy 7. Corporate Governance Structure and Key Information about the Board of Directors, Sub-committees, Management, Employees, and Others 8. Corporate Governance Key Performance Report 9. Internal Control and Connected Transactions Part 3 Financial Statements
2 3 4 6 32 35 46 61 62 67 79 86 88
Attachment Attachment 1 Details about Directors, Executives, and Persons with Controlling Authority: Person with the highest responsibilities in Accounting and Finance; Person with direct responsibility for supervising Accounting; Company Secretary; and, in the case of a foreign company, the liaison agent. Attachment 2 Details about subsidiaries directors (directly) Attachment 3 Details about the Head of Internal Audit and Supervisor of the Company’s Compliance Attachment 4 Assets used in business operations and details of property appraisals Attachment 5 Full Version of the Company’s Corporate Governance Policy and Code of Conduct, and Business Ethics Attachment 6 Report of Audit Committee -1-
Annual Report 2021 | Form 56 -1 One Report
142 159 160 162 164 172
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Financial Summary Data from Financial Statement as of December 31, 2021 Consolidated
Separate
2021 Million Baht
2020 Million Baht
2019 Million Baht
2021 Million Baht
2020 Million Baht
2019 Million Baht
Total revenues
474.30
796.11
946.41
470.39
793.46
947.99
Total Cost and Expenses
462.69
757.04
1,109.34
449.97
738.44
1,094.97
13.67
35.87
(151.88)
23.48
52.61
(135.49)
570.51
570.51
570.51
570.51
570.51
570.51
1,401.53
1,474.93
1,561.60
1,450.55
1,522.30
1,593.21
105.34
159.47
253.48
104.86
149.70
244.70
1,296.19
1,315.46
1,308.12
1,345.69
1,372.60
1,348.51
849.79
886.50
879.15
902.28
929.19
905.10
Description
Profit for the year Number of Paid-up Shares Total Assets Total Liabilites Total shareholder's Equity Retained Earning-unappropaiated
Financial Ratio Description
Consolidated
Separate
2021
2020
2019
2021
2020
2019
Net Profit Margin (%)
2.88
4.51
(16.05)
4.99
6.63
(14.29)
Return on Equity Ratio (time)
1.05
2.73
(10.92)
1.73
3.87
(20.09)
Debt Equity Ration (time)
0.08
0.12
0.19
0.08
0.11
0.18
Net Profit Per Share (Baht)
0.02
0.06
(0.27)
0.04
0.09
(0.24)
Book Value per share (Baht)
2.27
2.31
2.29
2.36
2.41
2.36
Dividend per Share (Baht)
0.09
0.09
0.00
0.09
0.09
0.00
** Dividend per share for 2021 consists of interim dividend paid on September 6, 2021 at the rate of Baht 0.06 per share and extra dividend of Baht 0.03 per share, totaling Baht 0.09 per share, at the Board of Directors’ Meeting No. 1/2022 on February 23, 2022 resolution to propose to the AGM for approval.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Message from the Chairman
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Company General Information Company Name
: Unimit Engineering Public Company Limited Listed Company on the Market for Alternative Investment (MAI)
Nature of Business
: Operates an engineering business in the fields of design, manufacture, assembly, forming, and installation of metal products and equipment used in the production process of both domestic and international industrial plants.
Stock Symbol
: UEC
Established
: April 21, 1982
Company Registration No
: 0107548000323 (Original registration number 0107574800323)
Head Office
: 109/92-95 Moo 19 Soi Suksawat 66, Suksawat Road, Phrapradaeng, Samutprakarn 10130 Tel. 02 4630100 Fax. 02 4631910 Email: [email protected]
Factory Location 1
: 10/7-8 Moo 3, Chonburi-Banbung-Payub Road (3289) Nongchak, Bangbung, Chonburi 20170 Tel. 038 485561-64 Fax. 038 485565 Email: [email protected]
Factory Location 2
: 10/4 Moo 1, Nongchak, Bangbung, Chonburi 20170 Tel. 038 485561-64 Fax. 038 485565 Email: [email protected]
Factory Location 3
: 99/9 Moo 8 Sai 11 Road, Mabkha, Nikompattana, Rayong, 21180 Tel. 038 485561-64 Fax. 038 485565 Email: [email protected]
Homepage
: www.unimit.com, www.unimit.co.th
Registered Capital
: 142,627,650 Baht (originally registered capital 143,000,000 Baht)
Paid-up Capital
: 142,627,650 Baht (originally registered capital 143,000,000 Baht)
Value of ordinary shares per share
: 0.25 Baht
Number of Issued Ordinary Shares
: 570,510,600 shares (originally 572,000,000 ordinary shares)
Registrar
: Thailand Securities Depository Company Limited Capital Market Academy Building 2/7 Moo 4, (Northpark Project), Vibhavadi-Rangsit 62 Road, Tung Song Hong, Laksi, Bangkok, Thailand, 10210 Tel. 02 5969000 Fax. 02 8394994
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Auditor
: Ms. Krongkaew Limkittikul Certified Public Accountant, registration No. 5874 EY Office Company Limited 193/136-137 Lake Rajada Office Complex 33rd Floor, Rajadapisek Road, Klongtoey, Bangkok 10110 Tel. 02 2649090 Fax. 02 2640789-90
Audit fees
: 1,200,000 Baht
Other fees
: -None-
Internal Auditor
: I.A.P. Internal Audit Co., Ltd. 57, 1st Floor, Room 1F203, Rattanathibet Road, Bang Ktaso, Mueang District, Nonthaburi 11000 Tel. 02 4084366 Fax. 01 4084367
Details of Juristic persons : -Nonethat the Company holds more than 10% Shareholding
Awards of Achievement Year 2021 ENVIRONMENT - Environmental Management:
Obtained the “Green Industry, Ministry of Industry” Certificate, Certified as Green Industry Level 3 Green System: Systematic Environmental Management, Monitoring, Evaluation, and Review for Continuous Development from 2016-2022
SOCIAL - Management of Social:
Obtained the honorary award “CSR-DIW Continuous Award 2021”, Industrial Enterprises’ Social Responsibility Standard by the Ministry of Industry’s Factory Department for 10 consecutive years from 2011 – present.
GOVERNANCE Conducting business under good Governance Principles
Received the “Very Good CG Scoring” evaluation, announced on 26 October 2021 by the Thai Institute of Directors Association (Thai IOD)
ANTI-CORRUPTION
Certified as a member of the Thai Private Sector Collective Action Coalition against Corruption (CAC) for the period of February 4, 2019 – February 3, 2020 by the Thai Institute of Directors Association (IOD). The Company is currently in the renewal application for certification.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Part 1 Business Operations and Performance 1. Group of Companies’ Structure and Operations 1.1 Business Policy and Overview Unimit Engineering Public Company Limited started the business on April 21, 1982, with a registered capital of 9 million baht. The site was leased to build a factory of about 3 rai in Phrapradaeng, Samutprakan province. At the time, natural gas had been excavated in the Gulf of Thailand, and the government had encouraged the use of liquefied petroleum gas (LPG) as a substitute for wood charcoal and oil. As a result, the demand for large gas storage tanks is increasing, including tanks installed on trucks for transportation, gas storage tank service stations, gas storage tanks, gas storage plants, and various industrial plants. All large gas storage tanks during such periods must be imported from abroad. Since there is no production in Thailand, people in the gas industry, together with Taiwanese engineers with knowledge, expertise, and experience in designing and manufacturing large gas storage tanks, have joined forces to establish a Company in Thailand to produce large gas storage tanks instead of foreign imports. The standard is accepted, tested, inspected, and approved by the Department of Energy Business (Ministry of Energy). Using international standard production standards (ASME and JIS), large gas storage tanks of various sizes are tanks that can withstand pressure or compressive power of at least 17.6 kg/cm2. The chassis uses special quality steel, including welding at all points, and must be X-rayed and hydrostatically tested because it is used to contain flammable materials or liquefied petroleum gas (LPG) that requires maximum safety standards. The Company has successfully continued to operate the business, resulting in the need to increase the registered capital gradually to expand the business. In addition, we have developed ways to improve the production processes of products that use the main raw material, steel, to be diverse enough to meet the needs of customers in other industries. Based on the experience, competence, and expertise of employees, as well as existing machines, the Company has been recognized by both domestic and international customers. to produce various products, especially liquefied petroleum and other gas storage tanks, as well as other pressure vessels that meet international standards.
1.1.1 Vision / Mission, Goals, and Strategies for Business Operations
Vision To be the pre-eminent diversified and fully integrated steel fabricator of choice for the global market Mission • To provide value-added partnerships through consistent product quality and outstanding services to all our customers. • To generate optimum returns for our stakeholders through strong and consistent management practices and planning. • To accord top priority to the preservation of the environment and the safety of our workers, while fostering attractive conditions for our employees in which to work, learn, and grow professionally. Goals and Strategies of Business Operations The Company aims to maintain its domestic leadership in pressure vessels, which are used in basic industries, the energy industry, and the petrochemical industry. In addition, the Company plans to expand its international customer base, such as in the Middle East and Australian countries. This is to diversify income risks and reduce reliance on domestic industry revenues. As a result, revenue and profit growth will continue in the future. Since overseas customers trust the quality of the Company’s products and competitive prices, the Company has lower costs than competitor countries, especially labor costs, while the quality meets international standards.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance The Company has developed new products, especially enriched products, such as development to produce tanks more than 5 inches thick, cryogenic tanks, and truck tanks, aiming to expand its customer base and market at home and abroad. 1982 1989 1994
1998 2000
2005 2006 2007
1.1.2 Significant Changes and Developments over the past 3 years
- The Company was established to build a factory on approximately 1.2 acre of land in Phrapradaeng, Samutprakan.Province.. - Built the second factory on land of about 20 rai in Bangbung District, Chonburi. - Received certificates from the American Society of Mechanical Engineering (ASME) and the National Board of Boiler and Pressure Vessel Inspectors (NBIC) from the United States, including: : Received the “U” certification in the manufacture and installation of pressure vessels. : Received the “U2” certification in the manufacture and installation of Level 2 pressure vessels in accordance with the U.S Boiler and Pressure Vessel Inspection Committee standards. : Received the “S” certification in the production and installation of boiler. : Received the “R” certification as a certification for repair and upgrade of boilers and pressure vessels issued by the National Board of Boiler and Pressure Vessel Inspector Committee, U.S.A. - Expanded the factory area at Bangbung to 44 rai in order to increase production capacity and combined the factory from Phrapradaeng with the Bangbung factory. Phrapradaeng remains in office.. - Received a certificate of standardization from RWTUV, Germany. : AS-Merkblatt HP O/TED 201 Standard for Assembly and Welding Equipment Instrument Testing and Tool Testing Control. : The DIN EN 729-2 standard represents the standard for the welding process.. - Transformed into a Public Company and increased capital from 100 million baht to 143 million baht, listing as Public Company (Stock Symbol “UEC”) in the Market for Alternative Investment (MAI) on Friday, November 25, 2005. - Purchase of land expanded the original factory by 3.38 Rai (3 Rai -1 Ngan - 52 sq. Wa) or 5,408 sqm. - Purchased 100 Rai of land (160,000 sqm.) behind the original factory in Bangbung to expand the production capacity to a second factory. - Trademark Registration to the Trademark Office, Department of Intellectual Property. : Registration number Kor 293773, date 9 Feb. 2007, category 6 (Tanks or containers for packing, storing, or supplying gas, oil, liquid air, or all kinds of chemicals are made of metal. Tanks for use in the production process are made of metal, pipes, and equipment used in conjunction with metal pipes, heat exchangers, boilers, steam generators, and metal components, etc.). : Registration number B.38015, date 9 Feb. 2007, category 37 (Construction, contracting, repair, maintenance, building, assembling, testing, and installing gas cylinders, oil packing, or all kinds of chemical packing, laying all kinds of pipe systems, parts, machinery equipment, and steel structures.) : Registration number B.38016, date 9 Feb. 2007, category 42 (Engineering consulting, product design and information on engineering design) - Received the ISO 9001:2000 Certificate of Quality Management. - Listed in Forbes Asia’s annual “Top 200 Best Under 1 Billion” rankings. - Ranked in the annual ranking of “Asia’s Best Managed Company, Small Cap Corporate of the Year”. - Converted the par value from 1 baht to 0.25 baht per share. On November 15, 2007, new shares were first traded.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 2008 2009 2010
2011
2013 2014
2015 2016 2017
2019
2020 2021
- Started operation of the second factory at Bangbung by receiving investment promotion. Purchased 24 rai (38,400 sqm.) of land to build a third factory at Mabkha Subdistrict, Bankhai District, Rayong Province. - Listed in Forbes Asia’s annual “Top 200 Best Under 1 Billion” rankings for the second year. - Started the third factory in Rayong to assemble large-scale components for customers in Rayong province. - Obtained certificates from Lloyd’s Register. : In accordance with OHSAS 18001: 2007 Occupational Health and Safety Management System. : In accordance with ISO 14001:2004 Environmental Management System. : In accordance with ISO 9001 : 2008 Quality Management System. - Obtained a certificate from Lloyd’s Register. : According to ISO 3834-2 : 2005 Welding Quality Management System. - Awarded “CSR-DIW Continuous Award 2011” Standard of Responsibility for Industrial Enterprises to Society from the Department of Industrial Works, Ministry of Industry. - Construction of the 3-storey office building has been completed and has been operational since Q4/2011. - Development and registration of patents for self-supporting LPG Lorry Tank. - Certified “Green Industry” by the Ministry of Industry as green industry level 3 (Green System), - Established a direct subsidiary, Unimit (Hong Kong) Company Limited (UHK) in Hong Kong, engaged in investment in other companies (Holding Company) to invest in Myanmar. The Company is wholly-owned with a 100% shareholding. - Established an indirect subsidiary called Unimit Engineering (Myanmar) Company Limited (UEM) in Myanmar. The Company operates a business in foaming, assembling, and installing metal products according to the contract with Unimit (Hong Kong) Company Limited, holding 100% of the shares. The factory is located in the Thirawah Special Economic Zone near Yangon. - The registered capital was reduced from 572,000,000 shares for 143,000,000 baht to 570,510,600 shares for 142,627,650 baht at a par value of 0.25 baht per share. The repurchase shares were reduced by 1,489,400 shares at 0.25 baht per share, for a total of 372,350 baht. - Certified “Green Industry” by the Ministry of Industry as green industry level 3 (Green System), Systematic Environmental Management with monitoring, evaluation, and review for continuous development from September 2nd, 2016 to September 2019. - Unimit (Hong Kong) Co., Ltd. (UHK) registered a capital increase in December 2017 to 98 billion baht (USD 3 million dollars) to invest in the construction of a factory at Unimit Engineering (Myanmar) Co., Ltd. (UEM). - Submit a self-assessment form as a member of the Thai Private Sector Collective Action Coalition against Corruption (CAC). - Received a certificate as a member of the Thai Private Sector Collective Action Coalition against Corruption (CAC) from the Thai Institute of Directors Association (IOD) certified in accordance with the Resolutions of the Coalition Action Committee No. 4/2018 on February 4, 2019. - Certified “Green Industry” by the Ministry of Industry as green industry level 3 (Green System), Systematic Environmental Management with monitoring, evaluation, and review for continuous development from 2019 to 2022. - Received a plaque of honor for paying taxes within a specified period and with regularity from Ludluang Municipality, Samut Samutprakarn. - Unimit Engineering Myanmar Co., Ltd. (UEM) launched production in June 2020. - Temporarily suspended operations of Unit Engineering Myanmar Co., Ltd. (UEM) from 1 June–31 December 2021 due to Myanmar’s situation.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance 1.1.3 Fundraising Objectives. -None-
1.1.4 Commitments pledged by the Company in the IPO Statement -None-
1.1.5 Location, Head Office and Company Information
Head Office Nature of Business
Registration Number Tel: Fax: : Email : Company Website Paid-up Capital Share Value per share Ordinary Shares
109/92-95 Moo 19 Soi Suksawat 66, Suksawat Road, Phrapradaeng, Samutprakarn 10130 Engage in the engineering business of designing, manufacturing, assembling, forming, and installing metal products and equipment used in the manufacturing process of domestic and international industrial plants. 0107548000323 02 4630100 02 4631910 [email protected] www.unimit.com , www.unimit.co.th 142,627,650 baht. 0.25 baht. 570,510,600 shares (Former 572,000,000 shares)
1.2 Business Operations 1.2.1 Structure of Revenue
The Company earns revenue from design, assembly, installation, repair, processing, as well as other services related to metal products both domestically and exported abroad. In 2021, most of the revenue was from domestic work, about 90%, and 7% from export work.
The Company divides revenue according to geographical segments as follows:
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Revenue by Geographical Segment Geographical Segment Contract revenues - Domestic Contract revenues - Export Total Others income (interest included) Total revenues
2021 Consolidated Millon Baht % 429 90 35 7 464 97 12 3 476 100
2020 Consolidated Millon Baht % 740 92 53 7 793 99 7 1 800 100
2019 Consolidated Millon Baht % 826 87 62 7 888 94 62 6 950 100
Source of Revenue Types of Revenue Contract Revenue Financial Revenue Financial Revenue From Subsidiary Net Exchange Rate Gain Other Revenue Total Revenue
UEC Revenue Million Baht 460 2 1 7 3 473
% 97 0 0 2 1 100
Revenue from subsidiaries Million Baht % 4 133 0 0 -1 -33 0 0 0 0 3 100
Total Revenue Million Baht 464 2 0 7 3 476
% 97 0 0 2 1 100
The majority of the Company’s customers are the energy industry, the petrochemical industry, and other industry groups. The nature of the work of the Company may be classified mainly as the construction of pressure vessels and steel structure machinery parts. The pressure vessels account for approximately 74% of the total work.
Chart of Revenue by Product and Service Category.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance Revenue by Product and Service Product Pressure Vessels Machinery Parts Seel Structure Chemical Tank Mechanical Installation Total contract revenue Other incomes Total income
2021 Millon Baht 353 10 0 98 3 464 12 476
Total Revenue Domestic Oversea Total Other Income Incl. Interest) Total Revenue
% 74 2 0 20 1 97 3 100
2020 Millon Baht 645 16 0 105 27 793 7 800
% 81 2 0 13 3 99 1 100
2019 Millon Baht 650 99 0 49 90 888 62 950
% 68 11 0 5 9 93 7 100
2021 (million bath) 2020 (million bath) 2019 (million bath) 429 743 826 35 50 62 464 793 888 12 7 62 476 800 950
1.2.2 Product information.
(1) Characteristics of Product, Service, and Business Innovation Development The Company operates an engineering business in designing, manufacturing, assembling, installing, repairing, processing, and other services related to metal products used in the production process of industrial plants. It is mainly produced on customer orders. The Company’s customer base is in the energy and petrochemical industries, both within Thailand and abroad. The Company specializes in the design, manufacture and installation of pressure vessels. Management estimates that the Company has a market share of approximately 25% of domestic operators in the production of pressure vessels. In addition, the Company can process steel into machinery parts in the production process, such as air preheater parts, parts of incinerators, factory exhaust Emission (stacks), and fan casings. Currently, the Company is considered a leader in the production of pressure vessels. In addition, the Company can manufacture and install steel structures for construction and chemical tanks, as well as mechanical installations such as pipe installation in petrochemical plants. The Company has about 40 years of experience in this business and continuously improves the quality of products and services. As a result, the Company’s products and services are widely accepted by both domestic and international customers. The Company can produce a wide range of products in terms of model, size and type of materials used in production, and the appropriate properties of each type of equipment depend on the application characteristics of the product. The Company has a team of skilled engineers and understanding of products to advise customers that its products are high-standard products that have quality inspections at all stages of the production process and installation. The Company has received various certificates from prestigious institutions, including standards from The American Society of Mechanical Engineers (ASME), which are divided into two categories: S is the
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) standard for Fired Pressure Vessels products, and the U and U2 are standards for Unfired Pressure Vessels products, In addition, the Company is also certifed by The National Board of Boiler and Pressure Vessel Inspectors (NBIC) and RWTUV, Standards from The American Society of Mechanical Engineers (ASME) and The National Board of Boiler and Pressure Vessel Inspectors (NBIC). A representative from the institute comes to inspect every 3 years. Standard Marker S U U2 R
Description of the standard. Boiler Manufacturing, Assembly, and Installation Standards Manufacturing standards and installation of Unfired Pressure Vessels. Unfired Pressure Vessel Level 2, which has a standard level higher than U standard Standards for repairing and improving boilers and pressure vessels
AD-Merkblatt Standards for assembling and welding equipment HP 0 /TRD 201 Device Welding Control, Instrument Testing and Tool Testing Control DIN EN 729-2 Welding Process Standards
Accredited Institutions
Country
The American Society of Mechanical Engineers (ASME)
United States of America
The National Board of Boiler and Pressure Vessel Inspectors (NBIC) RWTUV
United States of America Germany
Products & Services The Company’s products and services can presently be divided into 5 main categories: 1. Large Pressure Vessels can be separated into various types of products: Consist of spherical, vertical columns, horizontal drums use to contain liquefied petroleum gas (LPG), ammonia gas (NH3), carbon dioxide (CO2), liquefied nitrogen gas (N2), etc. - Transportable Vessel - Gas storage tanks mounted on Lorry or on Wagon for transportation. - Distillation Tower/Columns - The Refining tower or tower is used for refining various types of oil or petrochemicals. - Reactors are used in various industries. - Jacketed Vessel – 2-Layer Pressure Vessels used in the Food Industry. - Boilers are used in general industrial plants. - Heat Exchangers are used in oil refineries and petrochemical plants. - Air Receivers and Steam Drums: Air Tank, Steam Tank, used in power plants - Cryogenic Tank contains all kinds of liquefied gases such as LNG, Oxygen, Nitrogen, etc. - Self-Supporting LPG Lorry Tank 2. Machinery Parts: Processing and assembling various types of steel according to the design and requirements of customers include: - Emission stacks and incinerator parts used in industrial plants. - Fan casing and part of air preheater used in power plants - Wastewater Treatment System and Seawater Desalination Systems. 3. Steel structures are mainly used in the construction of energy and petrochemical industries, combined with other products, especially pressure vessels and piping systems. 4. Chemical Tanks that are not pressure vessels, such as large oil tanks (Tank Farms) used in various refineries, or large chemical or plastic pellet containers.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance 5. Mechanical Installation, Assembly, and Installation of Production Systems in related to Industrial Plants: Mostly require other products such as pressure vessels, steel structures, pipes, other equipment, etc. The Company’s products and services are divided into five categories: Pressure Vessels, Machinery Parts, Steel Structures, Chemical Tanks, and Mechanical Installations. Details of each product are as follows: 1. Pressure Vessel Pressure vessels include chemical containers designed to withstand internal pressure used in various plant process. It is mainly used for packaging chemicals during the production process, which in the process requires pressure control according to engineering processes. Such containers must have the ability to effectively obtain pressure during the manufacturing process in order to prevent chemicals from leaking or exploding and causing harm. Pressure vessels are mainly used to contain chemicals in gaseous or liquid form, such as liquefied petroleum gas (LPG), ammonia, carbon dioxide, and nitrogen. Currently, the Company can produce pressure vessels that can handle pressures up to about 250 bar and use steel up to 125 mm thick. Production operations can be divided into several types as follows: Types of Pressure Vessels
Explanation
Unfired Pressure Vessels
Pressure vessels that are not designed to be exposed to heat in the production process, such as liquid petroleum tanks, carbon dioxide tanks and ammonia tanks, etc.
Fired Pressure Vessels
Pressure vessels designed to be exposed to heat in the production process, such as Boilers, are used to burn fuel for heating in the production process. The Steam Sterilizer is used in the food industry, and Autoclave Dryers use aerated brick drying, etc.
Heat Exchangers
A type of pressure vessel is used to adjust the temperature of chemicals to increase or decrease in the process of the production process.
Distillation Tower
A Distillation Tower is used to distill crude oil into different types of oil.
Jacketed Vessels
Pressure vessels with double wall containers, generally using steam to heat between the outer and inner containers, are mainly used in the food industry..
Reactors
Reactors for the reaction between two or more chemicals to be another type of chemical under the temperature and pressure of the process.
Transportable Vessels
Mobile pressure vessels such as LPG tanks on trucks, etc. (for other types of pressure vessels, if installed and in use, they will not move).
The main components of the pressure vessel are the Shell and the Formed Head, which are made of high-strength steel plates to withstand the pressure generated in the production process. Other pressure vessel accessories include valves to control the flow of chemicals, pressure gauges, pipes, flanges, and pipe fitting. In some cases, for large pressure vessels, in and out doors may be made so that employees can walk in to repair or check for leaks of pressure vessels, or pressure vessels may have a sight glass compartment on the container so that changes can be observed and chemicals can be seen inside.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) In the manufacturing of the pressure vessel, the engineering team generally focuses on designs to ensure safety in use, and the Company’s engineering team will design the shape and thickness of the steel to provide the capacity to receive the pressure in the production process as specified by the customer. For additional safety systems, feedback control systems may be installed, if the pressure gauge exceeds the specified level, safety valve will automatically open to release chemicals outside, reducing pressure until the pressure inside the container is appropriate, and sometimes the pipes may be designed to allow the chemical to flow back into use. The Company can produce pressure vessels in 3 shapes: cylindrical drum, cylindrical Column, and sphere. The pressure vessels in each shape can be pressurized and suitable for different applications. Spheres can hold the maximum pressure (the thickness of steel is the same in all shapes), as the pressure can be distributed in all directions. While another 2 shapes can handle lower pressure. In addition to being able to produce pressure vessels in various shapes, the Company can also produce various pressure vessels of various sizes as customers’ requirements as well. If the pressure vessel is very large and cannot be assembled from the Company’s factory and transported to customers, the Company will produce it as parts and then transport it for assembly and installation at the customer’s designated location. This details the maximum size of the pressure vessel in each model that the Company has experience in manufacturing, as shown as follows: Shape
Length (Meters)
Diameter (Meters)
Weight (Tons)
Cylindrical Drum
44.0
4.0
153.0
Cylindrical Column
104.0
4.4
528.0
-
23.2
800.0
Sphere
Pressure vessels are the main products that generate revenue for the Company. The Company has received great recognition from customers in the energy industry and petrochemicals in the production of pressure vessels that meet international standards. The Company focuses on the design, production, testing, installation, and quality inspection at all stages of the production process to ensure the quality of the pressure vessel produced and safety in use. It is suitable to be used in the production process of different types of factories. The Company uses specific design software to calculate the thickness of steel to be used in production to suit the pressure level and temperature inside the container according to the standards of The American Society of Mechanical Engineers (ASME) through the assembly process and the standard welding process of the RWTUV institute. After production. the pressure vessels will be hydrostatically tested to check for leakage of chemicals, and the Company’s products have been painted prevent rust. The Company’s product warranty for a period of 1-3 years. In addition, the Company provides repair and maintenance services various factories.
- 14 -
Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance Cylindrica Pressure Vessel, Curved Head Ammonia Storage Tank
Oxygen Removal Tank
Cylindrical Pressure Vessel Set Spherical Pressure Vessels
Distillation Tower Petrochemical Industry Gas storage, Energy Industry
- 15 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 2. Machinery Parts The engineering team provides advice on both design and production. Examples of machinery parts are: • Factory exhaust flue (Stack) are used in industrial plants with fuel combustion. • Fan Casing, a device to control the direction of air movement. It is primarily used in electrical power plants. • Incinerator used in industrial plants for various types of waste burning. • Air preheater used in electrical power plants.
Factory exhaust flue (Stack)
Incinerator Part
Fan Casing
3. Steel Structure
Steel structures are mainly supplied to energy and petrochemical industries using shape steel such as H-beam, I-beam, Channel steel and Angle steel, etc. In addition, for some projects that require heavy non-standard shape, the Company can fabricate from flat plate (built-up) to have profile according to customer requirement. Examples of the steel structures used in industrial plants include steel structures and factory buildings; The Pipe Bridge and Pipe Rack are used for crossing over the plant road, Traveling Crane, etc.
Pipe spools
- 16 -
Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance
Platform and Ladder 4. Chemical Tank In addition to the pressure vessels, the Company can also produce general chemical tanks. The tanks are not designed to be able to endure the internal pressure, therefore, it can only bear a certain level of pressure, which is generally used as a chemical storage tank, such as an oil tank or a plastic pellet storage tank.
5. Mechanical Installation The Company provides services for installation of equipment at customer site, no matter the equipment produced by the Company or others such as such as reactor installation and installation of pipe systems in petrochemical plants, and, installation of machinery, equipment and steel structures in the port area, etc
- 17 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
(2) Marketing & Competition (a) Marketing of Key Products and Services Marketing Policy over the past year. The Company’s business operations are based primarily on confidence from past performance, and the Company’s past performance has proven to produce quality products and good service to customers for about 40 years, thus gaining trust in the Company. The Company recognizes and focuses on such factors that make the work widely accepted and have led to referrals between customers. As a result, the Company has continued to increase its customer base. The Company has the following competitive strategies: Competitive Strategies. Product and Services Quality Standards The Company emphasizes the quality of products and services. The Company performs quality inspections in every production process in accordance with the production process standards and ensures that they are installed by engineers and technicians who have knowledge and understanding of the products to ensure high quality and safety of use. Since most of the Company’s products are used in the production process of large industrial plants such as oil refineries, gas separation plant, power plants, and petrochemical plants, or use as a component for the construction of various types of important projects, such as the steel structure of the factory building, the quality of the product and standardized services are therefore necessary and very important.
- 18 -
Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance The Company has been certified with quality standards by many institutions, which guarantee both the quality of production and service to repair pressure vessels and boilers that meet international standards, resulting in the Company’s products and services being recognized by both domestic and international customers. In addition to the internal quality inspection according to international standards, in some cases, if the customer requires an external expert to inspect the product, the Company will arrange for an organization that specializes in product quality inspection to further certify the quality of the Company’s products. such as SGS (Thailand) Co., Ltd. and Qualitech Co., Ltd., both of which are proficient in specific standards for inspecting pressure vessels and are accepted by customers by conducting non-destructive examinations where this type of inspection will not damage the product, such as radiographic tests and magnetic tests, etc. Based on the inspection of the Company’s products that certifies the quality of the products in the past, the Company’s products meet both quality standards and are safe to use at the required standards. Variety of Products and Services The Company engages in the engineering business in the field of design, production and installation of various equipment used in the manufacturing process of industrial plants. The steel is processed into various equipment and machine parts in terms of form and size according to the customer’s design. The Company contracts to produce and provide services according to customer orders (Made to order), so the Company is able to respond to the needs of customers very well. At present, the Company can produce products including pressure vessels, machine parts, steel structures and chemical containers, as well as provide installation services for machinery and equipment in the production process of industrial plants to support customer projects as well. The highlight of the Company’s production process, which is different from other manufacturers, is that the Company is able to produce the pressure vessel head (Formed Heads), which are important components of pressure vessels. The Company has machines that can form pressure vessel heads with a maximum steel thickness of up to 50 millimeters. The other domestic manufacturers can only form steel with a maximum thickness of only 25 millimeters, The Company mostly produces as a component for the Company’s pressure vessels as well as contracted to produce for some other companies. In 2007-2008, the Company purchased additional machinery to increase efficiency and support expansion, especially winding machines that can roll steel up to 125 millimeters thick to produce high-pressure containers, as well as purchase additional Heat Exchanger equipment, which will enable to accept high-value jobs. In addition, the Company has increased the diversity of products to meet the needs of more international customers, such as fan casing production for one customer who is a leader in the production of industrial fans in the world. The Company has acquired the knowledge and technology needed to produce fan jackets. As a result, the Company is able to develop a wider variety of fan jackets production. Punctual Delivery of Products and Services. The Company emphasizes on delivering quality products on time, as on-time delivery is an important factor that customers will consider when purchasing products and services, especially essential equipment, which is part of the production process of large industrial plants.. This requires planning and coordination between several departments. If the Company delays the delivery of products and services, it may damage the operation of the entire project. Therefore, prior to accepting the work from customers, the Company will check the order period of raw materials, the estimated production lead time, and installation to ensure that the Company can produce and install products for customers within the specified period of time. In some cases, the Company has hired workers from subcontractors to assist in the production process, with the Company’s engineering team closely supervised to meet customer standards and requirements If the customer requests that the Company deliver the products faster, the Company will increase overtime. The Company will be able to deliver products to customers for an average of 3–12 months, depending on the size and complexity of the work in each project and the duration of the raw material order.
- 19 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Customer Base Expansion The Company is currently one of the market leaders in the field of domestic Pressure Vessel contract manufacturing, with executives estimating that the Company has a 15% market share and is a leader in the contract manufacturing of Unfired Pressure Vessels. The Company’s executives estimate that the Company has a market share of approximately 25 percent. The Company has guidelines for maintaining market share and expanding its domestic customer base by monitoring the expansion news of industrial enterprises such as the energy and petrochemicals industries, which are the Company’s target customers. The Company has studied the details of projects in order to provide products and services to each customer appropriately and quickly according to their needs. In 2021, the Company earned revenue from contract manufacturing products for international customers at a rate of 7% through expansion channels by accepting work through the main project contractors, which are major international contractors. For the contract manufacturing of the main project contractor, the Company will deliver the products to the location specified by the employer. Those companies will continue to deliver products or install them for customers. For the liquefied petroleum gas storage container products, the Company has expanded directly into the international market by launching trade shows that allow industrial equipment manufacturers to meet directly with industrial enterprises, such as exhibitions in Sri Lanka. In addition, the Company has published preliminary information about the Company’s products and services through websites: www.unimit.com and www.unimit.co.th to facilitate customers’ contact and promote the Company’s products and services to customers both domestically and internationally. Production area expansion to be able to receive more work from customers. Thailand’s energy and petrochemical industries have been steadily growing in line with the growth of the economy. As a result, industry operators have expanded production capacity and made further plant improvements to accommodate the growing demand for products. This affects the increased demand for equipment used in the production process. During 2005-2007, the Company was unable to accept all work from customers as the Company had insufficient factory space restrictions to support the assembly of products. In addition to expanding the current plant by approximately 3.38 rai in 2006, in 2007, the Company also built another factory on 100 rai of land behind the first plant. The construction was completed in December 2007 and was fully utilized in 2008, which allowed the Company to receive more work from customers and be able to deliver products and services as scheduled. While the Company continued to focus on maintaining product quality and standardized service, in July 2008, the Company purchased approximately 24 rai of land to build another factory in Mabkha District, near Maptaphut Pier, Rayong province, to accommodate very large parts from large industrial plants in Chonburi, Rayong and export work. The construction of the plant follows the plant’s expansion plan from 2006-2007, which will save a lot of transportation costs and make prices competitive in the market. In March 2016, the Company entered into a land lease agreement in Tirawah Special Economic Zone land, Myanmar, with an area of 21,079 square meters for a lease term of 48 years and 2 months. The contract expires on June 4, 2064 to support future expansion. The construction of the plant on the land was scheduled for early 2018 and was opened in 2020. Human Resource Development As the Company’s executive with experience in engineering business in design, production and installation of equipment used in the production process of industrial plants for about 39 years, this has led to a good knowledge and understanding of business operations. At present, the Company is one of the market leaders in the production of pressure vessels in the country. The Company has knowledgeable personnel, including engineering teams who specialize in product design and production process control, as well as craftsmen who specialize in processing steel into various types of products. Therefore, personnel at all levels of the Company are important factors that promote the Company’s potential to produce quality products and make a difference compared to competitors in the industry. The Company has a policy to develop personnel at all levels with internal training and send them to training outside the Company, as well as set appropriate returns according to the individual’s abilities.
- 20 -
Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance Characteristics of the Customer Group The majority of the Company’s customers, approximately 80–90%, are in the energy and petrochemical sectors such as petrochemical plants, refineries, power plants, gas separation plants, gas filling plants, oil pumps, gas pumps, the rest are other industries such as the refrigeration industry, food industry, general steel processing companies, etc. In 2021, the Company’s revenue ratio is approximately 90% from domestic customers and 7% from international exports. In the past, the Company focused primarily on contract manufacturing and delivery domestically to maintain its customer base and domestic market share. However, the Company also produces products to international customers, for example, the United States. United Kingdom, Japan, and Australia, etc., which are mainly contract manufacturing products for main project contractors. Channels for accepting work The Company has two channels for accepting work: 1. Main Project Contractors and 2. Project Owners, private sector customers who do business directly with the Company, with approximately 60% and 40% of revenue, respectively. Details are as follows: Main Project Contractors The Company contracts to produce various products through main project contractors, who are major industrial construction operators who accept work from the project owner and share the work to the Company or other secondary project contractors. These main project contractors have a list of companies capable of producing quality production equipment and standards used in various industrial plants (Approved vendor list) both in Thailand and Asia, where the Company is listed as the recognized Company for producing quality pressure vessels and international standards, as well as the production of machinery parts, equipment and structures related to the quality of work. As a result, the Company has been advised by these main project contractors to participate in the ongoing product offering. In general, projects involving the construction of large-scale industrial plants, particularly in the energy and petrochemical industries. These key project contractors are highly capable of investment and operational capacity, as well as work experience, mainly large global project contractors such as project contractors in the UK. The United States and Japan, etc. The main project contractor will bid for the major projects and then divide the work as well as hire the Company to proceed. Therefore, the Company’s customers are the main project contractors. Project Owners The Company contracts to produce products directly for the project owner. Most of these customers own reputable large industrial plants and are leaders in the country’s basic industries and are industrial groups with plans to expand additional capacity or improve the plant efficiency, including industrial plants and conventional steel processing companies such as oil refineries, gas separation plants, power plants and petrochemical plants, etc. This group of customers has been in good relationships with the Company for a long time. They will consider the Company’s past performance and contact the Company to make quotations or bid directly in accordance with each company’s purchasing process. Most of these are extension jobs that do not require a primary project contractor. The Company will enter into a direct contract with the owner of the project as agreed. For access to the customers who own the project, the Company will contact the customer directly to offer products and services. The Company continuously monitors the expansion of investments of industrial enterprises and offers products and services to meet the needs of customers
- 21 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) (b) Competitive conditions within the industry in recent years In general, the economy has improved. Projects to launch new products are currently underway. Steel prices have been rising at the same time, causing project costs to exceed budgets. As a result, many projects must be extended in order to adjust the price according to the budget. Price competition is fierce due to the aforementioned factors. Competition and Industry Trends in each product are detailed as follows: Pressure Vessels Since the Company specializes in the production of pressure vessels, the Company has been certified with production standards and installed pressure vessels from the United States. As a result, the Company’s pressure vessels are accepted both at home and abroad. The competitiveness of the business depends on the quality and on-time delivery of products, as well as the ability to meet a wide range of customer needs. The Company is one of the market leaders in the contract manufacturing of pressure vessels in the country, with executives estimating that the Company has a market share of about 15 percent. For domestic pressure vessel manufacturers, presently, the Company has a small number of potential competitors, each manufacturer specializing in producing pressure vessels of different types. The Company is a leader in the production of Unfired Pressure Vessels, with executives estimating that the Company has a market share of approximately 25 percent. The other types of pressure vessel manufacturing leaders include Vatana Phaisal Engineering Co., Ltd., the leader in the contract manufacturing of boilers; Slot-Nankai Co., Ltd., a leader in the contract manufacturing of heat exchangers; and the remaining are about 5 intermediate operators and about 10 small operators. The costs that are the main factors in competition include labor costs, shipping costs and raw materials. Most of the Company’s competitors abroad are Asian manufacturers such as South Korea, Malaysia and Indonesia. Manufacturers in Japan, The U.S., and European countries have much higher labor costs than those in Thailand. As a result, the total cost is much higher than the Company’s cost. Therefore, manufacturers in these countries are not competitors to the Company. Shipping costs are a significant cost of pressure vessels. Shipping costs more than 20% of the price of pressure vessels in general, which is a significant proportion. Domestic shipping costs only about 3% of the price of pressure vessels, so industrial plants in the country are increasingly likely to order pressure vessels from domestic manufacturers due to their standard quality and lower overall prices when shipping and labor factors are considered. Machine Parts The market for machine parts products that the Company is a manufacturer of does not have much competition because of the small number of manufacturers, the Company’s being trusted with the quality of products by many customers, making it acceptable and having a customer base that continuously sends work to the Company. Each product is a product that is custom-made by the customer for each customer, unlike its competitors. As a result, the Company is unable to assess market share. Machine parts such as fan casing and part of air preheater parts, part of incinerator and factory exhaust chimney (Stack), etc. The Company mainly contracts manufacturing for the main project contractors. The Company plans to increase the production of machine parts by establishing good relationships with main project contractors, such as fan casing production as a component in the production of industrial fans. If the main project contractor has a project to build an industrial plant, the Company will have the opportunity to get a job in the production of machine parts. In addition, due to its reputation for producing quality and standardized pressure vessels, the main project contractors are confident in the quality of the Company’s machine parts products as well.
- 22 -
Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance Domestic machine parts manufacturers with similar capabilities to the Company include Visavakit Patana Corp, Ltd., which specializes in the production of unpressurized parts of boiler housing equipment, Thai Rotary Engineering Public Company Limited. Steel Structure The steel structure product market is a very competitive market with quite a lot of competitors. Competition in price is the main factor. Key competitors include STP&I Public Company Limited and Thai Herrick Co., Ltd., among others, can produce steel structures which are used as main structures in industrial plants, such as industrial structures, etc., while the Company takes on steel structures of different types, including steel structures on oil rigs, etc.. As a result, the Company cannot assess market share, and if comparing the quality of the Company’s products with other operators, the Company has the same international standard of quality products. In the past, there are space restrictions on producing steel structures.. However, in the future, the Company plans to expand its factory area. As a result, the Company is ready and able to receive larger steel structures. Hence, steel structure work is another line of business that will generate continuous revenue for the Company. Chemical Containers The chemical container manufacturing industry is a very competitive market and has many competitors, making it primarily price competition because operators can produce products using uncomplicated production technologies. As a result, many manufacturers have entered the business when compared to the production of pressure vessels. The Company has significant competitors, namely Thai Rotary Engineering Public Company Limited, which specializes in the production of large chemical containers such as oil storage tanks. Other competitors include a typical steel processing company. Installation of Machinery and Equipment Machinery and Equipment Installation services has a large number of competitors. The Company’s competitors include companies that operate in the general engineering service business. However, the Company has experience and expertise in installing various types of products such as various pressure vessels and steel structures, etc., resulting in the Company’s gaining confidence in providing equipment installation services to customers. (3) Procurement of Products and Services The Company’s products are mainly made to order using engineering techniques, the experience and expertise of design staff, an assessment of the time period from raw material procurement, the amount of time required in the production process, and the precise installation time. The Company takes an average of 3-12 months from the signing contract to deliver the goods to customers. Depending on the length of time required to order raw materials and the types, quantities, and complexity of products ordered by customers, the Company has efficiently planned and managed production, as well as the good coordination of all parties in the Company. The Company has an important policy to focus on product quality and production periods so that customers can be satisfied and ensure that they receive quality products in accordance with the specified time. The Company has standard procedures for the production of pressure vessels, chemical containers, machinery parts and steel structures as the following diagram:
- 23 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Design
Procurement
Production
Shipping and Installation
Testing
Shipping and Installation
Testing
1) Design The first stage of the work process starts with reviewing the needs and basic information received from the customer, and the engineering team analyzes the details of the work received from the customer to design under the design standards set by the customer, present the product to meet the needs of the customer and check the operational feasibility of the product within the customer’s budget and the length of time it takes to deliver the product. The Company has used specialized ready-made programs to help design products. For example, in the design of pressure vessels, the engineering team has used a prefabricated program specifically designed for the design of pressure vessels, adhering to the process parameters of the pressure vessel and additional technical requirements of the customer, in order to obtain the model used in the production of pressure vessels. It is correct as appropriate for use and in accordance with the needs of customers, etc. 2) Raw Material Procurement After product design, the Company conducts raw material audits with various raw material suppliers in terms of sourcing raw materials in accordance with technical requirements, quantity, price, and ability to deliver raw materials on time to make the most of it and reduce the risk of ordering raw materials from a particular supplier. For steel that must be imported from abroad, the Company must obtain confirmation from the supplier in accordance with the terms agreed in writing in terms of price and quantity. The Company accordingly entered into contracts with customers to ensure that the Company has raw materials and is able to deliver the work within the specified period of time, and that there is no shortage of raw materials after receiving the work from the customer, to eliminate the risk that the raw material supplier may change the conditions during the production period, which may affect the Company. As for Steel parts that can be purchased from domestic suppliers, the Company has first checked the price and quantity from the distributor, and the Company will gradually purchase steel in the country according to the production process plan. 3) Production Once the Company receives raw materials from distributors, the Company will start processing raw materials into various products according to the engineering process under the production standards of The American Society of Mechanical Engineers (ASME) or other international standards as required by customers. The production process starts with cutting the steel sheet to achieve the designed size and then taking the parts through the forming process and finally assembling and welding by specialized craftsmen. After that, heat treatment is applied to improve the properties of steel to suit the application, then it is inspected and tested, and finally applied to exfoliate and spray paint prior to delivering products to customers or assembling product parts and installing them in the industrial production process.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance 4) Shipping and Installation The Company can provide services for product delivery and installation of equipment and machinery at customers’ industrial facilities. If the product is very large and cannot be as sembled at the Company’s factory and transported to the customer’s factory, the Company will produce parts and then transport them for assembly and installation inside the customer’s factory. 5) Testing After installing equipment and machinery, the Company will conduct preliminary tests for various products as designed. The Company provides instructions for use and is ready to fix and repair if a defect occurs in use. The Company’s products have a warranty period of 1-3 years depending on the type of product. For some products, especially smaller ones, the Company will first test them the Company’s factory and then deliver or install various equipment or machine parts to customers. The Company performs quality inspections at every stage of the production process by inspecting and supervising by the quality assurance department to ensure each type of product meet the customer’s requirements and quality meets the standards that the Company has been accredited by various institutions. Currently, the Company has 3 production factories,, two of which are located in Bangbung District, Chonburi province, which are the main production base. The other factory in Nikompattana, Rayong province, is a large product assembly plant located near the factory of the main customer group, all three factories have the following total production capacity:
Factory 1 Chonburi Area 71,200 sq.m.
Factory 2 Chonburi Area 123,216 sq.m.
Factory 3 Rayong Area 38,400 sq.m.
Raw Material Procurement From the Company’s business policy that focuses on product quality and punctual delivery, the Company has focused on controlling the quality of products from the procurement of raw materials. The policy is mainly to purchase raw materials domestically. If the raw materials are of good quality to meet the needs of customers and have reasonable prices due to the shorter order period and cheaper shipping costs. As a result, the Company can deliver products faster with a domestic raw material purchase volume of 58%. Raw Materials used in the Company’s production process include steel plates. structural steel, pipe fittings such as joints, elbows and flanges, etc. Tank accessories such as valves, pressure gauges, etc., and other raw materials such as steel pipes, welding wires, nuts, screws, and paints, etc. Most raw materials are generally ordered from the country, except for special-grade steel plates used in the production of pressure vessels, which are imported from Japan. Korea, Taiwan, and European countries, etc. The manufacturers in Thailand have not been able to produce special-grade steel plates used to produce pressure vessels. The Company considers ordering quality core raw materials from multiple raw material distributors to diversify the risk of a monopoly from a particular supplier.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) The Company purchases steel from many domestic distributors, which are partners who have long been in contact with the Company and have a delivery period of about 14 days after the order. Therefore, the Company does not need to order domestic raw materials for reserves and receives term credits from distributors for an average of 30-90 days. Orders are determined by the price and duration of delivery of raw materials as an important factor. In addition, the Company also purchases steel from abroad through several suppliers with whom it has had good relationships for more than 10 years. Generally, an average order takes 3-7 months to receive the goods. The Company will purchase once the customer has signed the contract and will purchase the steel needed for production of each product at once due to the long delivery period and to control the cost of raw materials. The steel purchased by the Company from abroad is of high strength. For the procurement of raw materials from distributors both in the country and abroad, the Company does not rely on any one distributor for more than 10% of the value of raw materials. The Company will purchase from distributors that provide overall conditions such as price, delivery time, and term credit that are most beneficial to the Company. (4) Assets used in business 4.1 Fixed Assets The Company’s fixed assets shown in the financial statements as of December 31, 2021 are as follows: Net worth after Proprietary Property Details depreciation Characteristics (Million Baht) and Obligations • Factory 1 Bangbung: Total Land 46-3-59 Rai consists of: 28.02 Land Deed No. 11674 23-3-35 Rai Land Deed No. 11673 10-2-97 Rai Land Deed No. 65056-65063, 32216, 8-3-75 Rai, and Land Deed No. 679-683, 3-1-52 Rai, respectively. Land and • Factory 2 Bangbung: Land Deed No. 34551 100-0-0 Rai 75.50 The Company Land • Factory 3 Rayong: Land Deed No. 1123, 23-3-60 Rai 9.69 is owned and Improvements • Land improvement of Factory 1 Bangbung has no obligation. Located at Nongchak, Bangbung, Chonburi 3.34 • Land improvement of Factory 2 Bangbung Located at 10/4 Moo 1, Nongchak, Bangbung, Chonburi 19.02 • Land Improvement of Factory 3 Rayong Located at 99/9 Moo 8, Mabkha, Nikompattana, Rayong 3.72 • Factory Building No. 1, Bangbung: Located at 10/7-8 Moo 3, Nongchak, Bangbung, Chonburi 23.53 • Factory Building No. 2 Bangbung: Located at 10/4 Moo 1, Nongchak, Bangbung, Chonburi 66.66 The Company Buildings • Buildings: Located on leasehold land for Title Deeds is owned and No. 5119 and 5182, No.109/92-95, Bang Phueng, has no obligation. Phrapradaeng, Samutprakarn 0.53 • Factory Building No 3 Rayong: Located at 99/9 Moo 8, Mabkha, Nikompattana, Rayong 6.88 Asset Category
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance Asset Category
Net worth after depreciation (Million Baht)
Property Details
Work under • Buildings, machinery and tools during the construction Construction of Factory 1 and Factory 2, Chonburi
5.82
Machinery & Equipment
28.98
Tools
6.22
Proprietary Characteristics and Obligations The Company is owned and has no obligation. The Company is owned and has no obligation. The Company is owned and has no obligation.
Decoration Fixtures and Office Equipment
1.41
The Company is owned and has no obligation.
Vehicle
2.22
The Company is owned and has no obligation.
Total Company Assets • Factory Building Subsidiary • Machinery & Equipment Assets • Decoration Fixtures and Office Equipment Total Subsidiary Assets Total Assets of Companies and Subsidiaries
281.54 160.75 20.98 0.39 182.12 463.66
The Company is owned and has no obligation.
4.2 Investments in Subsidiaries and Associated Companies The Company established a subsidiary, Unimit (Hong Kong) Company Limited. (UHK) in Hong Kong on August 4, 2014. The Company was a total shareholder. As of December 31, 2018, Unimit (Hong Kong) Company Limited (UHK) has a registered capital of USD 6.56 million, or equivalent to approximately 214 million baht, and on December 26, 2014, a subsidiary in Hong Kong established Unimit Engineering (Myanmar) Company Limited (UEM) in Myanmar as a total shareholder to form, assemble, and install metal products under the contract. As of December 31, 2021, Unimit Engineering (Myanmar) Company Limited (UEM) has a registered capital of $6.5 million and a paid-up capital of USD 6.5 million, equivalent to approximately $212 million. 4.3 Summary of Important Lease Agreements Office Space Lease Agreement The Company sub-leases some of the land in Deed No. 5119, 5182, Soi Suksawat 66, Bang Phueng, Phrapradaeng, Samutprakarn. The total area of the title deed is 3 rai, 1 ngan, 3 square wa,, owned by the Safi-Mariam Foundation for use as office space with the following details:
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Tenant Lessor
: Unimit Engineering Public Company Limited. : Thai Hirakawa Co., Ltd. (as a land tenant and not related person and interests with the Company) Duration : 12 years from April 1, 2010 to March 31, 2022 (The Company has not yet registered with the Land Department) Rental Fee : From April 1, 2010 to March 31, 2013, the rent is 516,000 baht per year. From April 1, 2013 to March 31, 2016, the rental fee is 576,000 baht per year. From April 1, 2016 to March 31, 2019, the rental fee is 624,000 baht per year. From 1 April 2019 to 31 March 2022 rental fee 672,000 baht per year. Landowner : Safi-Mariam Foundation Building Lease Agreement Since the Company has moved most of its factory units and offices to Bangbung, the remaining accounting and financial departments have divided the Phrapradaeng factory building for rent with the following details: Tenant : Thai Hirakawa Co., Ltd. (not related person and interests with the Company) Lessor : Unimit Engineering Public Company Limited. Duration : 12 years from 1 April 2021 to 31 March 2021 Rental Fee : 360,000 baht per year throughout the lease agreement Land Lease Agreement for Parking The Company rents a land plot in front of the Company, Nongchak, Bangbung, Chonburi. The total amount of space is 3 ngan 70 square wa to be used as a parking space, with the following details: Tenant : Unimit Engineering Public Company Limited. Lessor : Mr. Pairach Wongwanan (not related person and interests with the Company) Duration : 1 year from 1 January 2021 to 31 December 2021 Rental Fee : 189,473 baht per year (5) Undeliverable Work. In general, the Company’s business is contractual work, and the delivery schedule is different according to the customer’s requirements. The Company calculates the value of work that has not yet been delivered and recognizes revenue according to accounting standards by the percentage of work completion. Undelivered work but realized revenues totaled Baht 80 million as of December 31, 2021, and Baht 137 million as of December 31, 2020. Projects with a value of 10% of total revenue according to the consolidated financial statements. -None-.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance
1.3 Shareholding Structure of the Group 1.3.1 Shareholding Structure of the Group
Division of Group of Companies’ Operation Policy The Company has invested in establishing a direct subsidiary of Unimit (Hong Kong) Company Limited. (UHK), which is a Holding Company for investment through an indirect subsidiary in Myanmar, Unimit Engineering (Myanmar) Company Limited. (UEM). to operate the business of forming, assembling, and installing metal products. In consideration of factors such as the size of Burmese population, wealth in natural resources and geographical advantages in pathways to India, the Middle East, and European markets, Myanmar is considered a potential market for the Company’s products, and with the increasing demand for LPG gas, the demand for LPG gas storage tanks and gas depots is expected to increase rapidly. Group Shareholding Diagram
Group Office Location Direct Subsidiary: Unimit (Hong Kong) Company Limited. (UHK) Ownership Ratio : 100 percent Registered and fully paid-up capital : USD 6,560,000 consists of 6,560,000 ordinary shares. US$ 1 par value Office Location : Suite B, 12th Floor, Two Chinachem Plaza, 135 Des Voeux Road Central Indirect subsidiary: Unimit Engineering (Myanmar) Company Limited. (UEM) Ownership Ratio : 100 percent via Unimit (Hong Kong) Co., Limited Registered and fully paid-up capital : USD 6,500,000 consists of 650,000 ordinary shares. US$10 par value Office Location : Lot No.C-11,Thilawa Special Economic Zone A, Yangon Region, Myanmar
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 1.3.2 Persons who may have conflicts -None-
1.3.3 Relationship with the Business Group of Major Shareholders -None-
1.3.4 Shareholders
(1) List of Major Shareholders as of 31 December 2021 List of Top 10 Major Shareholders No. 1 2 3 4 5 6 7 8 9 10
First Name - Last Name Ms. Patra Chalermsaphayakorn Ms. Pannida Chalermsaphayakorn Mr. Pongchalerm Chalermsaphayakorn Mr. Jit Sriwannawit Mr. Anuthra Asawanonda Mr. Pongthep Utaisincharoen Mr. Phaibul Chalermsaphayakorn Mrs. Pimpa Utaisincharoen Thai NVDR Company Limited. Mr. Veerachai Dechamonthan
Number of Shares 29,430,000 28,780,000 28,650,500 25,783,400 22,656,164 22,293,880 17,996,900 17,268,520 17,021,174 15,960,000
Percent 5.16 5.04 5.02 4.52 3.97 3.91 3.15 3.03 2.98 2.80
Total
225,840,538
39.59
Number of Shares 17,996,900 29,430,000 28,780,000 28,650,500 104,857,400 22,656,164 6,806,056 6,000,000 6,000,000 6,000,000 1,200,000 48,662,220
Percent
Top 10 Group of Company’s Major Shareholders No. 1
2
First Name - Last Name Mr. Phaibul Chalermsaphayakorn Ms. Patra Chalermsaphayakorn Ms. Pannida Chalermsaphayakorn Mr. Pongchalerm Chalermsaphayakorn Mr. Anuthra Mrs. Luanmanee Mr. Suphalak Miss Srisurang Mr. Pravit Mrs. Supapasara
Chalermsaphayakorn Asawanonda Asawanonda Asawanonda Asawanonda Asawanonda Asawanonda
Asawanonda
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Annual Report 2021 | Form 56 -1 One Report
18.38
8.53
Part 1 Business Operations and Performance No. 3
4 5
6
First Name - Last Name Mr. Pongthep Utaisincharoen Mrs. Pimpa Utaisincharoen Mrs. Wiwan Utaisincharoen Mrs. Chalanda Utaisincharoen Mr. Pongsak Utaisincharoen Utaisincharoen Mr. Jit Sriwannawit Sriwannawit MRS. LI-CHU CHAO MR. CLARENCE YANG MISS BELLE CHUN CHAO YANG CHAO Mr. Veerachai Dechamonthan Ms. Wilasinee Dechamonthan Mrs. Tassanee Dechamonthan Mr. Piyachai Dechamonthan Ms. Nantiya Dechamonthan
Dechamonthan 7 Thai NVDR Company Limited. Thai NVDR Company Limited. 8 Mr. Anuwat Limkangwanmongkol Mrs. Sirikul Limkangwanmongkol Limkangwanmongko 9 Ms. Benja Hanpakdee Mr. Surasak Hanpakdee Hanpakdee 10 Ms. Vilai Siripoonkiatikul Ms. Wipa Siripoonkiatikul Siripoonkiatikul Total Number of Share of the Top 10 Group of Company’s Major Shareholder
Number of Shares 22,293,880 17,268,520 220,000 800 20 39,783,220 25,783,400 25,783,400 15,161,120 2,000,000 2,000,000 19,161,120 15,960,000 2,587,400 50,000 50,000 29,400 18,676,800 17,021,174 17,021,174 8,735,280 1,800,000 10,535,280 8,633,000 97,900 8,730,900 6,486,880 1,746,980 8,233,860
Percent
301,445,374
52.84
6.97 4.52
3.36
3.27 2.98
1.85
1.53
1.44
(2) Shareholding in other Company (Holding Company) The Company owns 100% of Unimit Engineering (Myanmar) Company Limited, a subsidiary of the Company, through Unimit (Hong Kong) Co, Ltd., a holding company registered in Hong Kong. (3) Agreements between Major Shareholders -None-
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 1.4 Registered capital and paid-up capital. 1.4.1 Registered Capital/Paid-up Capital/No. of Shares
As of December 31, 2021, the Company has a registered capital of 142,627,650 baht, representing 570,510,600 ordinary shares with a par value of 0.25 baht per share, with an issued and paid-up capital of 142,627,650 baht, being 570,510,600 ordinary shares.
1.4.2 Other types of shares with different rights or conditions differ from ordinary shares. -None-
1.4.3 Shares or convertible securities of the Company as the underlying securities for the issuance of investment units of the mutual fund for foreign investors. -None-
1.5 Issuance of other securities. 1.5.1 In case of convertible securities -None-
1.5.2 Bond Securities -None-
1.6 Dividend Policy The Company has a policy of paying dividends at a rate of not less than 40% of net profit after income tax and deducting legal reserves, which must also be approved by the shareholders’ meeting, unless the Company requires funds for expansion.
Dividend Payment information during the past 3 years:
Company only 2021 2020 2019 Net earnings per share (Baht) 0.04 0.09 -0.24 Dividend per share (Baht) 0.09 0.09 0 Dividend Payout Ratio (%) 218.72 97.59 0 The dividend for 2021 is still uncertain due to its requiring approval from the shareholders’ meeting.
2. Risk Management 2.1 Risk Management Policies and Plans The Company established a Risk Management Committee to integrate risk management with risk management plans to be efficient and effective in line with the goal and corporate strategy. The risks come from all departments, and the Committee controls the risks to an acceptable level.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance
2.2 The Company’s Business Risk Factors The Company has risks from normal business operations, from the economic conditions, from changes in the market rate of interest rates, currency exchange rates, and by non-compliance with the contractual requirements of the parties. The Executive Committee has closely managed all aspects of risk management as follows:
Industrial Risks
Most of Unimit’s work is derived from the petrochemical, oil, gas and energy industries. Any factors affecting investment and additional investment in these industries will also affect the Company. In order to minimize this risk, the Company is trying to expand its business into as many new markets as possible to reduce its reliance on a single market, as well as inventing new products to expand the product line.
Financial Risks
1. Interest Rate Risks In recent years, the Company has not had long-term loans, therefore there are no risk factors from changes in loan interest rates. 2. Exchange Rate Risks The Company is exposed to exchange rates caused by purchases and sales of foreign currency products. The Company mitigates foreign exchange risk by opening a U.S. currency Deposit Account to support the current list of such assets and liabilities, and the Company enters into a pre-contract to buy and sell foreign exchange, which will not last more than one year to hedge on foreign currency assets and liabilities. 3. Credit Risks The majority of the Company’s customers are in the energy and petrochemical industries, which are large and stable. In the past, management has regularly analyzed each customer’s financial status and found no substantive credit risks from debt collection. The Company will consider the provision for bad debts on a per customer basis based on the debtor’s history, financial status, and business capabilities.
Raw Material Risks
Raw materials are the main cost of production of the Company. To keep costs under control, the Company will closely monitor the movement of raw material prices, especially steel plates. In bidding to customer, the Company examines the market price of raw materials to use as a price calculation basis. In the event that a customer accepts the contract, the Company will order raw materials based on a list of tasks obtained from each customer. This is to minimize the risk of fluctuations in raw material prices, especially the price of steel plate. The Company has been in business for a very long time and has always had good relationships with steel traders. Therefore, there are partners who are domestic and international steel traders as a source of many raw materials. The Company meets to strengthen relationships with these partners closely and regularly to reduce risks in terms of raw material sources.
Political Risks
Most of the Company’s clients are in the private sector. Political changes therefore have no direct impact on business, but nevertheless, the Company will be affected by state policies affecting work and investment in related industries. The Company regularly monitors political movements.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Legal Risks
At present, the alternative energy industry has grown in line with government energy policies. Changes in policies or laws will have a direct or indirect impact on the Company’s business. The Company closely monitors business-related legal changes to reduce the risk of legal changes that may affect the Company.
Social and Environmental Risks
Changes in environmental policies (e.g. pollution, wastewater treatment, etc.) also affect investment in the petrochemical and energy industries. The Company has environmentally and community-friendly policies such as hiring external agencies to dispose of potentially hazardous waste materials (small quantities), participating in activities that build relationships or benefits to communities according to opportunities by having an agency (CSR) responsible for this work.
Personnel Shortage Risks
The Company has long-term workforce planning and develops and prepares internal personnel to replace key positions in vacant organizations and creates networks with educational institutions as a channel to eliminate recruitment.
Cybersecurity Risks
The Company recognizes the importance of preventive and erasing actions and controls potential risks by overseeing restrictions on access to the system and keeping up to date with cyber threats at all times. The Company has given the IT department permission to closely supervise.
Risks due to the impact of COVID-19
Due to the situation of the epidemic of Covid 19,, the Company has established a task force to manage the COVID-19 situation by following up on the situation news from the Department of Disease Control. The task force organized meetings to determine the measures for prevention and control of the disease by requiring all employees to follow such preventive measures.
2.2.1 Securities Holder Investment Risk.
The risks of paying dividends do not meet the expectations of investors. The Company has a policy of paying dividends at a rate of not less than 40% of net profit after income tax and deducting legal reserves, unless the Company requires funds for expansion. The above factors may affect dividend payments and not as expected by investors.
2.2.2 Risk of Investing in Foreign Securities -None-
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance
3. Driving a Sustainable Business Unimit Engineering Public Company Limited was established in 1982 and is committed to producing quality steelworks and providing one of the best services in Thailand. The Company has increased investment capital, expanded the plant and improved production equipment to increase the potential for good service to customers under competitive market conditions. Currently, the Company provides 25,000 manufacturing and construction services per year, which we hope will intentionally meet that commitment, which will lead to all stakeholders of the organization being happy. Our consumers of goods and services can be assured that what they use did not come from labor exploitation, is not illegal, and does not destroy society and the environment. Good products and services, in addition to coming from good manufacturing processes, also come from a good and happy organization, as that is a symbol of the aim of doing good, preserving the environment and giving back to society for the better, to create opportunities for business growth in the ASEAN Community, stimulate the country’s economy and improve the quality of life of Thai society at the same time.
3.1 Policies and Goals of Sustainability Management Participatory and Sustainable Social Responsibility Policy
Unimit Engineering Public Company Limited has a policy of conducting business responsibly towards stakeholders, recognizing and focusing on supporting social activities as well as being committed to delivering. “Products and Services” include pressure vessels, mechanical parts, non-pressurized tanks, steel structures, and the installation of machinery and equipment in both in-plant and field assembly with quality and safety. We care and take responsibility for environmental issues and prevent pollution, as well as occupational health and the safety of employees and surrounding communities, and strive to continuously develop and improve the production process and environmental management. This includes building the foundations of social responsibility both inside and outside the organization throughout the continuous and sustainable supply chain. To achieve this commitment, the Company will proceed as follows: 1. Deliver quality and safety “products and services” in accordance with international standards and other obligations made by the Company. 2. Comply with legal regulations, standard policies, and other requirements relating to the Company’s business, environmental obligations, and occupational health and safety, as well as continuous review and appropriate improvements. 3. Improve and develop resource-efficient and cost-effective production systems. Reduce the impact and prevent environmental pollution, and encourage employees to stay healthy and eliminate the risk of injury and work sickness, including monitoring the occurrence of diseases at work, consultation, and employee participation in order to achieve the best benefits from work performance for stakeholders. 4. Provide adequate resource support to raise awareness and good behavior in the areas of quality, products and services, conservation, and reducing environmental pollution. Occupational Health and Safety for Employees and Stakeholders 5. Commitment to ensure that all employees are respected for the rights and protections of labor-related laws and requirements. 6. Conduct business in an honest, ethical, transparent, auditable, socially responsible, participable, and sustainable manner.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Environmental
Comply with the regulations, laws, and other obligations that the Company has made in relation to the environment, occupational health, and safety to improve and develop energy-efficient and cost-effective production systems to achieve fulfilling missions such as reducing impacts and preventing pollution, as well as protecting the environment related to the organization’s context. and eliminate the risk of injury and illness from constant work. Encourage employees throughout the organization to achieve better performance in the management system, environment, occupational health, and safety, as well as periodically reviewing the management system’s objectives and goals to ensure they are appropriate and up-to-date for the situation, providing appropriate and sustainable resource support to raise awareness and good behavior in terms of product and service quality, conservation and reduction of environmental pollution, occupational health, and safety tor employees and stakeholders .
Social
Conduct business responsibly, taking into account human rights principles, protecting labor rights, safety, and hygiene, and creating a good working environment. This goes along with the management and continuous development of the knowledge and skills needed by personnel, while enhancing the quality of life of communities and society to grow sustainably.
Corporate Governance
Adhere to good Corporate Governance Principles , be ethical, and comply with the laws, relevant requirements of countries that enter into business, and international practices. Disclose information and operating results transparently and manage risks. Adapting to change and seeking opportunities to suit the business, to grow sustainably and reduce the impact of operations throughout the value chain, as well as to meet the needs of all stakeholders.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance
3.2 Managing the impact on Stakeholders in the Business Value Chain 3.2.1 Value Chain Unimit Engineering Public Company Limited conducts good corporate governance business with regard to all-round social and environmental impacts to drive the organization towards sustainable development, including its stakeholders, and increases production efficiency to meet stakeholders’ expectations by focusing on encouraging cooperation in sustainable business operations. Distribution of Inputs Marketing After Sales Operations Goods and management and Sales Service Services - Eco-friendly - Taking safety Transportation/ Set prices Product Warranty Project Design into account and delivery of quality appropriately and Satisfaction - Sourcing of quality impact on the and on-time goods and fairly Primary raw materials community and services Activities. - Procurement of - Reducing waste quality materials and environmental impacts in the production process Infrastructure - Accounting and Finance System - Organization Management Human Resources Management - Recruitment, employment knowledgeable and talented employees - Company Personnel Development: Encourage employees to receive regular development Support training as well as provide opportunities for career growth. Activities. Technology Development - Technology Improvements Adopt modern technology to meet the needs and increase efficiency. - Business Innovation Development Offer new products to increase choice and opportunity. Procurement - Procurement of equipment, tools, and raw materials for quality, efficiency, transparency, and fairness to business partners in accordance with the anti-corruption guidelines adhered to by the Company.
3.2.2 Stakeholder Analysis of the Business Value Chain
The Company recognizes that all stakeholders in the business value chain are essential to the Company’s business operations, which are an important part of enabling the business to continue to grow continuously and sustainably. Therefore, the Company is committed to developing and relentlessly creating the value of its products to meet the needs and expectations of stakeholders, both inside and outside the organization. The Company has conducted an analysis to identify stakeholders in the value chain of the business and assess the impact of the business process, expectations, and responses to those expectations of stakeholders.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Stakeholder Analysis of the Business Value Chain. Groups of Stakeholder Expectations Stakeholder Stakeholders within the organization
Employee
- Welfare, Job Safety - Job Security - Fair Compensation - Opportunities to increase skills and advancement in the field - Participation in decision-making and an opportunity to express opinions
- Executives meet with the Welfare Committee 6 times a year.. - Executives meet with the Safety Committee once a month - Communications channels via PR Board, Email, Morning Talk - Seminars & Training
- Management is transparent and verifiable. - Sustainable Growth of The Organization - Consistent Income, Profits, Dividends
- Meeting of shareholders once a year - Communications on the Company’s website
Shareholder External Stakeholders
Community
Customer
Supplier
Competitor
Government
Meeting the Expectations of Stakeholders
- Supporting activities and engaging with the community - There are channels to communicate and express opinions. - ontrolling the impacts that may arise from business operations to ensure environmental safety - Providing complete and accurate product information - Contracts for the sale of products and services - Trust, transparency, fairness and auditability - Safe Products do not affect the environment.
- Attend monthly meetings with government, community leaders and community representatives - Participate in discussions with the community - Participate in activities with the community according to various agendas - Satisfaction Survey Twice a year - Subgroup Discussions twice a month - Communicate on the Company’s website - Monthly Customer Meeting
- Transparency, corporate legitimacy - Fair and impartial selection - Fair trade
- Monthly Subgroup Discussions - Communications on the Company’s website
- Fair competition - Respect for property rights and intellectual property
- Communications on the Company’s website
- Balanced promotion and development - Implementation of government activities - Providing accurate information and - Attending meetings, seminars recommendations and complying with the law - Support government activities
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance
Stakeholders affected by the operation of the organization
Prioritizing stakeholders
Employee Community
Supplier Competitor
Customer Shareholder Government
Stakeholders benefited from the operation of the organization
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 3.3 Sustainability Management in Environment Dimensions 3.3.1 Environmental Policies and Practices
The Company has established written environmental policies and guidelines and made announcement to employees and stakeholders in all departments to acknowledge and to be adhere to them. In the past, the Company has paid attention to environmental issues and their impact on the community. Therefore, The Company joined the Good Governance Program in 2017 with a determination to bring good governance principles and environment protection to practice in the workplace in accordance with the established guidelines and focus on environmental protection together with local communities and societies. The Company maintains the environmental management system in accordance with ISO 14001: 2015, covering the production process and with the commitment of the chief executive to continuous development. The Company has applied for a certificate to change the new version, from OHSAS18001:2007 to ISO45001:2018 system, and disclosed it on the Company’s website www.unimit.com
3.3.2 Environmental Performance
The Company operates on environmental management, with important issues such as greenhouse gas management, energy management, water, general waste, hazardous waste, and pollution. 1. Management to reduce Greenhouse Gas Problems In 2021, the Company is in the process of studying data to plan the correct and appropriate greenhouse gas reduction policy for carrying out activities. The Company values the ability of management to reduce greenhouse gases emissions, which are a major cause of climate change and global warming, and has consistently followed environmental policies to raise awareness of reducing pollution and reduce the burden on society in accordance with environmental governance. The Company have measures to conserve energy to encourage all executives and employees to share resources in a cost-effective and maximum benefit way. In 2022, the Company plans to hire consultants to produce carbon footprint organizations in accordance with the revised requirements of Thailand Greenhouse Gas Management Organization (TGO), to conduct greenhouse gas reports and arrange for a verification by registered investigators with TGO or investigators that the Company deems widely accepted internationally. 2. Energy Management The Company has continued to focus on energy efficiency and energy conservation. There is a storage system using energy consumption of production processes for energy control analysis and planning. Determine energy conservation policies in accordance with energy conservation objectives and goals, in line with energy consumption status and suitable for plants. Campaigning and encouraging employees to participate in energy reduction, Public Relations A Warning to always turn off the light when not in use. Turn off the computer screen. Change devices that save more electricity, such as replacing incandescent bulbs with energy-efficient LED bulbs and using 300 W Solar Cell LED bulbs, as well as planning, monitoring, and maintaining the electrical system to ensure its safety and readiness for use. 3. Water Management The Company uses tap water for maintenance, improvement, and monitoring the condition of the water supply system within the production process to meet the standards and effectively manage effluent.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance 3.1 Clean the sewers in the factory. on a weekly basis. 3.2 The wastewater treatment system inside the factory is formed by a grease trap. A period is defined and the responsible party is defined to clean, check the water flow system and fat level, which is carried out in accordance with the standards. The water released from the treatment system must be inspected by an external company certified by the Department of Industrial Works annually, according to the law. The previous results indicated compilation in accordance with the specified standards and receiving the certification of the inspection from the Department of Factory. 4. Waste & Waste Management For systematic management, The Company has established waste disposal protocols to control all types of waste in the factories that affected to the environment to comply with applicable laws and relevant requirements. The Company classifies waste generated in business activities into two categories: a. Employee-induced Waste which is a common solid waste that is generated by activities such as offices or canteens, the Company has prepared tanks to be placed at various points sufficiently, divided into 3 categories. - General Waste (Green) Waste management : Send to the municipality for disposal. - Recycled Waste (Yellow) Waste management : Categorized before contacting the buyer to take them for further use. - Hazardous Waste (Red) Waste management : Collected before contacting authorized agencies by the Department of Industrial Works to get rid of it. b. Production Process Waste has been categorized as production waste as follows - General Waste > Dispose by : Landfill method - Scrap > Dispose by : Get reforged by the Company - Valuable Wastes include steel from slashing/turning, scrap paper, plastic scraps. > Dispose by : Send to the company that buys - Contaminated Waste includes contaminated materials, contaminated containers, used lubricating oil > Dispose by : According to the law. The disposal of waste and each type of waste disposal will be done by a company authorized by the Department of Industrial Works to collect, gather, and transport hazardous waste. 5. Pollution Management 5.1 Air pollution There are air quality measurements that will affect the community and employees, including ventilators, work atmosphere measurements, and air quality measurement attached to the operator. 5.2 Noise pollution There is a noise measurement in the atmosphere that will affect neighboring communities and employees. In addition, the Company is aware of the safety of its employees, thus performing measurements of other environmental conditions such as heat, lighting, chemicals that are in line with actual operations. In the past, the Company has not received any complaints about the impact of safety and environmental operations from nearby communities and companies.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 6. Occupational Safety and Health Management 6.1 Safety The Company’s safety officer is responsible for occupational health and safety operations related to compliance with applicable regulations and professional Occupational Health and Safety Management to conduct an assessment of work-related hazard risks. Recommend the necessary work safety training programs to assess appropriate work risks for the business and related regulations of the Company. Conduct operational accident investigations, including near-accident incidents, to analyze the hierarchy that should be controlled, suggest corrective actions, and appropriate protection to eliminate future recurrence. Examine important analytical indications to manage fast preventive notifications. Develop guidelines for preparation practices for emergency response plans, as well as monitor new regulatory requirements and improve safety conditions in the work area. In addition, the safety working group was appointed at the supervisor level. The executive level is committed to managing for the safety of the health and well-being of employees. The responsibility at each level is to ensure full participation and continuous improvement with adequate resources and budget allocation. 6.2 Occupational Health The Company prevents employees from getting sick at work in all cases. In addition, employees are encouraged to pay attention to health and not to take any action that is harmful to the employees themselves or customers of the Company, and to have basic employee health check-ups according to the risk factors annually. The results are in accordance with the required standards. Always keep the workplace hygienic, safe and secure. There is an infirmary and a professional nurse to take care of. There is a cafeteria and a hygienic rest area for employees.
3.4 Sustainability Management in Social Dimensions 3.4.1 Social Policy and Practices
Exercising social and political rights Directors, executives, and employees have the right and freedom to participate in social activities by avoiding any wrongdoing, contrary to the law or morality, that makes society unsettled and maintains their own honor and dignity to be properly recognized for their status in the society and community in which the Company is located. Treating Stakeholders fairly 1. Shareholders and Investors The Company has a policy of conducting business with honesty, morality, and ethics by developing the business to thrive, to have good performance, and to generate reasonable returns for the investment of shareholders and investors continuously and sustainably based on the principles of equitable treatment of shareholders. 2. Customers The Company takes care and holds responsibility for customers by providing and delivering products with quality and safety services in accordance with international standards that meet customer requirements. Confidentiality of customers and providing contact agencies as well as listening to feedback and comments from customers. 3. Customers and/or Creditors The Company has a policy of establishing good business relationships with partners and/or creditors by conducting business on the basis of fair support to both parties, treating partners and/or creditors equally, considering the Company’s best interests, avoiding situations that cause conflicts of interest, and strictly adhering to covenants to achieve mutual benefits.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance 4. Competitors The Company has a policy to treat competitors based on the rules of fair competition and does not seek confidential information from competitors by dishonest or inappropriate means. 5. Employee The Company values employees, who are important resources for the Company and will contribute to the organization’s goal of business operations. Therefore, the Company has a policy to ensure that employees have a good quality of life with fair employment conditions and receive appropriate benefits. There are opportunities to develop, progress, and have safe and hygienic working conditions. 6. Government The Company operates businesses to strengthen and develop the country’s prosperity by adhering to and complying with the law, related rules and regulations, and in accordance with the tradition of general business practices. 7. Community & Society The Company operates business by engaging in community responsibility and society, with an emphasis on proper compliance with standards related to safety, security, hygiene, and the environment, taking into account the impact on natural resources and the environment.
3.4.2 Social Performance
(1) Employees & Workers The Company adheres to the principles of human rights ranging from employment to the care of employees and personnel. The Welfare Committee in the workplace attends meetings and coordinates the welfare of employees to ensure that all employees and staff have a good well-being and stability while working with the Company. Employment in 2021 Number of employees (541) : Male 432 (79.9%) ; Female 109 (20.1%) Employee Training In 2021, the Company conducted an average of 7.8 hours of skill upgrade training per person. (2) Customer The Company continues to develop products and services to satisfy customers with responsibility, integrity, and ethics by conducting regular surveys of customer satisfaction.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
(%)
Customer Satisfaction
Year
(First Half)
(3) Community & Society The Company operates the business with a responsibility to the community and society, focusing on reducing environmental impacts and avoiding operations that may negatively affect the quality of life of communities around the establishment. In 2021, no complaints from the community were found on social or environmental issues. The Company also contributes to improving the quality of life and promoting community engagement. The Company has arranged a project for the Home Economics and Mechanic Skills Program for Ban Ang Wien Community School, allowing second graders to attend home economics and mechanics classes. Result: The theoretical and practical tests in home economics and mechanics are conducted, and both male and female students can take more than 80% of the theoretical and practical exams.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance (Photos of pre-COVID-19 activity)
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 4. Management Discussion and Analysis “Group of company” consist of Unimit Engineering Public Company Limited (“Company”) in Thailand and its subsidiaries Unimit (Hong Kong) Company Limited (“Unimit Hong Kong”) and Unimit Engineering (Myanmar) Company Limited (“Unimit Myanmar”)
Overview of business Unimit Engineering Plc. in Thailand (“Company”) has 100% wholly-owned direct subsidiary Unimit (Hong Kong) Co., Limited which was established in Hong Kong on August 4, 2014. The principal business is to invest in other companies as a holding company. As at December 31, 2021 its registered capital was $6.56 Million (Baht 214 Million) with the Company’s holding 100% equity shares. The Company also has another indirect subsidiary Unimit Engineering (Myanmar) Co., Limited, which was established in Myanmar on December 26, 2014 and is 100% wholly-owned by Unimit Hong Kong. The principal businesses are shop fabrication, field installation and erection of steel products. As at December 31, 2021 Unimit Myanmar has authorized capital $6.5 Million (Baht 212 Million) As at December 31, 2021 the Company and its subsidiaries have total Assets of Baht 1,401 million, total Liabilities of Baht 105 million and total Shareholders’ equity of Baht 1,296 million Majority of Unimit and subsidiary’ assets are in Thailand except Baht 549 million for the cash and cash equivalents in subsidiaries’ bank deposits at Hong Kong and Myanmar Baht 0.5 million and Baht 2 million respectively, land lease rights Baht 42 million, plant and machine-net Baht 187 million in Myanmar. The company financial structure has sufficient liquidity to invest or expand in suitable opportunity. Year 2021’s liquidity ratio is 16.09 times (2020 : 8.83 times), debt equity ratio is 0.08 times (2020: 0.12 times). Business in 2021 was challenging among very intense competition. Due to relatively high price of steel plate which effect project cost, many potential projects were put on hold. For the year 2021, the Company’s group had net profit of Baht 14 million, or profit decreased by Baht 22 million from last year net profit Baht 36 million. Total revenue included interest Baht 476 million, decreased by Baht 324 million from last year (Baht 800 million). The main cause for the lower revenue was because of lower work volume. Cost of contract work and selling & administrative expenses of Baht 462 million (2020: Baht 757 million) was also lower by Baht 295 million (39%) from last year. The Company’s group had gross margin 19.79% (2020 : 15.33%), operating margin 2.51% (2020 : 4.93%), net profit margin 2.88% (2020 : 4.51%), return on equity (ROE) 1.05% (2020 : 2.73%), return on assets (ROA) 0.95% (2020 : 2.36%) respectively. The Company’s group expected that 2022 will still a challenging year as the continue of local un-recovery economic. General investment in Myanmar is also not yet recovered but has positive sign in some sector such as oil and gas. The Company expect to reopen partially in first half of 2022. However, the Board of directors considered to propose shareholder’s meeting to additional pay dividend payment of 2021’s performance in rate Baht 0.03 per share additional from interim paid on September 2021 rate Baht 0.06 per share, totally Baht 0.09 per share (2020: Baht 0.09 per share). This needs to be approved at the annual shareholder’s meeting.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance
Discussion and Analysis: MD&A Financial Position of Company and its subsidiaries Total assets
As at December 31, 2021 the Company and its subsidiaries’ total assets amounted to Baht 1,401 million consist of current assets of Baht 857 million, major is cash and cash equivalents, trade receivables, contract assets, inventories and non-current assets of Baht 544 million, major is property, plant and equipment. In 2021, total assets decreased of Baht 74 million (5%) from the last year of Baht 1,475 million. The major cause was from decreases in contract assets, inventories, other non-current assets and property plant and equipment more than Baht 122 million and from increases in cash Baht 45 million, others net increase Baht 3 million. Changes in financial statement Current assets - Cash and cash equivalents Baht 549 million (39% of total assets) increased by Baht 45 million (9%) from last year. It resulted from cash flows from operating activities Baht 104 million, used in investing activities Baht 1 million and used in financing activities included dividend Baht 58 million. Major cash deposited in Thailand. The Company’s cash management policy is to look for highest return and lowest risk without compromising liquidity - Trade and other receivables of Baht 74 million (5% of total assets) increased by Baht 11 million (17%) from last year, major increased from trade receivables according to payment term of contract. Aging analysis and payments are tracked regularly. The allowance for doubtful accounts is assessed primarily on payment histories and future payment expectations of customer. Bad debts are written off when incurred. With major overdue account receivable to be settled within 2022. Any outstanding debt overdue of more than 12 months will be notified by lawyer as necessary and economical. No bad debt in the year 2021 - Contract assets of Baht 107 million (8% of total assets) showed a decrease of Baht 53 million (33%) from last year. This was a consequence of work completion and billing to customer according to term of agreement. Contract assets are a pro-rated value of the portion of work in progress, calculated by the percentage of work completed method, of which excess from collected amount according to payment terms of contract. The Company has regularly reviewed the progress of work. Any expected loss on a contract is immediately recognized in profit or loss. - Inventories of Baht 107 million (8% of total assets) decreased by Baht 23 million (17%) from last year, and mainly consisted of Baht 89 million of key raw materials such as steel plates, tank accessories, pipes, flanges and pipe fittings and others such as work in progress, spare parts and supplies, goods in transit and allowance for decline in value. According to Company’s policy, procurement would be made after customer confirmed order. Allowance for decline in value of inventories for Baht 6 million set up from disposal inventory. - Current tax assets of Baht 12 million decreased by Baht 6 million (34%). Due to filing of Baht 12 million in 2021 and 18 million in 2020. - Other current assets of Baht 8 million decreased by Baht 3 million (24%) from last year of Baht 11 million according to normal trade practice. Other current assets consist of accrued incomes, prepaid expenses, advance for goods procurement or services as per trade agreement, etc. Non-current assets - Other non-current receivables (revenue department receivable) of Baht 18 million decreased by Baht 22 million (55%) compared to 2020’s Baht 40 million. The decreasing amount cause from in 2021 there is tax (of 2020) not yet returned of Baht 18 million and received tax returned (of 2019 and 2018) of Baht 40 million.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) - Property, plant and equipment net amount of Baht 467 million (33% of total assets) decreased by Baht 24 million (5%) from last year due to have depreciation of the year 2021 Baht 39 million. Fixed assets’ increasing Baht 2 million for improve capacity and maintenance or replacement purpose, there is translation adjustment of Baht 13 million. All Property, plant and equipment are owned by the Company and free from obligation. - Right-of-use assets amounting of Baht 44 million (3% of total assets) increased by Baht 3 million from last year due to amortization and translation adjustment. These consist of right-of-use land in Myanmar of Baht 38 million, motor vehicles of Baht 2 million, translation adjustment of Baht 4 million. On 25 March 2015, subsidiary in Myanmar (UEM) entered in land use rights agreement with a Company to use right in Myanmar in the amount of USD 1.55 million. This land use right has contract period for 49 years 2 months and will expire in June 2064. - Intangible assets (mostly software patents) amounted to Baht 3 million (0% of total assets) decreased by Baht 1 million from last year. - Deferred tax assets amounted to Baht 12 million, decrease of Baht 1 million from last year. Major deferred tax assets derived from temporary difference between the accounting and the tax base of allowance for possible expenses and provision of the future liabilities. Deferred tax assets and liabilities are the amount of income tax paid or repaid in the future, respectively. This is caused by the temporary difference between the carrying amounts of assets and liabilities presented in the statement of financial position and the tax base of the assets and liabilities and unused tax losses - Other non-current assets Baht 0.2 million nearly same last year.
Total Liabilities
As at December 31, 2021 the Company and its subsidiaries’ total liabilities amounted to Baht 105 million, decreased by Baht 54 million (34%) from 2020, majority change of liabilities is normal course of business. The Company had no long-term loan or long-term debt. Total liabilities consisted of current liabilities of Baht 53 million consist of trade and other payables of Baht 44 million, contract liabilities of Baht 3 million, others included current portion of lease liabilities Baht 6 million and non-current liabilities of Baht 52 million consist of provision for long-term employee benefits of Baht 51 million and others of Baht 1 million. Changes in financial statement Current liabilities Current liabilities amount Baht 53 million decreasing of Baht 47 million (47%) from 2020. This decrease was due to lower balance in trade payables Baht 22 million, others account payable Baht 14 million, contract liabilities Baht 8 million and other current liabilities Baht 3 million. (Other current liabilities consist of accrued expenses and reserve contingent liabilities.) Non-current liabilities Non-current liability amount Baht 52 million decreased by Baht 7 million from last year. Majority decrease was provision for long-term employee benefits Baht 7 million. Remaining was lease liabilities-net of current portion and deferred tax liabilities. As at year ended 2021, provisions for long-term employee benefits amount Baht 51 million compare to 2020’s of Baht 58 million. This is liability in accordance with the accounting standard and latest changes in labor protection act, the employee benefit obligation was provided for, based on actuarial which estimated future expenses for retiring employee.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance
Shareholders’ Equity of company and subsidiaries
As at 2021, yearend shareholders’ equity decreased by Baht 20 million (4%) to Baht 1,296 million by un-appropriated retain earning decreased Baht 37 million (4%) and other components of shareholders’ equity increased Baht 17 million. This consist of issue and paid up share capital Baht 143 million, share premium 286 million, legal reserved Baht 14 million, un-appropriated retained earnings Baht 850 million, others components of shareholders’ equity Baht 3 million (Foreign exchange translation differences). The Group of Company’s Debt Equity Ratio changed to 0.08 times at the end of 2021 from 0.12 times at the end of 2020. The Company and its’ subsidiaries had declared interim dividend payout from operating results of 2021 rate Baht 0.06 per share and board of directors on February 23, 2022 approved to propose shareholders meeting to pay more Baht 0.03 per share, totally Baht 0.09 per share (2020 : 0.09 Baht per share).
Discussion and Analysis: MD&A Result of Operation of company and its subsidiaries Major revenue of the Company and subsidiaries came from the design, fabrication, erection, and modification of steel products for both domestic and export markets of which approximately 90% was from domestic projects, and remain was from overseas projects. Revenue by Geographical Segment is shown as below Revenue by Geographical Segment Geographical Segment
2021
2020
2019
Million Baht
%
Million Baht
%
Million Baht
%
Contract revenues - Domestic
429
90
740
92
826
87
Contract revenues - Export
35
7
53
7
62
7
Total contract revenue
464
97
793
99
888
94
Other’s income (interest included)
12
3
7
1
62
6
Total income
476
100
800
100
950
100
Our main clients were from the energy, petrochemicals, and oil & gas industries. Main business segments can be divided into pressure vessels, non-pressure vessels, machinery parts, steel structures, and mechanical installation, with pressure vessels accounting for 74% of total work in 2021.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Revenue by Product and Service 2021
Product and Services
2020
2019
Million Baht
%
Million Baht
%
Million Baht
%
Pressure Vessels Machinery Parts Steel Structure Chemical Tank Mechanical Installation Total contract revenue Other’s income (interest included)
353 10 98 3 464 12
74 2 20 1 97 3
645 16 105 27 793 7
81 2 13 3 99 1
650 99 49 90 888 62
68 11 5 9 93 7
Total income
476
100
800
100
950
100
The Company has recognized income by percentage of completion as at report date method.
The Corporate Revenue
In 2021, the Company and its subsidiaries’ total earnings amounted to Baht 476 million, decreased by Baht 324 million (40%) according to lower work volume. Total incomes consisting of revenue from contracts with customer of Baht 464 million, gain on exchange Baht 7 million, other income Baht 3 million and finance income (interest) Baht 2 million. The changings are as follow: - Revenue from contract with customers amounting of Baht 464 million decreased by Baht 329 million or 42% from last year (2020: Baht 793 million) as stated reason above. - Finance income amounting of Baht 2 million decreased of Baht 2 million from last year. - Gain on exchange of Baht 7 million increased Baht 6 million. - Other income amounting of Baht 3 million increased 1 million.
Costs and Expenses
In 2021, total costs and expenses is amounting of Baht 462 million, decreased by Baht 295 million (39%) from last year. This resulted from manufacturing cost reduce against decrease of work volume. 2021’s Selling and operating expenses compared 2020’s is decreased. There is reversal of allowance for expected credit losses (reverse allowance for bad debt in the year 2019 which was collected in 2020. The changings are as follow: - Cost of sale and expenses amounting to Baht 372 million decreased by Baht 300 million (45%) effect from above mentioned. - Selling and administration expenses amount to Baht 90 million decreased by Baht 13 million (12%). - Reversal of allowance for expected credit losses of Baht 0 million increasing Baht 18 million as above mentioned.
Income tax benefit (expenses)
2021’s Income tax benefit of Baht 0.03 million compare to 2020’s income tax expenses Baht 7 million. The corporate income tax rate at 20% is the same as last year.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance
Net Profit
For the year 2021, the Company and its subsidiaries’ net profit amounting to Baht 14 million (2020: Net Profit of Baht 36 million). Using the weighted average method, profit per share is Baht 0.02 and Baht 0.06 for the year 2021 and 2020 (par 0.25 Baht/share) respectively.
Liquidity
As of December 31, 2021, the Group of Company’s liquidity are in cash and cash equivalent totally amounting to Baht 549 million, increased by Baht 45 million from last year (2020 : Baht 504 million). Cash generate in 2021, of which Baht 104 million come from operating activities, use Baht 1 million in investing activities and use in financing activities Baht 58 million (pay dividend Baht 57 million). Group of Company’s Liquidity ratio is 16.09 times (2020: 8.83 times). Cash flow liquidity ratio equal to 1.36 times (2020: 0.88 times). The Group of Company continues to maintain sufficient liquidity for its ongoing operations.
Return on investment and dividend to shareholders of group of Company
Return on Equity (ROE) of 2021, 2020 and 2019 is 1.05, 2.73, -10.92 times respectively. Mentioned return of the year 2021 have included additional dividend which the board of directors no. 1/2022 held on 23 February 2022 had a resolution approving to propose shareholder’s meeting to pay more dividend of 2021’s operating results in rate Baht 0.03 per share, of which included interim dividend paid at rate 0.06 Baht per share, totally 2021 dividend is 0.09 Baht per share. However, this resolution must be approved at the annual general meeting of the shareholders.
Discussion and Analysis: MD&A Financial Position of the Company Total assets
As at December 31, 2021 the company’s total assets amounted to Baht 1,451 million consist of current assets of Baht 853 million, major is cash and cash equivalents, trade receivables, contract assets, inventories and non-current assets of Baht 598 million, major is property, plant and equipment. In 2021, total assets decreased of Baht 71 million (5%) from the last year of Baht 1,522 million. The major cause was from decreases in contract assets, inventories, other non-current assets and property plant and equipment more than Baht 129 million and from increases in cash Baht 49 million, others net increase Baht 9 million. Changes in financial statement Current assets - Cash and cash equivalents Baht 547 million (38% of total assets) increased by Baht 49 million (10%) from last year. It resulted from cash flows from operating activities Baht 106 million, used in investing activities Baht 1 million and used in financing activities included dividend Baht 58 million. Major cash deposited in Thailand. The company’s cash management policy is to look for highest return and lowest risk without compromising liquidity - Trade and other receivables of Baht 74 million (5% of total assets) increased by Baht 12 million (18%) from last year, major increased from trade receivables according to payment term of contract. Aging analysis and payments are tracked regularly. The allowance for doubtful accounts is assessed primarily on payment histories and future payment expectations of customer. Bad debts are written off when incurred. With major overdue account receivable to be settled within 2022. Any outstanding debt overdue of more than 12 months will be notified by lawyer as necessary and economical. No bad debt in the year 2021
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) - Contract assets of Baht 106 million (7% of total assets) showed a decrease of Baht 53 million (33%) from last year. This was a consequence of work completion and billing to customer according to term of agreement. Contract assets are a pro-rated value of the portion of work in progress, calculated by the percentage of work completed method, of which excess from collected amount according to payment terms of contract. The company has regularly reviewed the progress of work. Any expected loss on a contract is immediately recognized in profit or loss. - Inventories of Baht 107 million (7% of total assets) decreased by Baht 23 million (17%) from last year, and mainly consisted of Baht 87 million of key raw materials such as steel plates, tank accessories, pipes, flanges and pipe fittings and others such as work in progress, spare parts and supplies, goods in transit and allowance for decline in value. According to company’s policy, procurement would be made after customer confirmed order. Allowance for decline in value of inventories for Baht 6 million set up from disposal inventory. - Current tax assets of Baht 12 million decreased by Baht 6 million (34%). Due to filing of tax return Baht 12 million in 2021 and 18 million in 2020. - Other current assets of Baht 7 million decreased by Baht 1 million (21%) from last year of Baht 8 million according to normal trade practice. Other current assets consist of accrued incomes, prepaid expenses, advance for goods procurement or services as per trade agreement, etc. Non-current assets - Investment in Subsidiaries amounting of Baht 214 million (14% of total assets) unchanged. Background: Unimit Engineering Plc. in Thailand (“Company”) has 100% wholly owned direct subsidiary Unimit (Hong Kong) Co., Limited which was established in Hong Kong on August 4, 2014. The principal business is to invest in other companies as a holding company. As of December 31, 2021, its registered capital was $6.56 Million (Baht 214 Million) with the Company’s holding 100% equity shares. The Company also has another indirect subsidiary Unimit Engineering (Myanmar) Co., Limited, which was established in Myanmar on December 26, 2014 and is 100% wholly own by Unimit Hong Kong. The principal businesses are shop fabrication, field installation and erection of steel products. As of December 31, 2021, Unimit Myanmar has authorized capital $6.5 Million (Baht 212 Million) - Other non-current receivables of Baht 21 million decreased by Baht 19 million compared to 2020’s Baht 40 million. Consisting of amounts due from subsidiary Baht 3 million and revenue department receivables of Baht 18 million. - Long term loan to subsidiary as at December 2021 amount Baht 66 million increased Baht 6 million from 2020’s of 60 million due to higher of exchange rate. Long term loan to subsidiary is loan to subsidiary in Myanmar for plant property and equipment including working capital purpose. - Property, plant and equipment net amount of Baht 280 million (19% of total assets) decreased by Baht 34 million (11%) from last year due to have depreciation of the year 2021 Baht 34 million. All Property, plant and equipment are owned by the company. - Right-of-use assets amounting of Baht 2 million (0% of total assets) nearly same as last year. - Intangible assets (mostly software patents) amounted to Baht 3 million (0.2 % of total assets), decreased of Baht 1 million from last year. - Deferred tax assets amounted to Baht 12 million, decrease of Baht 1 million from last year. Major deferred tax assets derived from temporary difference between the accounting and the tax base of allowance for possible expenses and provision of the future liabilities.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance Deferred tax assets and liabilities are the amount of income tax paid or repaid in the future, respectively. This is caused by the temporary difference between the carrying amounts of assets and liabilities presented in the statement of financial position and the tax base of the assets and liabilities and unused tax losses - Other non-current assets Baht 0.2 million nearly same last year.
Total Liabilities
As at December 31, 2021 the Company’s total liabilities amounted to Baht 105 million, decreased by Baht 44 million (30%) from 2020, majority change of liabilities is normal course of business. The company had no long-term loan or long-term debt. Total liabilities consisted of current liabilities of Baht 53 million consist of trade and other payables of Baht 43 million, contract liabilities of Baht 3 million, others included current portion of lease liabilities Baht 7 million and non-current liabilities of Baht 52 million consist of provision for long-term employee benefits of Baht 51 million and others of Baht 1 million. Changes in financial statement Current liabilities Current liabilities amount Baht 53 million decreasing of Baht 37 million (41%) from 2020. This decrease was due to lower balance in trade payables Baht 22 million, others account payable Baht 5 million, contract liabilities Baht 8 million and current portion of lease liabilities included other current liabilities Baht 2 million. (Other current liabilities consist of accrued expenses and reserve contingent liabilities.) Non-current liabilities Non-current liability amount Baht 52 million decreased by Baht 7 million from last year. Majority decrease was provision for long-term employee benefits Baht 7 million. Remaining was lease liabilities-net of current portion and deferred tax liabilities. As at year ended 2021, provisions for long-term employee benefits amount Baht 51 million compare to 2020’s of Baht 58 million. This is liability in accordance with the accounting standard and latest changes in labor protection act, the employee benefit obligation was provided for, based on actuarial which estimated future expenses for retiring employee. Shareholders’ Equity of company and subsidiaries As at 2021, yearend shareholders’ equity decreased by Baht 27 million to Baht 1,346 million by un-appropriated retain earning decreased Baht 27 million (3%) This consist of issue and paid-up share capital Baht 143 million, share premium 286 million, legal reserved Baht 14 million, un-appropriated retained earnings Baht 903 million. The company’s Debt Equity Ratio changed to 0.08 times at the end of 2021 from 0.11 times at the end of 2020. The company had paid interim dividend payout from operating results of 2021 rate Baht 0.06 per share since September 6, 2021 and board of directors on February 23, 2022 approved to propose shareholders meeting to pay more Baht 0.03 per share, totally Baht 0.09 per share (2020 : 0.09 Baht per share).
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Discussion and Analysis: MD&A Result of Operation of the company Major revenue of the Company came from the design, fabrication, erection, and modification of steel products for both domestic and export markets of which approximately 90% was from domestic projects, and remain was from overseas projects. Revenue by Geographical Segment is shown as below: Revenue by Geographical Segment 2021 2020 2019 Million Baht % Million Baht % Million Baht % Contract revenues - Domestic 425 90 738 92 826 87 Contract revenues - Export 35 7 53 7 62 6 Total contract revenue 460 97 791 99 888 93 Other’s income (interest included) 13 3 7 1 64 7 Total income 473 100 798 100 952 100 Our main clients were from the energy, petrochemicals, and oil & gas industries. Main business segments can be divided into pressure vessels, non-pressure vessels, machinery parts, steel structures, and mechanical installation, with pressure vessels accounting for 74% of total work in 2021. Geographical Segment
Revenue by Product and Service 2021 2020 2019 Million Baht % Million Baht % Million Baht Pressure Vessels 349 74 643 81 650 Machinery Parts 10 2 16 2 99 Steel Structure Chemical Tank 98 20 105 13 49 Mechanical Installation 3 1 27 3 90 Total contract revenue 460 97 791 99 888 Other incomes (interest included) 13 3 7 1 64 Total income 473 100 798 100 952 The Company has recognized income by percentage of completion as at report date method. Product and Services
% 68 11 5 9 93 7 100
The Corporate Revenue In 2021, the Company’s total earnings amounted to Baht 473 million, decreased by Baht 325 million (41%) according to lower work volume. Total incomes consisting of revenue from contracts with customer of Baht 460 million, gain on exchange Baht 7 million, other income Baht 3 million and finance income (interest) Baht 3 million. The changings are as follow: - Revenue from contract with customers amounting of Baht 460 million decreased by Baht 331 million or 42% from last year (2020: Baht 791 million) as stated reason above. - Finance income amounting of Baht 3 million decreased of Baht 1 million from last year.
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Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance - Gain on exchange of Baht 7 million increased Baht 6 million. - Other income amounting of Baht 3 million increased 1 million.
Costs and Expenses
In 2021, total costs and expenses is amounting of Baht 450 million, decreased by Baht 289 million (39%) from last year. This resulted from manufacturing cost reduce against decrease of work volume. 2021’s Selling and operating expenses compared 2020’s is decreased. There is reversal of allowance for expected credit losses (reverse allowance for bad debt in the year 2019 which was collected in 2020). The changings are as follow: - Cost of sale and expenses amounting to Baht 365 million decreased by Baht 298 million (45%) effect from above mentioned. - Selling and administration expenses amount to Baht 85 million decreased by Baht 9 million (9%). - Reversal of allowance for expected credit losses of Baht 0 million increasing Baht 18 million as above mentioned. Income tax benefit (expenses) 2021’s Income tax benefit of Baht 0.45 million compare to 2020’s income tax expenses Baht 7 million. The corporate income tax rate at 20% is the same as last year.
Net Profit
For the year 2021, the Company’s net profit amounting to Baht 23 million (2020: Net Profit of Baht 53 million). Using the weighted average method, profit per share is Baht 0.04 and Baht 0.09 for the year 2021 and 2020 (par 0.25 Baht/share) respectively. Liquidity As of December 31, 2021, the Company’s liquidity are in cash and cash equivalent totally amounting to Baht 547 million, increased by Baht 49 million from last year (2020 : Baht 498 million). Cash generate in 2021, of which Baht 106 million come from operating activities, get Baht 1 million from investing activities and use in financing activities Baht 58 million (pay dividend Baht 57 million). The company’s Liquidity ratio is 16.09 times (2020: 9.66 times). Cash flow liquidity ratio equal to 1.48 times (2020: 1.01 times). The Company continues to maintain sufficient liquidity for its ongoing operations. Return on investment and dividend to shareholders of the Company Return on Equity (ROE) of 2021, 2020 and 2019 is 1.73, 3.87, -9.57 times respectively. Mentioned return of the year 2021 have included additional dividend which the board of directors no. 1/2022 held on 23 February 2022 had a resolution approving to propose shareholder’s meeting to pay more dividend of 2021’s operating results in rate Baht 0.03 per share, of which included interim dividend paid at rate 0.06 Baht per share, totally 2021 dividend is 0.09 Baht per share. However, this resolution must be approved at the annual general meeting of the shareholders.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Statements of Financial Position as at 31 December 2021 – 2019 Consolidated Financial Statements (Audited) 2021 Baht
2020 %
Baht
Separate Financial Statements (Audited)
2019 %
Baht
2021 %
Baht
2020 %
Baht
2019 %
Baht
%
Asset Current assets Cash and cash equivalents Trade and other receivables
549,466,540 74,004,358
39.20 504,434,716 5.28 63,298,438
34.20 403,659,321 4.29 181,347,768
25.85 547,271,819 11.61 73,922,189
Contract assets 106,681,029 7.61 159,421,553 10.81 149,002,932 9.54 Inventory 107,327,249 7.66 130,085,180 8.82 182,555,768 11.69 Current tax assets 11,850,572 0.85 18,017,247 1.22 23,756,163 1.52 Other current assets 7,844,269 0.56 10,304,429 0.70 6,884,208 0.44 Total current assets 857,174,017 61.16 885,561,563 60.04 947,206,160 60.66 Non-current assets Investment in subsidiary 18,017,247 1.29 40,415,460 2.74 16,659,297 1.07 Other non-current receivable 0 0 0 Long-term loan to subsidiary 467,475,519 33.35 490,687,358 33.27 530,634,904 33.98 Property, plant and equipment 44,075,268 3.14 41,094,220 2.79 42,486,959 2.72 Right-of-use assets 2,850,432 0.20 4,033,657 0.27 4,905,499 0.31 Intangible assets 11,762,183 0.84 12,970,278 0.88 19,533,567 1.25 Deferred tax assets 172,000 0.01 172,000 0.01 174,400 0.01 Other non-current assets 544,352,649 38.84 589,372,973 39.96 614,394,626 39.34 Total non-current assets 544,352,649 38.84 589,372,973 39.96 614,394,626 39.34 Total assets 1,401,526,666 00.00 1,474,934,536 100.00 1,561,600,786 100.00 Liabilities and shareholders' equity Current liabilities Trade and other payables 43,820,519 3.13 79,612,640 5.40 173,375,343 11.10 Contract liabilities 3,170,890 0.23 11,228,901 0.76 9,169,346 0.59 Current portion of lease liabilities 676,495 0.05 637,195 0.04 600,178 0.04 Other current liabilities 5,604,305 0.40 8,850,049 0.60 10,550,195 0.68 Total current liabilities 53,272,209 3.80 100,328,785 6.80 193,695,062 12.40 Non-current liabilities Lease liabilities-net of current portion 435,268 0.03 1,111,764 0.08 1,748,960 0.11 Deferred tax liabilities 192,890 0.01 0 0 Provision for long-term employee benefits 51,439,202 3.67 58,032,478 3.93 58,038,165 3.72 Total non-current liabilities 52,067,360 3.72 59,144,242 4.01 59,787,125 3.83 Total liabilities 105,339,569 7.52 159,473,027 10.81 253,482,187 16.23 Shareholders' equity Registered and paid up capital 142,627,650 10.18 142,627,650 9.67 142,627,650 9.13 Share premium 286,487,187 20.44 286,487,187 19.42 286,487,187 18.35 Retained earning Appropriated-statutory reserve 14,300,000 1.02 14,300,000 0.97 14,300,000 0.92 Unappropriated 849,785,242 60.63 886,504,507 60.10 879,153,529 56.30 Other components of shareholders' equity 2,987,018 0.21 -14,457,835 -0.98 -14,449,767 -0.93 Total shareholders' equity 1,296,187,097 92.48 1,315,461,509 89.19 1,308,118,599 83.77 Total liabilities and shareholders' equity 1,401,526,666 100.00 1,474,934,536 100.00 1,561,600,786 100.00
- 56 -
37.73 497,831,687 5.07 62,685,279
32.70 385,597,219 4.05 179,262,031
24.20 11.22
106,181,401 7.32 107,004,783 7.38 11,850,572 0.82 6,481,825 0.45 852,712,589 58.79
158,695,492 10.42 149,002,932 9.35 129,697,459 8.52 182,555,768 11.46 18,017,247 1.18 23,756,163 1.49 8,220,162 0.54 6,884,208 0.43 875,147,326 57.49 927,058,321 58.19
21,017,247 66,493,800 279,987,948 1,552,185 2,850,432 11,762,183 172,000 597,835,795 597,835,795 1,450,548,384
1.45 4.58 19.30 0.11 0.20 0.81 0.01 41.21 41.21 100.00
40,415,460 59,734,800 313,849,392 1,975,148 4,033,657 12,970,278 172,000 647,150,735 647,150,735 1,522,298,061
43,535,777 3,170,890 676,495 5,599,770 52,982,932
3.00 0.22 0.05 0.39 3.65
70,235,953 10,894,134 637,195 8,785,998 90,553,280
4.61 164,591,833 10.33 0.72 9,169,346 0.58 0.04 600,178 0.04 0.58 10,550,195 0.66 5.95 184,911,552 11.61
435,268 0
0.03 -
1,111,764 0
0.07 -
2.65 3.92 20.62 0.13 0.26 0.85 0.01 42.51 42.51 100.00
0 59,953,400 350,924,973 0 4,905,499 19,533,567 174,400 649,491,839 649,491,839 1,593,209,457
1,748,960 0
3.76 22.03 0.31 1.23 0.01 41.81 41.81 100.00
0.11 -
51,439,202 51,874,470 104,857,402
3.55 58,032,478 3.58 59,144,242 7.23 149,697,522
3.81 58,038,165 3.64 3.89 59,787,125 3.75 9.83 244,698,677 15.36
142,627,650 286,487,187
9.83 142,627,650 19.75 286,487,187
9.37 142,627,650 18.82 286,487,187
8.95 17.98
14,300,000 902,276,145
0.99 14,300,000 62.20 929,185,702
0.94 14,300,000 61.04 905,095,943
0.90 56.81
0 0 0 1,345,690,982 92.77 1,372,600,539 90.17 1,348,510,780 84.64 1,450,548,384 100.00 1,522,298,061 100.00 1,593,209,457 100.00
Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance
Statements of Comprehensive Income for the year ended 31 December 2021 Consolidated Financial Statements (Audited) 2021 Baht
2020 %
Baht
Separate Financial Statements (Audited)
2019 %
Baht
2021 %
Baht
2020 %
Baht
2019 %
Baht
%
Profit or loss Revenues Revenue from contract with customers Gain on sale of land
463,507,564 97.72 793,275,920 99.64 888,222,907 93.85 459,495,369 97.68 790,631,283 99.64 888,222,907 93.70 0
0.00
0
0.00
55,445,482
0.00
0
0.00
0
0.00
55,445,482
5.85
Gain on exchange
7,308,569
1.54
957,976
0.12
0
0.00
7,413,566
1.58
957,976
0.12
-
-
Other income
3,483,831
0.73
1,880,659
0.24
2,737,693
0.29
3,482,824
0.74
1,874,824
0.24
4,325,360
0.46
Total revenues
474,299,964 100.00 796,114,555 100.00 946,406,082 100.00 470,391,759 100.00 793,464,083 100.00 947,993,749 100.00
Expenses Cost of sales and service
371,789,085 78.39 671,684,511 84.37 958,858,749 101.32 365,116,322 77.62 662,606,976 83.51 958,858,749 101.15
Distribution expenses
14,528,966
3.06
14,189,806
1.78
2.79
14,287,987
3.04
13,860,023
1.75
Administrative expenses
76,370,694
16.10
89,048,572
11.19 120,756,744 12.76
70,569,359
15.00
79,848,399
10.06 106,394,374 11.22
Loss on exchange
0
0.00
0
0
Reversal of allowance for expected credit losses
0
0.00
0.00
(17,879,521) (2.25)
26,365,176 3,356,655
0.35
0
0.00
0
0.00
0
0.00
0.00
(17,879,521) (2.25)
26,365,176
2.78
3,356,655
0.35
0
0.00
Total expenses
462,688,745 97.55 757,043,368 95.09 1,109,337,324 117.22 449,973,668 95.66 738,435,877 93.06 1,094,974,954 115.50
Operating profit / (loss)
11,611,219
2.45
39,071,187
4.91 (162,931,242) (17.22) 20,418,091
4.34
55,028,206
6.94 (146,981,205) (15.50)
Financial income
1,880,899
0.40
3,491,717
0.44
3,815,097
0.40
2,693,713
0.57
4,273,479
0.54
4,252,203
0.45
Financial cost
(87,604)
(0.02)
(124,622)
(0.02)
(55,288)
(0.01)
(87,604)
(0.02)
(124,622)
(0.02)
(55,288)
(0.01)
13,404,514
2.83
42,438,282
5.33 (159,171,433) (16.82) 23,024,200
4.89
59,177,063
7.46 (142,784,290) (15.06)
261,353
0.06
(6,563,289)
(0.82)
0.10
(6,563,289)
(0.83)
13,665,867
2.88
35,874,993
4.51 (151,882,034) (16.05) 23,475,575
4.99
52,613,774
6.63 (135,494,891) (14.29)
Profit / (loss) before income tax Income tax benefit (expenses) Profit / (loss) for the year
7,289,399
0.77
451,375
7,289,399
0.77
Other comprehensive income : Other comprehensive income to be to profit or loss in subsequent periods: Exchange differences on transaction of financial statements in foreign currency
0.00
17,444,853
3.68
(8,068)
Actuarial gain-net of income tax
6,637,878
1.40
0
Other comprehensive income for the year
24,082,731
5.08
(8,068)
Total comprehensive income for the year
37,748,598
7.96
35,866,925
(0.00) (13,725,349) (1.45)
0.00
0.00
0
0.00
0
0.00
0
0.00
0.00
6,637,878
1.41
0
0.00
0
0.00
(0.00) (13,725,349) (1.45)
6,637,878
1.41
0
0.00
0
0.00
4.51 (165,607,383) (17.50) 30,113,453
6.40
52,613,774
Other comprehensive income not to be reclassified to profit or loss in subsequent periods: 0.00
0
- 57 -
Annual Report 2021 | Form 56 -1 One Report
6.63 (135,494,891) (14.29)
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Cash Flow Statement 2021-2019 Consolidated Financial Statements (Audited)
Separate Financial Statements (Audited)
2021
2020
2019
2021
2020
2019
13,404,514
42,438,282
(159,171,433)
23,024,200
59,177,063
(142,784,290)
42,386,147
44,598,851
39,099,795
36,472,688
38,448,842
37,987,039
-
(17,879,521)
(23,060)
39,622
1,343,667
(6,782,060)
258,222
1,343,667
-
17,879,521
-
-
17,879,521
(315,173)
83,879
Cash flow from operating activities Profit before income tax Adjustments to reconcile profit before income tax to net cash provided by (paid from) operating activities Depreciation and amortization Reserve of allowance for expected credit losses Unrealized (gain) / loss on exchange Allowance for bad debt (Gain) loss on change in fair value of derivatives
(315,173)
83,879
(Reversal of) allowance for decline in value of inventories (Gain) loss on sale of / written-off property,
(17,879,521)
(464,407)
(464,407)
55,830
(132,412)
(60,884,979)
55,830
(132,412)
(57,923,221)
Provision for long-term employees benefits
4,910,852
10,545,511
22,968,123
4,910,852
10,545,511
22,968,123
Finance income
(1,880,899)
(3,491,717)
(3,815,097)
(2,693,713)
(4,273,479)
(4,252,203)
87,604
124,622
55,288
87,604
124,622
55,288
58,625,815
76,327,117
(142,989,522)
54,760,228
86,352,727
(125,190,483)
Trade and other receivables
(10,677,168)
132,947,039
(131,593,281)
(11,208,158)
133,677,243
(129,808,167)
Contract assets
52,740,524
(9,674,785)
101,237,498
52,514,091
(8,948,723)
101,237,498
Inventories
22,757,931
52,470,588
7,819,627
22,692,676
52,858,309
7,819,627
Other current assets
2,693,308
(1,245,145)
2,784,580
(1,800,766)
plant and equipment
Finance cost Profit from operating activities before changes in operating assets and liabilities Operating assets (increase) decrease
Other non-current receivables
(3,000,000)
Other non current assets
2,400
-
2,400
-
Operating liabilities (increase) decrease Trade and other payables
(35,787,023)
(95,659,378)
69,293,940
(26,695,078)
(96,316,608)
60,760,066
Contract liabilities
(8,058,011)
2,060,643
(30,383)
(7,723,244)
1,725,877
(30,383)
Other current liabilities
(3,163,719)
134,839
(3,104,203)
134,839
Cash flows from operating activities
79,131,657
157,363,318
(96,262,121)
81,020,892
167,685,298
(85,211,842)
Cash paid for corporate income tax
(11,850,572)
(18,017,247)
(23,756,659)
(11,850,572)
(18,017,247)
(23,756,659)
Cash received from refund of corporate income tax
40,415,460
-
14,680,698
40,415,460
-
14,680,698
Cash paid for long-term employee benefits
(3,206,780)
(10,551,198)
(15,591,014)
(3,206,780)
(10,551,198)
(15,591,014)
104,489,765
128,794,873
(120,929,096)
106,379,000
139,116,853
(109,878,817)
Net cash flows from operating activities
- 58 -
Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance
Cash Flow Statement 2021-2019 (Continued) Consolidated Financial Statements (Audited) 2021
2020
2019
Cash received from sales of property, plant and equipment
-
160,000
67,289,456
Cash paid for acquisition of property, plant and equipment
(3,214,114)
(2,773,853)
(105,984,487)
-
(371,128)
1,880,899
3,491,717
4,263,933
(Increase) decrease in short-term deposits at financial institutions
-
250,000,000
Loan to related party
-
-
(1,333,215)
506,736
Payment of principal portion of lease liabilities
(637,196)
(637,196)
Cash paid for interest expenses
(87,604)
(87,604)
(57,023,010)
(28,524,015)
(57,747,810)
Translation adjustments
Separate Financial Statements (Audited) 2021
2020
2019
160,000
67,289,456
(1,071,676)
(2,133,027)
(7,997,791)
-
(371,128)
1,880,618
4,710,585
4,263,933
-
250,000,000
-
-
(59,953,400)
215,568,902
808,942
2,366,430
253,602,198
(278,000)
(637,196)
(637,196)
(278,000)
(87,604)
(87,604)
-
(57,023,010)
(28,524,015)
-
(29,248,815)
(278,000)
(57,747,810)
(29,248,815)
(278,000)
(376,916)
722,600
(529,503)
-
Net increase in cash and cash equivalents
45,031,824
100,775,394
93,832,303
49,440,132
112,234,468
143,445,381
Cash and cash equivalents at beginning of year
504,434,716
403,659,321
309,827,018
497,831,687
385,597,219
242,151,838
Cash and cash equivalents at end of year
549,466,540
504,434,715
403,659,321
547,271,819
497,831,687
385,597,219
Cash flow from investing activities
Cash paid for acquisition of intangible assets Interest received
Net cash flow from (used in) investing activities Cash flow from financing activities
Dividend paid Net cash flows used in financing activities
- 59 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Financial Ratio of Company 2021-2019 Consolidated Financial Statements (Audited)
Separate Financial Statements (Audited)
2021
2020
2019
2021
2020
2019
Current ratio ( time)
16.09
8.83
4.89
16.09
9.66
5.01
Quick ratio (time)
11.70
5.65
2.76
11.72
6.18
3.05
Cash current ratio (time)
1.36
0.88
-0.77
1.48
1.01
-0.72
Account receivable turn over ratio (time)
6.82
6.13
6.64
6.79
6.58
17.11
Average collection time (days)
52.78
58.74
54.25
53.05
54.75
50.61
Inventory turn over ratio (days)
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
Average Selling turn over ( days)
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
Liquidity Ratio
Account payable turn over (time)
9.09
7.55
8.71
8.93
7.45
8.71
Payment period (days)
39.60
47.67
41.32
40.32
48.33
41.32
Cash conversion cycle (days)
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
Gross profit (%)
19.79
15.33
-7.95
20.54
16.19
-7.95
Profit from operating (%)
2.51
4.93
-18.34
4.44
6.96
-16.55
Profitability Ratio
Cash per profit (%)
899.90
329.64
74.55
521.00
252.81
74.76
Net profit margin (%)
2.88
4.51
-16.05
4.99
6.63
-14.29
ROE (%)
1.05
2.73
-10.92
1.73
3.87
-9.57
ROA (%)
0.95
2.36
-9.47
1.58
3.38
-8.34
Return from fixed asset (%)
11.70
15.76
-22.37
20.19
27.49
-26.53
Asset turn over (%)
0.33
0.52
0.59
0.32
0.51
0.58
0.08
0.12
0.19
0.08
0.11
0.18
1190.77
1087.15
-2327.68
1210.16
1169.98
-2118.23
1.71
3.98
-1.14
1.81
4.38
-1.03
375.72
143.12
0.00
218.72
97.59
0.00
No. of share before IPO
570,510,600
570,510,600
570,510,600
570,510,600
570,510,600
570,510,600
No. of share after IPO
570,510,600
570,510,600
570,510,600
570,510,600
570,510,600
570,510,600
Booked value
2.27
2.31
2.29
2.36
2.41
2.36
Booked value (fully diluted)
2.27
2.31
2.29
2.36
2.41
2.36
Earning per share
0.02
0.06
-0.27
0.04
0.09
-0.24
Earning per share (fully diluted)
0.02
0.06
-0.27
0.04
0.09
-0.24
Dividend per share
0.09
0.09
0.00
0.09
0.09
0.00
Efficiency Ratio
Financial Policy Ratio Debt equity ratio (time) Interest coverage ratio (time) Payout ratio (time) Dividend payment (%) Data per share
Note
* Since the company is contracted to produce according to customer orders, the company does not have finished goods. As a result, it cannot be calculated. Inventory Turnover Ratio, Inventory Sales Period, and the Cash Cycle ** Data per share is calculated using a par value of 0.25 baht. ***The Board of Directors Meeting No. 1/2022 dated 23.2.2022 resolved to propose to the shareholders’ meeting to approve the annual dividend payment in addition to the interim dividend (0.06) per share at the rate of 0.03 baht per share, totaling the 2021 dividend at the rate of 0.09 baht per share. The dividend for 2021 is uncertain as it awaits approval from the shareholders’ meeting.
- 60 -
Annual Report 2021 | Form 56 -1 One Report
Part 1 Business Operations and Performance
5. General Information and Other Key Information 5.1 General Information Details are in the General information Page 3
5.2 Other Key Information -None--
5.3 Legal disputes -None-
5.4 Secondary Market -None-
5.5 Regular Contact Financial Institutions UOB Bank Public Company Limited., Si Phraya Branch
295 Si Phraya Road, Si Phraya, Bang Rak, Bangkok 10500 Tel. 02 6315440 – 1
Bangkok Bank Public Company Limited
333 Silom Road, Bangkok 10500 Tel 02 2336080 - 9
Krung Thai Bank Public Company Limited, Phra Pradaeng Branch
152 Moo 16 Bang Phueng, Phrapradaeng, Samutprakarn 10130 Tel. 02 4626824
Kasikorn Bank Public Company Limited, Phra Pradaeng
119/11 Moo 14, Bang Phuen, Phrapradaeng, Samutprakarn 10130 Tel. 02 4631976
Siam Commercial Bank Public Company Limited, Big C Suksawat Branch
94 Moo 18, Bang Phueng, Phrapradaeng, Samutprakarn 10130 Tel. 02 46442222
Bank of Ayudhya Public Company Limited, Bangbung Branch
325 Chonburi-Banbung Road, Bangbung, Chonburi 20170 Tel. 038 444019 – 20
TMB Bank Thanachart Public Company Limited, Phra Pradaeng Branch
127/27 Moo 14, Suksawat Road, Bang Phueng, Phrapradaeng, Samutprakarn 10130 Tel. 02 4633872 - 4
- 61 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Part 2 Corporate Governance 6. Corporate Governance Policy 6.1 Overview of Corporate Governance Policy and Practices The Company has a policy of compliance with corporate governance policy for the Board of Directors, executives, and employees to comply with 15 principles of good corporate governance in accordance with the guidelines of the Stock Exchange of Thailand. Good corporate governance will help the Company gain increased credibility and build long-term competitiveness with other companies. The details of each item are as follows: • The practice ensures equal fairness to shareholders and stakeholders. • Establishing a clear structure of roles, duties and responsibilities of the Board of Directors. • Conducting business with transparency, emphasis on clear and accurate disclosure of information to investors in a timely manner. • Establishment of a risk control and management system by conducting business with caution and risk assessment, strategizing corrective strategies and monitoring risk management regularly and appropriately. • Supervising and supporting executives and employees to work ethically in conducting business properly and lawfully. Supervision of operations of subsidiaries and associated companies The Company will oversee and establish policies by sending executive directors to a Subsidiary Company. If the subsidiary has actions that significantly affect the Company, such as entering into additional business contracts with partner companies, the subsidiary must first propose the matter and obtain approval from the Board of Directors’ meeting.
6.1.1 Policies and Guidelines related to the Board of Directors
The Board of Directors has committed to and upholds the principles of good corporate governance for directors of listed companies. The Board of Directors will determine the policy and direction of business operations and supervise the management’s operations in the right direction. Covering the principles of rights and equality of shareholders and stakeholders, including the roles, duties, and independence of the Board of Directors to disclose and be transparent, control and risk management, and business ethics. The topics of Corporate Governance are defined as follows: 1. Roles and Duties of the Board of Directors The Board of Directors is involved in formulating the Company’s strategy, goals, business plan, and budget, as well as supervising management to implement the business plan and budget set out effectively and effectively, as well as providing appropriate internal control systems, internal audits, and risk management. In addition, they also determine the scope of authority of the Board of Directors, the Executive Committee, the Audit Committee, the Nomination and Remuneration Committee, the Risk and Corporate Governance Committee, and the Chief Executive Officer to clearly separate responsibilities and require regular financial reporting under the supervision of the Audit Committee so that the Company can achieve its goals and maximize economic value for the Company and maximum returns to shareholders. 2. Consolidation or Separation of Positions The Chairman of the Board of Directors has no relationship with the Chief Executive Officer and is not the same person in order to separate duties to formulate regulatory policies and regular management. Each committee’s responsibilities have been clearly defined by the Company. As a result, the Chairman of the Board of Directors and the Chief Executive Officer have not had complete control over the Company.
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Annual Report 2021 | Form 56 -1 One Report
Part 2 Corporate Governance 3. Counterbalance of Non-Executive Directors The Company has a total of 10 directors, with 9 non-executive directors, representing 90 percent of all directors, and the proportion of non-executive directors is high enough to counterbalance the authority to perform the duties of directors involved in the administration. In addition, all four non-executive directors are members of the Audit Committee, with the qualifications of the Audit Committee in accordance with the Stock Exchange Announcement on Qualifications and Scope of Operations. The Audit Committee’s work, which represents minority shareholders, will supervise the Company’s operations to be accurate and transparent. 4. Remuneration of Directors The Company has determined the remuneration of directors, taking into account the transparent Board of Directors’ remuneration and receiving shareholder approval. Based on the appropriateness and in accordance with the job responsibilities, including the Company’s financial situation, the directors assigned to be members on other committees will receive additional compensation according to the increased workload. 5. Board of Directors’ Meeting The Company has scheduled a meeting of the Board of Directors every 3 months and may hold additional special meetings as necessary. The Secretary of the Board of Directors will send the invitation to the meeting and documents to the Board of Directors approximately 7 days prior to the meeting. There is sufficient time for consideration and the invitation letter to the meeting clearly informs the agenda with complete and clear supporting documentation. For each meeting, there are written minutes of the meeting, which are approved by the Board of Directors for review by the Board of Directors and related parties. At each meeting, at least half of the total number of directors must be a quorum, and the decision at the meeting shall be made by a majority of votes. 6. Establish Sub-Committees The Board of Directors has established various sub-committees to help study and screen the work as necessary, especially in cases where diagnostic impartiality is required, and to define policies, roles, responsibilities, and processes such as conducting meetings and clearly reporting to the Board of Directors. The Sub-Committee consists of the Audit Committee, the Nomination and Remuneration Committee, and the Risk Management and Corporate Governance Committee. 7. Appointment of Company Secretary The Board of Directors appoints the Company Secretary to oversee the Board of Directors’ meetings and shareholders’ meetings in a smooth and transparent manner, in accordance with the regulations and laws. 8. Report of the Board of Directors The Board of Directors has the authority and duty to operate the Company’s business in accordance with the law, the Company’s regulatory objectives, the articles of association of the Company, as well as the resolutions of the Shareholders’ Meeting with integrity and caution in maintaining the best interests of the Company and its shareholders as a whole, both present day and in the long run, including compliance with the rules and regulations of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission. The Securities and Exchange Commission is also responsible for the approval of the Company’s annual financial statements. The Board of Directors has carefully considered this annual report, which have been properly prepared in accordance with accounting standards, including adequate disclosure of important information in the notes to the financial statements. 9. Development of Director The Company requires an orientation for every new director to establish knowledge and understanding of the business and the Company’s business direction in order to prepare for the performance of the directors’ duties. The Company Secretary is the coordinator as follows:
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 1. Business Structure and Directors’ Structure, Scope, Authority and Duties, and applicable laws. 2. General Business Knowledge, operating guidelines, and a production visit 3. Meet and discuss with the Chairman of the Board of Directors regarding the Business Operations of the Company The Company has encouraged directors to participate in seminars and courses that benefit the performance of duties by attending training courses of the Directors’ Program of the Thai Institute of Directors, such as the Director Certification Program (DCP) and the Director Accreditation Program (DAP). 10. Supervision of the Use of Inside Information The Company has policies and procedures for supervising executives in the use of the Company’s internal information for personal gain, including trading securities, especially during the one-month period before the financial statements are made public, while the Company’s securities are listed securities in the Company as follows: • Educating executives in various departments about the duties of executives to report the Company’s securities holdings and penalty provisions under the Securities and Exchange Act B.E. 2535 (1992) in accordance with the regulations of the Stock Exchange of Thailand. • The Company requires directors and executives to report on the changes in securities holdings to the Securities Commission and the Stock Exchange of Thailand (SEC) under Article 59 of the Securities and Exchange Act B.E. 2535 (1992). • The Company has sent a circular to inform the management that the executives who are aware of inside information should not buy or sell the Company’s securities within 1 month prior to the public release of the financial statements, along with informing them of legal penalties and penalties imposed by the Company if the employees or management do not cooperate or if the management is found to have used inside information or behaved in a way that the Company has been damaged.
6.1.2 Policies and Practices Relating to Shareholders and Stakeholders.
1. Equity Rights of Shareholders The Company recognizes the importance of shareholders and has a policy of treating all shareholders equally and as required by law, including the right to attend shareholders’ meetings to express opinions, comments, suggestions and joint considerations on the Company’s various business matters; the right to appoint a proxy and vote on your behalf; the right to elect and remove directors individually; the right to vote on the appointment and remuneration of auditors; and the right to be informed of the performance and management policies of the Company. 2. Rights of Stakeholders The Company values all groups of stakeholders, including shareholders, customers, business partners, employee management, society and the environment, and takes into account the rights of stakeholders by complying with the law, ensuring that such rights are protected, and treating them equally well. However, the Company also encourages collaboration between Companies and Stakeholders to create stability, jobs, and stable businesses.. 3. Connected Transactions and Conflicts of Interest Prevention The Company has taken precautionary measures against connected transactions and transactions with conflicts of interest. The Company has carefully established procedures with rational honesty and independence within the framework of good ethics, as well as full disclosure so as not to conflict with the interests of the Company as a whole. For the care of the use of inside information, the Company prohibits directors and executives from using and/or disclosing inside information to make purchases, sell, transfer, and accept transfers of securities issued by the Company before such information is made public. In this regard, the Board of Directors and all executives are aware of the terms of the SEC and SET’s regulations regarding the reporting of securities trading and comply with such requirements correctly.
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Annual Report 2021 | Form 56 -1 One Report
Part 2 Corporate Governance 4. Anti-Corruption The Company adheres to conducting business with integrity, transparency, fairness and compliance with good Corporate Governance Principles and does not accept all forms of corruption. The Company has established an Anti-Corruption Policy and established Anti-Corruption and Bribery practices or incentives to act as a code of conduct by the Company’s subsidiaries, directors, executives, and employees. On March 13, 2018, the Company filed a declaration of intent to join the Thai Private Sector Collective Action Coalition Against Corruption (CAC), and on Dec. 14 2018, the Company filed a self-assessment form to certify as a practical coalition and became a member of the Thai Private Sector Collective Action Coalition against Corruption (CAC) according to the resolution of the Action Coalition Committee No. 4/2018 on February 4, 2019. 5. Measures to take action against those who do not comply with policies and guidelines The Company provides measures to report whistleblowers or complaints of wrongdoing; a code of conduct or behavior that may constitute the fraud or misconduct of individuals in the organization, both from employees and other stakeholders, including incorrect financial reports or defective internal control systems; and mechanisms to protect whistleblowers to enable stakeholders to engage in monitoring of the Company’s interests more effectively.
6.2 Business Ethics The Company has designated the Board of Directors to comply with good practices for directors of listed companies (Code of Best Practices). The Board of Directors acknowledges its role, duties, and responsibility to use knowledge, competency, and experience that will benefit business operations and have business ethics and must perform duties in accordance with the law, vision, objectives, goals, and regulations of the Company, as well as the resolutions of the shareholders’ meeting with honesty, integrity, and consideration of the interests of the Company and Shareholders, along with the work regulations for general employees to adhere to as a guideline with honesty. The regulations impose penalties if there is a violation of such regulations. In order to meet the standard of business conduct in a concrete manner, the Company has prepared a written business ethics manual, incorporating rules, regulations, and guidelines from the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand to adapt to the Company’s code of practice. This approach is prepared as a working basis for all relevant stakeholders to ensure that the Company’s business practices are in accordance with the code of ethical conduct and comply with the law, and that it is the responsibility of all employees to acknowledge and follow the 8 guidelines as follows: 1. Compliance with applicable laws and regulations. 2. Performing duties with responsibility, honesty, diligence and discipline. 3. Conflicts of Interest. 4. Confidentiality of the Company’s confidential information. 5. Preservation of the Company’s assets. 6. Anti-corruption, Bribery and Incentives for Operations. 7. Exercise of Social and Political Rights. 8. Treating Stakeholders With Fairness. Details are shown in the Business Ethics Manual of Unit Engineering Public Company Limited (as per attachment) or download the Business Ethics Manual: https://www.unimit.com/th/about/about-sense/23
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 6.3 Significant Policy, Practice, and Corporate Governance System Changes and Developments in the past year. 6.3.1 Policy Review, Guidelines, and Corporate Governance System or Charter of the Board of Directors in the past year follows:
The Company has reviewed and updated its Policies, Guidelines, and Corporate Governance System as
Reviewing the scope of approval authority of the executive’s level, considering and approving the Anti-Corruption policy and the Company’s Qualitative Risk Assessment Form.
6.3.2 The Company has not yet applied the Corporate Governance Principles for listed companies in any matter.
The Company will review the criteria of the Corporate Governance Report (CGR) program for the parts that have not yet been implemented, by reviewing them in order of importance in accordance with the objectives of the organization to meet “excellent” or “five-star” criteria.
6.3.3 Compliance with the Principles of good Corporate Governance in other matters
The Corporate Governance Survey of the Institute of Directors Association (IOD) under the 2021 Corporate Governance Report (CGR) is “very good” or 4 stars.
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Annual Report 2021 | Form 56 -1 One Report
Part 2 Corporate Governance
7. Corporate Governance Structure and Key Information about the Board of Directors, Sub-committees, Management, Employees, and Others 7.1 Corporate Governance Structure
Organization Chart
Board of Directors Risk Management and Corporate Governance Committee
Executive Committee
Chief Executive Officer Vice President
Finance and Accounting Assistant Vice president Finance
Audit Committee
Internal Audit Office
Vice President
Vice President
Marketing
Factory
Assistant Vice president Human Resources and Administration
Assistant Vice president Factory
7.2 Information about the Board of Directors 7.2.1 Composition of the Board of Directors
At present, the Board of Directors consists of 10 people as follows: • Nine non-executive directors represent 90% of the total directors. • Four independent directors represent 40% of the total directors. • One Executive Director
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Nomination and Remuneration Committee
Annual Report 2021 | Form 56 -1 One Report
Vice President
Quality Assurance
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 7.2.2 Information of the Board of Directors and the Company’s Controllers.
The Board of Directors as of December 31st, 2021, comprises of eleven directors as follows: No. 1. 2. 3. 4. 5 6. 7.
List of Directors Mr. Phaibul Chalermsaphayakorn Mr. Paisan Sirichantaradilok Mr. Thailuck Leetavorn Mr. Pongchalerm Chalermsaphayakorn Mr. Pongsak Utaisincharoen Mr. Keerin Chutumstid Mr. Pongsak Angsupun
Position Chairman of the Board of Directors Director / Chief Executive Officer Director Director Director Director Independent Director / Chairman of the Audit Committee / Member of the Nomination and Remuneration Committee 8. Mr. Suchart Thammapitagkul Independent Director / Member of Audit Committee / Chairman of the Nomination and Remuneration Committee 9. Mr. Natthaphon Lilawathananun Independent Director / Member of Audit Committee / Member of the Nomination and Remuneration Committee 10. Mr. Vinai Laohaprasit Independent Director / Member of Audit Committee / Member of the Nomination and Remuneration Committee / Chairman of Risk Management and Corporate Governance 11. Mr. Prasit Hanpiyavatanasakul Director (Resignation, effective from 28 Feb 2021) The authorized signatory directors who have authority to sign on behalf of the Company are: Mr. Phaibul Chalermsaphayakorn, Mr. Thailuck Leetavorn, and Mr. Paisan Sirichantaradilok, two of the three directors, jointly sign with the Company’s seal affixed.
7.2.3 Roles, Duties, and Responsibilities of the Board of Directors
The scope of authority and duties of the Board of Directors are as follows: 1. Authority and duties of Directors or Board of Directors in Public Companies, as defined by the Public Limited Companies Act and any other laws. 2. Authority and duties according to the Company’s Articles of Association that is designated as of the Board of Directors. 3. Set goals, operational directions, and policies, as well as consider and approve long-term plans, budget plans, and annual investment budgets. 4. Responsible for the sufficient disclosure of information to shareholders and all stakeholders. 5. Consider the annual financial statements. 6. Consider the annual salary adjustment budget, employee bonus payment budget, and important benefits for executives. Presentation of the meeting allowances, bonuses, and dividend payment rates to shareholders. 7. Consider the management structure and appoint the Executive Committee, Chief Executive Officer, and other Committees as appropriate. 8. Supervise the Company’s operations in accordance with the law, objectives and regulations of the Company, as well as resolutions of the Shareholders’ Meeting. In this regard, the list of directors or persons who may have conflicts of interest may have a stake or may have any other conflicts of interest with the Company. The directors who have a stake in the matter have no right to vote.
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Annual Report 2021 | Form 56 -1 One Report
Part 2 Corporate Governance In addition, in the following cases, approval must be obtained from the Board of Directors’ meeting and the Shareholders’ meeting with a vote of not less than three-fourths of the total number of votes of shareholders attending the meeting and having the right to vote. - Sale or transfer of all or part of the Company’s business or parts that are important. - Purchase or transfer of other companies’ or private companies’ business to the Company. - Making, amending or terminating all or important part of the Company’s lease agreements contract. Assigning another person to manage the Company’s business or consolidating with other parties with the objective of dividing profit and loss. - Amendments to the Memorandum of Association or Articles of Association. - Capital increase, capital reduction, issuance of debentures, mergers or dissolution of the Company. In 2021, there were five meetings, four regular sessions, and one special session.
7.3 Information about the Sub-Committees The Sub-Committee consists of:
7.3.1 Audit Committee
The Audit Committee of the Company has four Audit Committee Members, three of whom were appointed by resolutions of the Extraordinary General Meeting of Shareholders No. 2/2005 on April 7, 2005, and one person appointed by the Resolution of the 2010 Annual General Meeting of Shareholders on April 20, 2010. At least four meetings were held. As of December 31, 2021, the Audit Committee consisted of four independent directors as follows: No. 1. 2. 3. 4.
List of Names Mr. Pongsak Angsupun Mr. Suchart Thammapitagkul Mr. Natthaphon Lilawathananun Mr. Vinai Laohaprasit
Position Chairman of the Audit Committee Audit Committee Audit Committee Audit Committee
The Scope, Duties and Responsibilities of the Audit Committee 1. Review the Company’s financial reports in accordance with adequate and reliable accounting standards. 2. Review the Company’s appropriate internal control system and effective internal audit to ensure transparent and non-conflicting business operations and compliance with anti-corruption policies by reviewing in conjunction with external auditors and internal audit unit. 3. Consider and select, propose, appoint, relocate, and terminate the Company’s internal auditors, as well as considering their remuneration. 4. Consider, select, propose, appoint, and terminate the auditor of the Company, as well as consider the auditor’s remuneration with regard to reliability, adequacy of resources, and audit workloads of the audit office, including the experience of the personnel assigned to the work as an audit of the Company’s accounts. 5. Take care of the Company’s compliance with the law on securities and stock exchange regulations of the Stock Exchange of Thailand or laws related to the Company’s business. 6. Ensure that conflicts of interest between connected parties are prevented.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 7. Prepare the Annual Audit Committee report to be presented in the Company’s annual report, which is a summary of its operations in the past year. 8. Any other operations as assigned by the Board of Directors and the Audit Committee agree, such as reviewing financial management and risk management policies. Review the Company executive’s compliance with the Code of Business Conduct. Review the important reports that must be presented to the public as required by law, including the management’s reports and analysis, etc. Tenure of The Audit Committee The Audit Committee has a two-year term at a time, and the Audit Committee member who has retired from office under the term may be appointed to reinstated. In the event that the position of the Audit Committee member is vacant for any reason other than expiration of the term, the Board of Directors shall appoint a fully qualified person as a member of the Audit Committee so that the Audit Committee has reached the full number as stipulated by the Company’s Board of Directors. The person who becomes an Audit Committee member can be placed in the position for only the remaining term of the Audit Committee that he/she replaces. In 2021, there were six meetings: four regular sessions and two special sessions, with reports to the Board of Directors. The Audit Committee has reported the annual performance in the Audit Committee Report.
7.3.2 Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of four Independent Directors established by the Resolutions of the Board of Directors’ Meeting No. 1/2018 on February 22, 2018 to promote Good Corporate Governance Principles by being responsible for determining criteria and policies for nomination and determination of remuneration of directors and sub-committees, as well as nominating, selecting, and proposing appropriate persons to the position of director and determining remuneration for directors, as well as performing other tasks as assigned and presented to the Board of Directors and/or the Shareholders’ Meeting, as the case may be. The Nomination and Remuneration Committee consists of four directors, requiring the Chairman and the Nomination Committee to determine all remuneration as independent directors by organizing or convening meetings as deemed appropriate at least twice a year. As of December 31, 2021, the Nomination and Remuneration Committee consists of four independent directors as follows: No. 1. 2. 3. 4.
List of Names Mr. Suchart Thammapitagkul Mr. Pongsak Angsupun Mr. Natthaphon Lilawathananun Mr. Vinai Laohaprasit
Position Chairman of Nomination and Remuneration Committee Nomination and Remuneration Committee Nomination and Remuneration Committee Nomination and Remuneration Committee
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Annual Report 2021 | Form 56 -1 One Report
Part 2 Corporate Governance The Scope, Duties and Responsibilities of the Nomination and Remuneration Committee Nomination 1. Establish criteria and policies for the nomination of directors and sub-committees by considering the appropriateness of the number, structure, and composition of the Board of Directors; the determination of qualifications of directors to be proposed to the Board of Directors; and/or proposed for approval to the Shareholders’ Meeting, as the case may be. 2. Consider nominating, selecting, and proposing suitable candidates to serve as the Company’s directors who have retired and/or have vacant positions and/or appoint additional directors.. 3. To perform any other tasks related to nominations as assigned by the Board of Directors. 4. Evaluate the performance of the Chief Executive of the Company to present to the Board of Directors’ meeting for acknowledgment and approval. Remuneration 1. Prepare criteria and policies for determining the remuneration of the Board of Directors and Sub-Committees to be proposed to the Board of Directors and/or proposed for approval by the Shareholders’ Meeting, as the case may be. 2. Determine the necessary and appropriate compensation, both monetary and non-monetary, of the Board of Directors individually by determining the remuneration of the Board of Directors to determine the appropriateness of the obligations. responsibility, performance, and comparison with companies in similar businesses and the expected benefits of directors to be proposed to the Board of Directors to consider and present to the shareholders’ meeting for approval.. 3. Responsible for the Board of Directors and is responsible for providing clarifications and answering questions on the remuneration of directors at the shareholders’ meeting. 4. Reports on Policy, Principles/Rationale for Determination of Directors’ Remuneration and executives in accordance with the regulations of the Stock Exchange of Thailand as disclosed in the Annual Registration Statement (56-1) and the Company’s Annual Report. 5. Perform any other tasks related to the determination of remuneration as assigned by the Board of Directors. The management and departments must report or present information and relevant documents to the Nomination and Remuneration Committee to support the performance of the Nomination Committee and determine the remuneration to achieve the duties assigned. Tenure of The Nomination and Remuneration Committee The Nomination and Remuneration Committee has a three-year term at a time, and the Nomination and Remuneration Committee member who has retired from office under the term may be appointed to be reinstated. In the event that the position of Nomination and Remuneration Committee member is vacant for any reason other than expiration of the term, the Board of Directors shall appoint a qualified person as a member of the Nomination and Remuneration Committee so that the Nomination and Remuneration Committee has reached the full number of completed as specified by the Board of Directors. The person who becomes a Nomination and Remuneration Committee member can be placed in the position for only the remaining term of the Nomination and Remuneration Committee that he/she replaces. In 2021, there were two meetings; two regular sessions, with reports to the Board of Directors’ meeting.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 7.3.3 Risk Management and Corporate Governance Committee
The Risk Management and Corporate Governance Committee consists of at least five directors and executives and was established in accordance with the Resolutions of the Board of Directors No. 1/2018 on February 22, 2018. The Company recognizes the importance of developing a systematic risk management system within the organization, which is one of the key tools in the management of the group of companies, and supports the group’s performance in accordance with the GCG (Good Corporate Governance) Principles to increase confidence in shareholders, investors, and all stakeholders, as well as to increase value and promote sustainable growth of the group of Companies, including achieving established Corporate Governance Policies. Meetings should be scheduled or called for at least three times a year. As of December 31, 2021, the Risk Management and Corporate Governance Committee consists of one independent director, presided over as Chairman, and seven executives who make up the committee as follows: No. 1. 2. 3. 4. 5 6. 7. 8.
List of Directors Mr. Vinai Laohaprasit Mr. Paisan Sirichantaradilok Ms. Vilai Siripoonkiatikul Mr. Bundit Lertprasertsuk Mr. Chairat Kaewha Mr. Suphonchai Vorasaeng Mr. Surasit Thongtaweechaiyakij Mr. Nikorn Khoonkaew
Position Chairman of Risk Management and Corporate Governance Chief Executive Officer Vice president, Account and Finance Vice president, Marketing Assistant Vice President, Factory Vice president, Quality Assuance Purchasing Manager Assistant Vice president, Human Resources and Administration (Secretary to the Risk Manangement and Corporate Governance Committee)
The Scope, Duties and Responsibilities of the Risk Management and Corporate Governance Committee Risk Management 1. Consider, review, and present the policies and frameworks of risk management to the Board of Directors for approval. 2. Consider, review, and approve Risk Appetite and present to the Board of Directors for acknowledgement. 3. Oversee, develop, and follow up on the continuous compliance with the policies and risk management framework to provide the Group of Companies with an effective risk management system throughout the organization and continuous compliance. 4. Review Risk Management reports to monitor substantive risks and take steps to ensure that the organization has adequate and appropriate risk management.. 5. Coordinate with the Audit Committee on Critical Risks and have internal auditing unit review to ensure that the Company has appropriate internal control systems for risk management, including the adoption of risk management systems appropriately and to be followed throughout the organization.. 6. Regular reports to the Board of Directors on risks and significant risk management 7. Provide advice and consultation to the Sub-Risk-Management Committee (SRM) and/or other departments and/or work groups related to risk management. Consider appropriate guidelines for resolving information relating to the development of risk management systems.
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Annual Report 2021 | Form 56 -1 One Report
Part 2 Corporate Governance 8. Consider and appoint sub-committees and/or additional personnel or replacements in the Subcommittee on Risk Management and/or department and/or working groups related to risk management as appropriate, as well as define roles and responsibilities for the benefit of carrying out objectives. 9. Perform any other risk management tasks assigned by the Board of Directors. Corporate Governance 1. Present the Corporate Governance Policy and Code of Business Ethics of the Group of Companies to the Board of Directors for approval. 2. Monitor and supervise to ensure that the Group of Companies complies with good Corporate Governance and Business Ethics Policies set by the Group of Companies. 3. Regularly review the Group’s Corporate Governance and Business Ethics Policies in accordance with international practices and/or recommendations of relevant institutions and/or official agencies, and present them to the Board of Directors for approval. 4. Consider presenting the Code of Best Practices to the Board of Directors and/or sub-committees of the Group of Companies. 5. Promote the dissemination of a culture of good Corporate Governance to be understood at all levels and have the effect of best practices. 6. Consider appointing and defining the roles and responsibilities of the sub-working group to support corporate governance and business ethics as appropriate. 7. Perform other tasks as assigned by the Board of Directors. Tenure of The Risk Management and Corporate Governance Committee The Risk Management and Corporate Governance Committee has three-year term at a time. The Risk and Corporate Governance Director, who retired from office in accordance with the term, may be appointed to be reinstated. In the event that the position of Risk Management and Corporate Governance Committee is vacant for any reason other than the expiration of the term, the Board of Directors shall appoint a fully qualified person as a member of the Risk Management and Corporate Governance Committee so that the number of Risk and Corporate Governance Committees is as specified by the Board of Directors. The person who becomes a member of the Risk Management and Corporate Governance Committee can be in the position only for the remaining term of the Risk Management and Corporate Governance Committee, whom he or she replaces. In 2021, there was one meeting, one regular session, and the progress was monitored in the qualitative risk assessment due to the coronavirus (COVID-19) situation, which was reported to the Board of Directors.
7.3.4 Executive Committee
As of December 31, 2021, the Executive Committee consists of two directors and two executives as follows: No. 1. 2. 3. 4.
List of Directors Mr. Paisan Sirichantaradilok Mr. Phaibul Chalermsaphayakorn Mr. Bundit Lertprasertsuk Ms. Vilai Siripoonkiatikul
Position Chairman of the Executive Committee Executive Director (no regular salary) Executive (Vice president, Marketing) Executive (Vice president ,Account and Finance)
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) The Scope, Duties and Responsibilities of the Executive Committee 1. The authority to order, plan, and operate the Company s business in accordance with the policies set by the Board of Directors. 2. Determine Marketing Strategies. 3. Determine Investment and Fundraising Policies 4. The authority to approve expenses or payments related to business operations or investments in new projects or the sale of fixed assets of the Company at a value not exceeding 200 million baht each time. 5. The authority to hire, appoint, dismiss, discard, fire, and set pay rates, rewards, raise salaries, compensation, and bonuses for employees at the assistant director level or higher. 6. The authority to consider determining employee welfare in accordance with the circumstances, traditions, and applicable laws. 7. Consider the Company’s contract agreement on finance. borrowing, guarantees. 8. Consider various agendas prior to proposing for approval from the Board of Directors. 9. Perform other duties as assigned by the Board of Directors from time to time. However, the approval of the list of the above Executive Committees does not include the approval of the Executive or any person who may have a conflict of interest, stake, or any conflicts of interest in any other manner with the Company, including items requiring the approval of shareholders to make connected transactions and the acquisition or disposition of important assets of the Company in order to comply with the regulations of the Stock Exchange of Thailand. Such approval must be presented to the Board of Directors’ meeting and/or the Shareholders’ Meeting (as the case may be) to consider and approve such items as required by the Company’s Articles of Association or relevant laws. In 2021, there were thirteen meetings reported to the Board of Directors.
7.4 Executive Information 7.4.1 List of Executives as of December 31st, 2021
Senior Executives of the Company (from Assistant Vice president level or above) No. 1. 2. 3. 4 5. 6. 7. 8.
List of Directors Mr. Paisan Sirichantaradilok Ms. Vilai Siripoonkiatikul Mr. Bundit Lertprasertsuk Mr. Chairat Kaewha Mr. Suphonchai Vorasaeng Mr. Apichai Nituskusol Mr. Nikorn Khoonkaew Mr. Prasit Hanpiyavatanasakul
Position Chief Executive Officer Vice president, Account and Finance (Replace No. 8) Vice president, Marketing Assistant Vice president, Factory Assistant Vice president, Quality Assuance Assistant Vice president, Factory Assistand Vice president, Human Resources and Administration, HR&GA Vice president, Account and Finance (Resignation, effective from 28 Feb 2021)
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Annual Report 2021 | Form 56 -1 One Report
Part 2 Corporate Governance The Scope of Authority of the Chief Executive Officer 1. Supervise the performance of the officer in accordance with the Company’s policies, including oversight of overall operational supervision, productivity, customer relationships, and responsibilities to the Board of Directors. 2. Implement the preparation and delivery of the strategic plans, annual planning and budget policies as approved by the Board of Directors. 3. The authority to approve expenses or payments for projects, investments, or sales of the Company’s fixed assets as approved by the Board of Directors. 4. The power to approve the expenses of normal transactions of the Company in an amount not exceeding 2 million baht per time, except for the purchase of raw materials to work for the customer according to the contract. 5. The authority to approve the receipt of work and quotation on various projects, which is the normal business operation of the Company, with a project value not exceeding 150 million baht per project. In the event that the project value exceeds 150 million baht, the Chief Executive Officer shall seek approval from the Executive Committee. 6. The authority to approve procurement, enter into a contract, or any legal act related to the daily business in accordance with the Company’s objectives. 7. Take care of the credit management and finance of the Company. 8. The authority to hire, appoint, dismiss, discard, fire, and set pay rates, rewards, raise salaries, compensation, and bonuses for employees below the level of assistant directors. 9. Approve the appointment of consultants in various fields necessary for operation. 10. Operate businesses related to the General Management of the Company. However, the approval of the list of the above Chief Executive Officer does not include the approval of the Chief Executive Officer or any person who may have a conflict of interest, stake, or any conflicts of interest in any other manner with the Company, including items requiring the approval of shareholders to make connected transactions and the acquisition or disposition of important assets of the Company in order to comply with the regulations of the Stock Exchange of Thailand. Such approval must be presented to the Board of Directors’ meeting and/or the Shareholders’ Meeting (as the case may be) to consider and approve such items as required by the Company’s Articles of Association or relevant laws, in which the Chief Executive Officer shall be liable to the Board of Directors.
7.4.2 Remuneration Policy for Executive Directors and Executives
The Executive Director’s Remuneration has been reviewed by the Nomination and Remuneration Committee to be proposed to the Board of Directors’ meeting and approved by the Shareholders’ Meeting. The remuneration is at the same level as the industry and high enough to maintain and retain qualified executive directors. The Executive Remuneration at assistant Vice president level or higher is to be considered for the performance appraisal from the Executive Committee meeting. The Executive ‘s Remuneration is in accordance with the principles and policies set by the Board of Directors in connection with the Company’s performance and the performance of each executive. The Company’s remuneration data in the same industry and similar in size, as well as the operating results of the Company, are taken into consideration.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 7.4.3 Remuneration of Executive Directors and Executives
Executive Director’s Remuneration The Company has determined the remuneration of two Executive Directors by paying an additional 157,000 baht per person per year, including Mr. Paisan Sirichantaradilok and Mr. Phaibul Chalermsaphayakorn (no regular salary). Executive’s Remuneration As at the end of 2021 and 2020, the Company’s senior executives (from Assistant Vice president level or higher) for the total of eight people. The remuneration of senior executives in 2021 and 2020 were 17.54 and 19.40 million baht, respectively. Other compensation The Company has appointed TISCO Asset Management Company Limited to manage the provident fund since September 2005 and has a group health insurance policy with Tokio Marine Insurance Company Limited. In 2021, the Company paid contributions to the Provident Fund, Social Security, and paid Group Health Insurance premiums to executives as employees of the Company in the total amount of 0.03 million baht.
7.5 Employee Information Employee Development Policy
The Company’s Board of Directors has established a policy to continuously develop personnel by providing regular training to provide knowledge and understanding of matters related to that department, such as engineering knowledge and techniques and regulations to meet the standards set by the Company. This is defined by conducting on-site training such as orientation of new employees so that employees can understand the culture of the organization and understand the rules and regulations of the Company, and providing specialized knowledge from time to time as appropriate. In addition, the Company provides public training by sending employees to seminars at home and abroad, such as seminars on product design and studying the production process of overseas customers.
Total number of employees and each main line
As at December 31, 2021 and December 31, 2020, the Company has a total of 557 and 827 employees respectively, divided into the following divisions: Division (person) 1. Management 2. Accounting & Finance 3. Marketing 4. Factory 5. Project 6. Quality Assurance 7. General Administration Total
2021 7 12 16 411 19 39 53 557
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Annual Report 2021 | Form 56 -1 One Report
2020 7 12 19 642 22 66 59 827
Part 2 Corporate Governance
Total Remuneration and the remuneration characteristics given to employees
Remuneration of employees in 2021 and 2020 by remuneration characteristics as follows Remuneration (Million Baht) 2021 2020 Salaries, wages and bonuses 158 181 Overtime 7 44 Defined Contribution Scheme 3 5 Defined Benefit Scheme 8 10 Total 176 240 The Company has appointed TISCO Asset Management Co., Ltd. to manage the Provident Fund since September 2005. The Company did not have any major labor disputes in the past year.
Employee Benefit Obligations
The Company has complied with Accounting Standard No. 19 on Employee Benefits (Effective January 1, 2011) since January 1, 2010. The Company manages employee pension programs in accordance with the requirements of the Labor Protection Act B.E. 2541 (1998) in providing employee benefits at retirement based on eligibility and seniority, estimated employee benefit obligations, and recorded as expenses in the comprehensive income statement and recognized as non-current liabilities (employee benefit obligations). Estimated value of such obligations, calculated by actuarial principles based on the assumptions outlined in the report. The Company has reserved 0.48 million baht for post-employment benefits and a defined benefit plan for executives in 2021.
Training for employees at all levels in 2021
The Company recognizes the importance and sets goals for training for employees at all levels. It is divided by importance and necessity into groups of the following characteristics: • Compulsory courses that employees must attend training. • Courses to transfer knowledge and expertise of UNIMIT and to enhance attitudes. • Courses that are open for training according to job requirements. • Training courses at various institutions based on demand from different departments KPI: Employees must be trained for at least 16 hours per person per year. On average, in 2021, employees were trained 7.8 hours per person per year, which accounted for 61% of all trained employees. Due to the severe situation of COVID-19 in that year, it is not possible to arrange internal training and send employees to train outside. The employee did not comply with the defined KPI plan.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 7.6 Other Important Information 7.6.1 Assigned Person
The person responsible for overseeing accounting The assigned person directly responsible for overseeing the current Company’s Accounting is: Ms. Vilai Siripoonkiatikul has held office since March 1, 2021. Additional details are shown in the details of the executive profile in Attachment 1. Company Secretary In order to comply with the good Corporate Governance Principles of listed companies under the responsibilities of the Board of Directors and in accordance with the Securities and Exchange Act and the Securities Exchange of Thailand. The Board of Directors has appointed the Company Secretary with the obligation to provide legal advice and criteria that the Board of Directors must know and conduct. Arrange meetings, as well as prepare and maintain documents such as the Director Registration, Board of Directors’ Meeting Notice, Minutes of Meetings and Annual Reports of the Company, Notice Letter of Shareholders’ Meeting, Minutes of the Shareholders’ Meeting, and maintain reports of interests reported by directors and executives. The Board of Directors has appointed the Company Secretary to a resolution to the Board of Directors’ Meeting. No. 1/2011 held on February 28, 2011 to appoint Ms. Suphap Kaewwongmuang to act as a Company’s secretary. Additional details are shown in the details of the executive profile in Attachment 1. Internal Audit The Company has attached importance to effective internal control systems at both the management level and at the level of operation. Therefore, assigned obligations, and operating authority of the executive in writing. The Supervision of the use of the Company’s assets to the benefit and separation of the duties of the operator, monitoring, control, and evaluation separately in order to properly check and balance and monitor each other. There are also internal controls on the financial system. The Company has set up a financial reporting system to present to the line managers responsible for risk management a full listing and assessment of both business and financial risks so that the Company can determine how to prevent and reduce risk while still having returns at the level expected by the Company. Currently, the Company has appointed an internal audit office from I.A.P International Audit Company Limited to perform the internal audit for the Company. The Resolutions of the Audit Committee Meeting No. 3 /2021 on March 25, 2021, to perform internal audit duties for the Company, the head of the internal audit is Mr. Wattana Channakin, and Mr. Thanasarn Wasan Additional details are shown in the details of the executive profile in Attachment 1. Head of Investor Relations and Contact Information The Board of Directors recognizes that the Company’s information, both financially and non-financially, affects the decision-making process of investors and stakeholders in the Company. The Company has a policy of disclosing the Company’s important information accurately, completely, timely and transparently in accordance with the standards and criteria set by the Stock Exchange of Thailand. At present, Mr. Phaibul Chalermsaphayakorn, as Chairman of the Board of Directors, is responsible for communicating with shareholders, analysts, investors, and general interested parties to provide important information about the Company to investors. Investors or the general public can contact Tel. 02 4630100
7.6.3 Audit Fee
The Company paid the audit fee details as follows: In 2021, E.Y. Office Co., Ltd. remunerated the total amount of 1,200,000 baht, no other service fee. In 2020, KPMG Phoomchai Audit Ltd. remunerated the total amount 1,470,000, no other service fee.
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Annual Report 2021 | Form 56 -1 One Report
Part 2 Corporate Governance
8. Corporate Governance Key Performance Report 8.1 Summary of the Board of Directors’ performance in the past year 8.1.1 Nomination, development and evaluation of the performance of the Board of Directors
(1) Independent Director Criteria for the selection of Independent Directors The policy for the nomination of Independent Directors is in accordance with the announcement of the Securities and Exchange Commission and the Stock Exchange with the following qualifications: 1. Holding shares not exceeding 1% of the Company’s paid-up capital 2. Directors who are not involved in the management of the Company and related companies. 3. Non-employee directors, employees, or consultants who receive regular salaries from the Company, related companies or major shareholders of the Company. 4. Be a director who has no interest or interests, directly or indirectly, both financially and administratively, in the Company, affiliates, or major shareholders of the Company. 5. Be a director who has no interests or interests in the manner described under item 4 for a period of 1 year before being appointed as an Audit Committee member / Independent Director. 6. Be a director who is not related or a close relative of the Company’s executives or major shareholders. 7. Be a director who is not appointed as a representative to preserve the interests of directors, major shareholders, or shareholders who are related to the Company’s major shareholders. 8. Able to perform duties, express opinions or report on performance according to duties assigned by the Board of Directors with independence. not under the control of the Company’s executives or major shareholders, including those involved or close relatives of such persons. In addition, the Company has considered other qualifications such as experience, knowledge, expertise, and ethics for the maximum benefit of the Company. (2) Nomination of Directors and Top Executives The Nomination and Remuneration Committee will be responsible for nominating and selecting persons who will serve as Board of Directors, based on knowledge, competence, and experience related to the business or by the Company’s major shareholders with experience. However, the appointment of new directors will be considered by the Board of Directors’ meeting, which is also presented by the Audit Committee and the Executive Committee. In addition, the appointment of the Board of Directors must be approved by the shareholders’ meeting in accordance with the Company’s Articles of Association. The Company’s Articles of Association require the Shareholders’ Meeting to elect directors in accordance with the following rules and procedures: (a) One shareholder has the same number of votes as one share per vote. (b) Each shareholder must use all available votes based on (1) electing a single person, or several of them, as directors, but cannot divide the votes to any extent. (c) The person who received the highest number of votes in descending order is elected as a director as many times as the number of directors should have been elected at that time. In the event that the person who is elected in descending order has the same number of votes as the number of directors who should have or will be elected at that time, the Chairman shall be the decisive casting vote. One-third of the directors must retire from office at every Annual General Meeting. If the number of directors cannot be divided exactly into three parts, the closest number to one-third of the directors who must retire from office in the first year and the second year after registering the Company, a lot shall be drawn to determine who will retire. In the following years, the longest-serving directors will retire from office. Directors retiring by rotation may be elected to the position.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 8.1.2 Attendance and remuneration of individual committee
Director Remuneration: The Company has clearly and transparently established the Directors’ Remuneration policy, with the remuneration at the same level as the industry and high enough to maintain and retain qualified directors. Directors assigned to the Audit Committee receive appropriate remuneration. In addition, the Board of Directors’ meeting resolved to establish a Nomination and Remuneration Committee on February 22, 2018, consisting of four independent directors as sub-committee members, to consider the appropriateness of the remuneration of directors in accordance with the Company’s policy and present through the Board of Directors for submission to the shareholders’ meeting. Monetary Director’s Remuneration Board of Directors’ remuneration In 2021, there were eleven directors, and one resigned from the office. During the year, the Company paid remuneration in the form of Director fees and Travelling Allowance for the Board of Directors meeting as follows: 2021 Name 1. Mr. Phaibul Chalermsaphayakorn 2. Mr. Paisan Sirichantaradilok 3. Mr. Thailuck Leetavorn 4. Mr. Pongchalerm Chalermsaphayakorn 5. Mr. Pongsak Utaisincharoen 6. Mr. Pongsak Angsupun 7. Mr. Natthaphon Lilawathananun 8. Mr. Suchart Thammapitagkul 9. Mr. Vinai Laohaprasit 10. Mr. Keerin Chutumstid 11. Mr. Prasit Hanpiyavatanasakul (Resignation, effective from 28 Feb 2021) Mr. Youn Tai Lu (Resigned) Ms. Vilai Siripoonkiatikul (Resigned) รวม
2020
Director fee (Baht) 510,000 499,000 341,400 341,400 341,400 507,500 436,500 438,500 451,500 341,400 83,167
Travelling Allowance (Baht) 25,000 25,000 25,000 25,000 25,000 25,000 20,000 25,000 25,000 25,000 0
Director fee (Baht) 510,000 499,000 341,400 341,400 341,400 507,500 436,500 438,500 451,500 341,400 439,785
Travelling Allowance (Baht) 25,000 25,000 25,000 25,000 25,000 25,000 20,000 25,000 25,000 25,000 25,000
4,291,767
245,000
28,996 28,996 4,706,374
0 0 270,000
The Meeting of Directors resolved to pay remuneration to the Board of Directors in 2021 as a result of the 2021 Annual General Meeting of Shareholders. The total amount was 4,707,600 baht, with 5,000 baht per time spent on Travelling for the attending directors for 5 times, 3 online meetings, for a total of 25,000 baht.
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Annual Report 2021 | Form 56 -1 One Report
Part 2 Corporate Governance
1. 2. 3. 4. 5 6. 7. 8. 9. 10. 11.
Mr. Phaibul Chalermsaphayakorn Mr. Paisan Sirichantaradilok Mr. Thailuck Leetavorn Mr. Pongchalerm Chalermsaphayakorn Mr. Pongsak Utaisincharoen Mr. Keerin Chutumstid Mr. Pongsak Angsupun Mr. Suchart Thammapitagkul Mr. Natthaphon Lilawathananun Mr. Vinai Laohaprasit Mr. Prasit Hanpiyavatanasakul (Resignation, effective from 28 Feb 2021)
Chairman of the Board Director Director Director Director Director Independent Director Independent Director Independent Director Independent Director Director
5/5 5/5 5/5 5/5 5/5 5/5 5/5 5/5 4/5 5/5 0/1
X X X X X X 5/5 4/5 4/5 5/5 X
X X X X X X 2/2 2/2 2/2 2/2 X
X X X X X X X X X 1/1 X
Executive Committee
Position
Nomination and Remuneration Committee Risk and Corporate Governance Committee
Name of Directors
Audit Committee
No.
Board of Directors
Meeting attendance of individual director
13/13 13/13 X X X X X X X X X
Knowledge Development The Company has encouraged directors and executives to attend seminars and courses that benefit the performance of duties. The Company Secretary will coordinate with the directors to attend the Directors’ Program of the Thai Institute of Directors, such as the Directors’ Certification Program (DCP) and the Directors’ Accreditation Program (DAP), etc. In 2021, there was one director who had received the following training: List of directors Mr. Vinai Laohaprasit Independent Director / Member of the Audit Committee / Chairman of the Risk management and Corporate Governance Committee
Training Course Seminar/Training Organizer - Roles and duties of the Audit Committee in - Securities and Exchange Good Corporate Governance, especially the Commission (SEC) supervision of the quality of the preparation of financial reports by selecting qualified auditors and foreseeing the value of auditing work to improve the quality of Corporate Governance and financial reports.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 8.1.3 Supervision of operations of subsidiaries and associated companies
The Company will oversee and establish policies by sending executive directors to represent the subsidiary. If the subsidiary has business operations that significantly affect the Company, such as entering into additional business contracts with partner companies, the subsidiary must first propose the matter and seek approval from the Board of Directors’ meeting.
8.1.4 Monitoring to ensure compliance with Corporate Governance Policies and Practices
(1) Conflict of interest The Company has taken measures to prevent conflicts of interest by requiring the Audit Committee to participate in the approval of related transactions as detailed in Section 11 Connected Transactions). The Company has disclosed details of connected transactions arising in the financial statements in accordance with the prescribed accounting standards. The Company has a policy Company has a policy that prohibits directors and executives from using the Company’s information directly or indirectly. In addition, after listing the Company’s securities on the Market for Alternative Investment (MAI), the Company has complied with the Notification of the Stock Exchange of Thailand applicable to the connected transactions of listed companies or the acquisition and disposition of the assets of the listed companies, as the case may be. (2) Supervision of the use of Inside Information The Company has policies and procedures for overseeing directors and executives in the use of the Company’s inside information for personal gain, including trading securities, especially during the 1-month period prior to the financial statements being made public during which the Company’s securities listed in the Company as follows: • Educating executives in various departments about the duties of executives to report the Company’s securities holdings and penalties under the Securities and Exchange Act B.E. 2535 (1992) and in accordance with rules and regulations of the Stock Exchange of Thailand. • The Company requires directors and executives of the Company to report on changes in securities holdings to the Securities and Exchange Commission (SEC) under Article 59 of the Securities and Exchange Act, B.E. 2535 (1992). • The Company has submitted a circular informing the directors. The Executives note that executives who are aware of inside information should not buy or sell the Company’s securities within 1 month prior to the public release of the financial statements, and inform them of the legal penalties and penalties of the Company if the employee or executives do not cooperate, or if the executives are found to have used inside information or behaved in a way that implies the company has been damaged. (3) Anti-Corruption The Company has a policy against corruption and has established Anti-Corruption Practices and Bribery Practices and incentives to operate to serve as the best practice for the Company and its subsidiaries for Directors, executive, and employee at all level. The policy was approved by the Audit Committee meeting and approved by the Board of Directors’ meeting. Anti-Corruption Practices - To ensure and monitor the performance of employees in accordance with the laws of the government and strictly in compliance with the Company’s regulations. - Create a standardized, transparent, and verifiable Human Resource Management System. - Establish an effective Internal Control System to prevent and monitor in a timely manner. - Strictly disciplinary and/or criminal proceedings against offenders
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Annual Report 2021 | Form 56 -1 One Report
Part 2 Corporate Governance Bribery Practices and operational incentives To ensure that the procurement process is efficient and appropriate. - Avoid receiving overvalued gifts and/or gifts from business stakeholders or others who may benefit from the performance of the employee. - Avoid accepting receptions from business associates or others who may benefit from the performance of employees. - Educate and raise awareness or training on corruption, anti-corruption methods, the elimination of bribery, and providing operational incentives to employees, corporate representatives, contractors, and suppliers, including supporting employees, partners, and representatives of organizations. as well as encouraging employees, trading partners, corporate representatives, contractors, and suppliers to implement anti-corruption practices and report on the organization’s anti-corruption practices and disclose information on the Company’s website. In addition, in accordance with the resolutions of the Meeting No. 1/2018 on February 22, 2018, has approved the participation in the declaration of intent and endorsement in conjunction with the Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC), by having P & L Training Center Co., Ltd. as a project advisor. 30 November 2017, the consultant provide training to executives and supervisors on “Anti-Corruption for the organization towards sustainability” 13 March 2018: The Company submits a declaration of intent for the Thai Private Sector Collective Action Coalition against Corruption. 14 December 2018: The Company filed a self-assessment form seeking certification as a coalition of practices. 4 February 2019: The Coalition of Action Committee, of which the Thai Institute of Directors Association (IOD) is the project secretary, has resolved to certify Unimit Engineering Public Company Limited as a member of the Thai Private Sector Collective Action Coalition Against Corruption from February 4, 2019 to February 4, 2022. Present: The Company is applying for certification from the Thai Private Sector Anti-Corruption Coalition (CAC). (4) Whistleblowing In order to treat all stakeholders equally and fairly, the Company has provided channels for complaints, comments, or suggestions that the stakeholders are affected or at risk of being affected by, which will cause damage to all stakeholders from the Company’s business operations or from the Company’s employees’ practices regarding illegal or ethical conduct, including behaviors that may constitute fraud, imply corruption, unequal treatment, or lack of due diligence, and being violated by direct whistleblowing. The Company will conduct a procedural review and record the investigation in writing without disclosing the name of the whistleblower, as well as keep the complaint confidential to protect the potential impact on such whistleblowers. In the case of complaints that cause damage to the Company, The Board of Directors assigns Independent Directors or Audit Committees to receive such reports or complaints in order to investigate and present the report to the Board of Directors. Whistleblower Protection Mechanism Establish a database system to keep whistleblower information confidential and impose penalties on the officers responsible for such information when the information is disclosed. Access to such databases must be performed only by executives at the director level or above.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Whistleblowing or Complaints Illegal Activity against Company Regulations, Corruption, or Violation of the Code of Conduct of Directors, Executives, and Employees. Financial Report irregularities, faulty Internal Control System. Matters that affect the benefit or reputation of the Company Whistleblowing or Complaint Channels Complaint Box: Within the organization of all branches, Electronic mail to E-Mail Address : Chief Executive Officer ([email protected]) Letter : To Chief Executive Officer of Unimit Engineering Public Company Limited Phrapradaeng Office 109/92-95 Moo 19 Soi Suksawat 66, Suksawat Road, Phrapradaeng, Samutprakarn 10130 Tel. 02 4630100 Fax. 02 4631910 and Internal Auditor : I.A.P. Internal Audit Co., Ltd. 57, 1st Floor, Room 1F203, Rattanathibet Road, Bang Ktaso, Mueang District, Nonthaburi 11000 Tel. 02 4084366 Fax. 02 4084367 www.unimit.com
8.2 Report on the performance of the Audit Committee In 2021, The Audit Committee hold six meetings to consider the remarks of the Auditor and the Internal Auditor’s Reports, then proposed to the Board of Director for consideration. Summary of the key audit matters are as follows; 1. Reviewed the interim and annual financial reports audited by the Auditor and found that the reports had disclosed adequate, reliable and accurate information according to the general accepted accounting standard. 2. Reviewed business transactions with the related parties or transactions that would induce conflict of interest so as to ensure the reasonability and benefit to the Company. 3. Approved the annual internal audit’s plan to followed up and assessed its implementation. 4. Reviewed the report of the Risk Management Committee and followed up its recommendations to reduce the risk to the acceptable level. 5. Reviewed the compliance with the applicable laws, and regulations to ensure that the Company has complied with all the laws and regulations.
8.2.1 Number of meetings and attendance No. Name List of Audit Committee 1. 2. 3. 4.
Mr. Pongsak Angsupun Mr. Suchart Thammapitagkul Mr. Natthaphon Lilawathananun Mr. Vinai Laohaprasit
Position Independent Director / Chairman of the Audit Committee Independent Director / Member of Audit Committee Independent Director / Member of Audit Committee Independent Director / Member of Audit Committee
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Annual Report 2021 | Form 56 -1 One Report
Number of meetings 5/5 4/5 4/5 5/5
Part 2 Corporate Governance
8.2.2 Performance of the Audit Committee
In 2021, the Audit Committee appointed a new auditor and an internal auditor as follows: 1. Consider appointing a new auditor, EY Office Company Limited. 2. Consider approving the appointment of a new internal auditor I.A.P. Internal Audit Company Limited.
8.3 Summary of the performance of other Sub-Committees
1. 2. 3. 4. 5. 6.
List of Directors
Position
Mr. Phaibul Chalermsaphayakorn Mr. Paisan Sirichantaradilok Mr. Pongsak Angsupun Mr. Suchart Thammapitagkul Mr. Natthaphon Lilawathananun Mr. Vinai Laohaprasit
Chairman of the Board Director Independent Director Independent Director Independent Director Independent Director
X X 2/2 2/2 2/2 2/2
X X X X X 1/1
Executive Committee
No.
Nomination and Remuneration Committee Risk and Corporate Governance Committee
8.3.1 Number of meetings and attendance
13/13 13/13 X X X X
8.3.2 Performance of the Sub-Committees
Nomination and Remuneration Committee In 2021, the Nomination and Remuneration Committee held a meeting to present the remuneration of directors for the year 2021 to the Board of Directors’ meeting for approval by the shareholders’ meeting. Risk and Corporate Governance Committee In 2021, the Risk and Corporate Governance Committee appointed a new working group, requiring all department executives to be working groups. There was a meeting to review the risk practices in the organization that had been approved by the Board of Directors’ meeting and also updated and added risk topics to fit the current situation, such as personal data protection risk (PDPA) and risk of coronavirus 2019 (Covid-19) pandemic to executives of all departments as a guideline for further practices. Executive Committee In 2021, the Executive Committee had a regular monthly meeting. The Executive Committee consists of Chief Executive Officers and executives from appointed departments, including executives from the Marketing Department and Production Factory and executives from the Accounting and Finance Department.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 9. Internal Control and Connected Transactions 9.1 Internal Control 9.1.1 Adequacy and suitability of Internal Control Systems
The Board of Directors is of the opinion that the Company’s Internal Control Systems are sufficient and suitable and able to prevent the Company’s assets from being unlawfully or improperly used without authority, such as the designation of authority, approval, order and preparation of written procedures. There is a systematic system of storing important documents, allowing directors or auditors to investigate. Currently, the Company has an Audit Committee of 4 people to ensure that the Internal Control System is in accordance with the Securities and Exchange Commission and Stock Exchange of Thailand requirements, The Audit Committee will meet at least 4 times a year and will prepare a report on the opinion of the Audit Committee for the Board of Directors to consider in accordance with the regulations of the Stock Exchange of Thailand. In addition, the Company has appointed I.A.P. Internal Audit Co., Ltd. as an external internal audit unit to conduct internal audits for the Company, as well as to have meetings and prepare reports for the Audit Committee, focusing on audits covering all departments of the organization in order to assess the internal control of each important activity and the effectiveness of each department. In 2021, I.A.P. Internal Audit Co., Ltd. has assessed the following matters: 1. Production Process Control System and Quality inspection/testing and review of CAC 2. Project Management 3. Procurement and receipt of goods 4. Internal Control Assessment in accordance with COSO Guidelines It is of the opinion that the Company has adequate, internally controlled operational and management processes to ensure that the Company will achieve the expected goal.
9.1.2 What are the internal control flaws? Is the editing completed? Why? In the past, the Company There are no flaws with the internal control system.
9.1.3 The opinions of the Audit Committee differ from those of the Board of Directors. The Audit Committee has no different opinions from the Board of Directors.
9.1.4 The opinion of the Audit Committee that the person holding the position of Head of Internal Audit has sufficient educational qualifications, experience, training to perform such duties? How? The Audit Committee has considered the Company’s internal audit. I.A.P. Intern Audit Co., Ltd. has educational qualifications, knowledge, abilities, internal audit training, and first-hand experience suitable enough to perform duties for the Company.
9.1.5 Appointment, removal, and migration of Head of Internal Audit
The Audit Committee has the authority to appoint, migrate, and terminate the employment of the Company’s internal auditors, as well as to consider the remuneration proposal of internal auditors.
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Annual Report 2021 | Form 56 -1 One Report
Part 2 Corporate Governance
9.2 Connected Transactions 9.2.1 Information relating to transactions with persons who may have conflicts
Value and outstanding balance of Connected Transactions and individuals who may have conflicts - The Company has no value and outstanding balance during the past 3 years. Necessity and reasonableness - None -
9.2.2 Necessity and Reasonableness of Connected Transactions - There are no Connected Transactions.-
9.2.3 Policy or the trend of future connected transactions, as well as compliance with the obligations set forth by the Company in the prospectus.
In the future, if the Company has connected transactions with persons who may have conflicts with each other, the Company has a policy of entering into related party transactions in the case of normal and ongoing transactions. Conditions are defined according to the normal trading practice characteristics at market prices, which can be compared with the price incurred by third parties and determined according to a fair price that is reasonable and verifiable. The Company will arrange for a meeting of the Board of Directors attended by the Audit Committee by presenting to the Audit Committee for consideration the criteria and guidelines for such practices. In the event that the Audit Committee does not have the expertise to consider potential connected transactions, the Company will have an independent expert or auditor provide opinions on such connected transactions in order to make decisions by the Board of Directors or shareholders on a case-by-case basis. The Board of Directors shall comply with the Securities and Exchange Act and regulations, notifications, orders, or regulations of the Stock Exchange of Thailand, including compliance with the requirements regarding the disclosure of connected transactions and the acquisition or disposition of important assets of the Company. However, except for connected transactions that are normal business transactions and have policies for pricing and conditions that are market price or not unlike third parties.
9.2.4 Reasons why a person who may have conflicts holds shares in a subsidiary or associated Company of more than 10% in lieu of directly holding the Company’s shares. - There are no conflicting individuals -
Measures or procedures for approving Connected Transactions The Company has a policy to reduce connected transactions between other parties that may have conflicts of interest in order to increase transparency and investor confidence. Only connected transactions that are normal business practices that will bring the most benefit to the Company and will consider under the same conditions as other trading partners. Report on the interests of directors and executives
The Company has set a policy for all directors and top four executives who assume a new position to prepare a report to the Company of their interests or related parties, which is a stake related to the management of the Company to the Chairman of the Board of Directors and the Chairman of the Audit Committee, acknowledged within seven business days from the date the connected transaction occurs.
- 87 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Part 3 Financial Statements
Unimit Engineering Public Company Limited and its subsidiaries Report and consolidated financial statements 31 December 2021
- 88 -
Annual Report 2021 | Form 56 -1 One Report
Part 3 Financial Statements
Independent Auditor's Report To the Shareholders of Unimit Engineering Public Company Limited Opinion I have audited the accompanying consolidated financial statements of Unimit Engineering Public Company Limited and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2021, and the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and have also audited the separate financial statements of Unimit Engineering Public Company Limited for the same period. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Unimit Engineering Public Company Limited and its subsidiaries and of Unimit Engineering Public Company Limited as at 31 December 2021, their financial performance and cash flows for the year then ended in accordance with Thai Financial Reporting Standards. Basis for Opinion I conducted my audit in accordance with Thai Standards on Auditing. My responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of my report. I am independent of the Group in accordance with the Code of Ethics for Professional Accountants as issued by the Federation of Accounting Professions as relevant to my audit of the financial statements, and I have fulfilled my other ethical responsibilities in accordance with the Code. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.
- 89 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Key Audit Matters Key audit matters are those matters that, in my professional judgement, were of most significance in my audit of the financial statements of the current period. These matters were addressed in the context of my audit of the financial statements as a whole, and in forming my opinion thereon, and I do not provide a separate opinion on these matters.I have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of my report, including in relation to these matters. Accordingly, my audit included the performance of procedures designed to respond to my assessment of the risks of material misstatement of the financial statements. The results of my audit procedures, including the procedures performed to address the matters below, provide the basis for my audit opinion on the accompanying financial statements as a whole. Key audit matter and how audit procedures respond to the matter are described below. Recognition of revenue from and provision for losses on contracts with customers In 2021, the Group recognised revenue from contracts with customers amounting to Baht 464 million and Baht 459 million in the consolidated statement of comprehensive income and the separate statement of comprehensive income, respectively, which were significant transactions. The Group recognises revenue from contracts with customers in accordance with the accounting policy described in Note 4.1 to the financial statements. I focused my audit on the process of measurement, the determination of appropriate timing of revenue recognition and the estimates of possible losses since these areas require management to exercise significant judgement to assess the percentage of completion of projects, the probability of loss, and the measurement of possible losses. There are therefore risks with respect to the amount and timing of the recognition of revenue from contracts with customers and the estimates of possible losses from contracts with customers. I examined the recognition of revenue from contracts with customers and the provision for losses on projects are described below. •
Assessed and tested the effectiveness of the internal controls put in place by the Group over the procurement process, the estimation of contract costs and revisions thereto, the recognition of revenue and the estimation of percentage of work completion and possible losses from projects, through making enquiry of responsible executives, gaining an understanding of the controls and selecting representative samples to test the operation of the designed controls.
- 90 -
Annual Report 2021 | Form 56 -1 One Report
2
Part 3 Financial Statements
•
Read the contracts with customers to consider the conditions relating to revenue recognition, made enquiry of responsible executives, gained an understanding of the Group’s process for assessing the percentage of completion and making cost estimates for projects, and checked the estimated project costs to the project budgets. I checked actual costs against supporting documents, tested the calculation of the percentage of completion based on actual contract costs incurred.
•
Performed analytical procedures on gross margins of projects and compared the percentage of completion as evaluated by the project engineer to the percentage of completion based on actual contract costs incurred.
•
Evaluated the possible losses on projects assessed by the management through an analysis of the ratio of actual cost incurred against cost estimates for projects for each significant cost component.
Other Matter The Consolidated financial statements of Unimit Engineering Public Company Limited and its subsidiaries (the Group) and the separate financial statements of Unimit Engineering Public Company Limited for the year ended 31 December 2020 were audited by another auditor who, under her report dated 24 February 2021, expressed an unqualified opinion on those financial statements. Other Information Management is responsible for the other information. The other information comprise the information included in annual report of the Group, but does not include the financial statements and my auditor’s report thereon. The annual report of the Group is expected to be made available to me after the date of this auditor’s report. My opinion on the financial statements does not cover the other information and I do not express any form of assurance conclusion thereon. In connection with my audit of the financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or my knowledge obtained in the audit or otherwise appears to be materially misstated. When I read the annual report of the Group, if I conclude that there is a material misstatement therein, I am required to communicate the matter to those charged with governance for correction of the misstatement.
- 91 -
Annual Report 2021 | Form 56 -1 One Report
3
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s financial reporting process. Auditor’s Responsibilities for the Audit of the Financial Statements My objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes my opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Thai Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Thai Standards on Auditing, I exercise professional judgement and maintain professional skepticism throughout the audit. I also: •
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- 92 -
Annual Report 2021 | Form 56 -1 One Report
4
Part 3 Financial Statements
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
•
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If I conclude that a material uncertainty exists, I am required to draw attention in my auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. I am responsible for the direction, supervision and performance of the group audit. I remain solely responsible for my audit opinion.
I communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that I identify during my audit. I also provide those charged with governance with a statement that I have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on my independence, and where applicable, related safeguards.
- 93 -
Annual Report 2021 | Form 56 -1 One Report
5
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
From the matters communicated with those charged with governance, I determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. I describe these matters in my auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, I determine that a matter should not be communicated in my report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. I am responsible for the audit resulting in this independent auditor’s report.
Krongkaew Limkittikul Certified Public Accountant (Thailand) No. 5874 EY Office Limited Bangkok: 23 February 2022
- 94 -
Annual Report 2021 | Form 56 -1 One Report
6
Part 3 Financial Statements Unimit Engineering Public Company Limited and its subsidiaries Statements of financial position As at 31 December 2021 (Unit: Baht) Consolidated financial statements Note
2021
2020
Separate financial statements 2021
2020
Assets Current assets Cash and cash equivalents
7
549,466,540
504,434,716
547,271,819
497,831,687
Trade and other receivables
8
74,004,358
63,298,438
73,922,189
62,685,279
Contract assets
9
106,681,029
159,421,553
106,181,401
158,695,492
Inventories
10
107,327,249
130,085,180
107,004,783
129,697,459
11,850,572
18,017,247
11,850,572
18,017,247
7,844,269
10,304,429
6,481,825
8,220,162
857,174,017
885,561,563
852,712,589
875,147,326
Current tax assets Other current assets Total current assets Non-current assets Investment in subsidiary
11
-
-
214,000,000
214,000,000
Other non-current receivables
12
18,017,247
40,415,460
21,017,247
40,415,460
Long-term loan to subsidiary
6
-
-
66,493,800
59,734,800
Property, plant and equipment
13
467,475,519
490,687,358
279,987,948
313,849,392
Right-of-use assets
16
44,075,268
41,094,220
1,552,185
1,975,148
Intangible assets
14
2,850,432
4,033,657
2,850,432
4,033,657
Deferred tax assets
22
11,762,183
12,970,278
11,762,183
12,970,278
172,000
172,000
172,000
172,000
544,352,649
589,372,973
597,835,795
647,150,735
1,401,526,666
1,474,934,536
1,450,548,384
1,522,298,061
Other non-current assets Total non-current assets Total assets
The accompanying notes are an integral part of the financial statements.
- 95 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Unimit Engineering Public Company Limited and its subsidiaries Statements of financial position (continued) As at 31 December 2021 (Unit: Baht) Consolidated financial statements Note
Separate financial statements
2021
2020
2021
2020
Liabilities and shareholders' equity Current liabilities Trade and other payables
15
43,820,519
79,612,640
43,535,777
70,235,953
Contract liabilities
9
3,170,890
11,228,901
3,170,890
10,894,134
Current portion of lease liabilities
16
676,495
637,195
676,495
637,195
5,604,305
8,850,049
5,599,770
8,785,998
53,272,209
100,328,785
52,982,932
90,553,280
Other current liabilities Total current liabilities Non-current liabilities Lease liabilities - net of current portion
16
435,268
1,111,764
435,268
1,111,764
Deferred tax liabilities
22
192,890
-
-
-
Provision for long-term employee benefits
17
51,439,202
58,032,478
51,439,202
58,032,478
52,067,360
59,144,242
51,874,470
59,144,242
105,339,569
159,473,027
104,857,402
149,697,522
142,627,650
142,627,650
142,627,650
142,627,650
142,627,650
142,627,650
142,627,650
142,627,650
286,487,187
286,487,187
286,487,187
286,487,187
14,300,000
14,300,000
14,300,000
14,300,000
849,819,593
886,504,507
902,276,145
929,185,702
-
-
Total non-current liabilities Total liabilities Shareholders' equity Share capital Registered 570,510,600 ordinary shares of Baht 0.25 each Issued and fully paid-up 570,510,600 ordinary shares of Baht 0.25 each Share premium Retained earnings Appropriated - statutory reserve Unappropriated Other components of shareholders' equity
18
2,952,667
(14,457,835)
Total shareholders' equity
1,296,187,097
1,315,461,509
1,345,690,982
1,372,600,539
Total liabilities and shareholders' equity
1,401,526,666
1,474,934,536
1,450,548,384
1,522,298,061
-
-
-
-
The accompanying notes are an integral part of the financial statements.
Directors
- 96 -
Annual Report 2021 | Form 56 -1 One Report
Part 3 Financial Statements Unimit Engineering Public Company Limited and its subsidiaries Statements of comprehensive income For the year ended 31 December 2021 (Unit: Baht) Consolidated financial statements Note
2021
2020
Separate financial statements 2021
2020
Profit or loss: Revenues Revenue from contracts with customers
463,507,564
793,275,920
459,495,369
790,631,283
Gain on exchange
7,308,569
957,976
7,413,566
957,976
Other income
3,483,831
1,880,659
3,482,824
1,874,824
474,299,964
796,114,555
470,391,759
793,464,083
371,789,085
671,684,511
365,116,322
662,606,976
Distribution expenses
14,528,966
14,189,806
14,287,987
13,860,023
Administrative expenses
76,370,694
89,048,572
70,569,359
79,848,399
19
Total revenues Expenses Cost of sales and services
20
Reversal of allowance for expected credit losses
-
(17,879,521)
-
(17,879,521)
Total expenses
462,688,745
757,043,368
449,973,668
738,435,877
Operating profit
11,611,219
39,071,187
20,418,091
55,028,206
Finance income
1,880,899
3,491,717
2,693,713
4,273,479
Finance cost
(87,604)
Profit before income tax Income tax benefit (expenses) Profit for the year
13,404,514 261,353
22
13,665,867
(124,622) 42,438,282 (6,563,289) 35,874,993
(87,604) 23,024,200 451,375
(124,622) 59,177,063 (6,563,289)
23,475,575
52,613,774
-
-
6,637,878
-
6,637,878
-
30,113,453
52,613,774
Other comprehensive income: Other comprehensive income to be reclassified to profit or loss in subsequent periods: Exchange differences on translation of financial statements in foreign currency
17,444,853
(8,068)
Other comprehensive income not to be reclassified to profit or loss in subsequent periods: Actuarial gain - net of income tax
6,637,878
Other comprehensive income for the year
24,082,731
Total comprehensive income for the year
37,748,598
(8,068)
35,866,925
The accompanying notes are an integral part of the financial statements.
- 97 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Unimit Engineering Public Company Limited and its subsidiaries Statements of comprehensive income (continued) For the year ended 31 December 2021 (Unit: Baht) Consolidated financial statements Note
Separate financial statements
2021
2020
2021
2020
13,665,867
35,874,993
23,475,575
52,613,774
37,748,598
35,866,925
30,113,453
52,613,774
0.02
0.06
0.04
0.09
Profit attributable to: Equity holders of the Company
Total comprehensive income attributable to: Equity holders of the Company
Earnings per share
23
Basic earnings per share Profit attributable to equity holders of the Company
The accompanying notes are an integral part of the financial statements.
- 98 -
Annual Report 2021 | Form 56 -1 One Report
Annual Report 2021 | Form 56 -1 One Report
- 99 -
Total comprehensive income for the year
Dividend paid (Note 26)
The accompanying notes are an integral part of the financial statements.
142,627,650
-
Other comprehensive income for the year
Balance as at 31 December 2021
-
Profit for the year
142,627,650
-
Dividend paid (Note 26)
Balance as at 1 January 2021
-
Total comprehensive income for the year
142,627,650
-
Other comprehensive income for the year
Balance as at 31 December 2020
-
142,627,650
286,487,187
-
-
-
-
286,487,187
286,487,187
-
-
-
-
286,487,187
14,300,000
-
-
-
-
14,300,000
14,300,000
-
-
-
-
14,300,000
statutory reserve
share capital
Share premium
Appropriated -
849,785,242
(57,023,010)
20,303,745
6,637,878
13,665,867
886,504,507
886,504,507
(28,524,015)
35,874,993
-
35,874,993
879,153,529
Unappropriated
Retained earnings
2,987,018
-
17,444,853
17,444,853
-
(14,457,835)
(14,457,835)
-
(8,068)
(8,068)
-
(14,449,767)
in foreign currency
financial statements
on translation of
Exchange differences
comprehensive income
Other
2,987,018
-
17,444,853
17,444,853
-
(14,457,835)
(14,457,835)
-
(8,068)
(8,068)
-
(14,449,767)
equity
shareholders'
components of
Total other
Other components of shareholders' equity
Consolidated financial statements
fully paid-up
Issued and
Profit for the year
Balance as at 1 January 2020
For the year ended 31 December 2021
Statements of changes in shareholders' equity
Unimit Engineering Public Company Limited and its subsidiaries
-
1,296,187,097
(57,023,010)
37,748,598
24,082,731
13,665,867
1,315,461,509
1,315,461,509
(28,524,015)
35,866,925
(8,068)
35,874,993
1,308,118,599
equity
shareholders'
Total
(Unit: Baht)
Part 3 Financial Statements
Annual Report 2021 | Form 56 -1 One Report
- 100 -
Total comprehensive income for the year
Dividend paid (Note 26)
The accompanying notes are an integral part of the financial statements.
142,627,650
-
Other comprehensive income for the year
Balance as at 31 December 2021
-
142,627,650
Balance as at 1 January 2021
Profit for the year
142,627,650
-
Dividend paid (Note 26)
Balance as at 31 December 2020
-
142,627,650
286,487,187
-
-
-
-
286,487,187
286,487,187
-
-
286,487,187
14,300,000
-
-
-
-
14,300,000
14,300,000
-
-
14,300,000
statutory reserve
share capital
Share premium
Appropriated -
902,276,145
(57,023,010)
30,113,453
6,637,878
23,475,575
929,185,702
929,185,702
(28,524,015)
52,613,774
905,095,943
Unappropriated
Retained earnings
Separate financial statements
fully paid-up
Issued and
Total comprehensive income for the year - profit for the year
Balance as at 1 January 2020
For the year ended 31 December 2021
Statements of changes in shareholders' equity (continued)
Unimit Engineering Public Company Limited and its subsidiaries
-
1,345,690,982
(57,023,010)
30,113,453
6,637,878
23,475,575
1,372,600,539
1,372,600,539
(28,524,015)
52,613,774
1,348,510,780
shareholders' equity
Total
(Unit: Baht)
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Part 3 Financial Statements Unimit Engineering Public Company Limited and its subsidiaries Cash flow statements For the year ended 31 December 2021 (Unit: Baht) Consolidated financial statements
Separate financial statements
2021
2020
2021
2020
13,404,514
42,438,282
23,024,200
59,177,063
42,386,147
44,598,851
36,472,688
38,448,842
Cash flows from operating activities: Profit before income tax Adjustments to reconcile profit before income tax to net cash provided by (paid from) operating activities: Depreciation and amortisation Reversal of allowance for expected credit losses
-
Unrealised (gain) loss on exchange (Gain) loss on changes in fair value of derivatives
Finance income
-
(17,879,521)
(23,060)
39,622
(6,782,060)
258,222
(315,173)
83,879
(315,173)
83,879
55,830
(132,412)
55,830
(132,412)
(Gain) loss on sales of/ written-off property, plant and equipment Provision for long-term employee benefits
(17,879,521)
4,910,852
10,545,511
4,910,852
10,545,511
(1,880,899)
(3,491,717)
(2,693,713)
(4,273,479)
Finance cost
87,604
124,622
87,604
124,622
58,625,815
76,327,117
54,760,228
86,352,727
(10,677,168)
132,947,039
(11,208,158)
133,677,243
Profit from operating activities before changes in operating assets and liabilities Operating assets (increase) decrease Trade and other receivables Contract assets
52,740,524
(9,674,785)
52,514,091
(8,948,723)
Inventories
22,757,931
52,470,588
22,692,676
52,858,309
2,693,308
(1,245,145)
2,784,580
(1,800,766)
Other current assets Other non-current receivables
-
-
Other non-current assets
-
2,400
(3,000,000) -
2,400
Operating liabilities increase (decrease) (35,787,023)
(95,659,378)
(26,695,078)
(96,316,608)
Contract liabilities
(8,058,011)
2,060,643
(7,723,244)
1,725,877
Other current liabilities
(3,163,719)
134,839
(3,104,203)
134,839
Trade and other payables
Cash flows from operating activities Cash paid for corporate income tax
79,131,657
157,363,318
81,020,892
167,685,298
(11,850,572)
(18,017,247)
(11,850,572)
(18,017,247)
Cash received from refund of corporate income tax
40,415,460
Cash paid for long-term employee benefits
(3,206,780)
Net cash flows from operating activities
104,489,765
(10,551,198) 128,794,873
The accompanying notes are an integral part of the financial statements.
- 101 -
Annual Report 2021 | Form 56 -1 One Report
40,415,460 (3,206,780) 106,379,000
(10,551,198) 139,116,853
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Unimit Engineering Public Company Limited and its subsidiaries Cash flow statements (continued) For the year ended 31 December 2021 (Unit: Baht) Consolidated financial statements 2021
2020
Separate financial statements 2021
2020
Cash flows from investing activities: Cash received from sales of property, plant and equipment
-
Cash paid for acquisition of property, plant and equipment
(3,214,114)
Cash paid for acquisition of intangible assets
-
Interest received
1,880,899
160,000 (2,773,853) (371,128)
(1,071,676) -
160,000 (2,133,027) (371,128)
3,491,717
1,880,618
4,710,585
506,736
808,942
2,366,430
(637,196)
(637,196)
(637,196)
(637,196)
(87,604)
(87,604)
(87,604)
(87,604)
Dividend paid
(57,023,010)
(28,524,015)
(57,023,010)
(28,524,015)
Net cash flows used in financing activities
(57,747,810)
(29,248,815)
(57,747,810)
(29,248,815)
Net cash flows from (used in) investing activities
(1,333,215)
Cash flows from financing activities: Payment of principal portion of lease liabilities Cash paid for interest expenses
Translation adjustments
(376,916)
722,600
-
-
45,031,824
100,775,394
49,440,132
112,234,468
Cash and cash equivalents at beginning of year
504,434,716
403,659,321
497,831,687
385,597,219
Cash and cash equivalents at end of year
549,466,540
504,434,715
547,271,819
497,831,687
-
-
-
-
149,430
160,220
149,430
160,220
Net increase in cash and cash equivalents
Supplemental cash flows information: Non-cash transactions: Acquisition of equipment for which cash has not been paid The accompanying notes are an integral part of the financial statements.
- 102 -
Annual Report 2021 | Form 56 -1 One Report
Part 3 Financial Statements Unimit Engineering Public Company Limited and its subsidiaries Notes to consolidated financial statements For the year ended 31 December 2021 1.
General information
1.1
General information of the Company Unimit Engineering Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand. The major shareholders of the Company is Chalermsaphayakorn family. The Company is principally engaged in the design, shop fabrication, field installation and erection of steel products and construction works according to contracts entered into with customers. The registered office of the Company is at 109/92 95, Moo 19, Soi Suksawat 66, Suksawat Road, Tumbon Bangpueng, Amphur Prapradaeng, Samutprakarn, 10130.
1.2
COVID-19 pandemic and political situation in Myanmar The COVID-19 pandemic and the political situation in Myanmar have resulted in an economic slowdown and impacted the Group’s business activities. The Group’s management has monitored ongoing developments and has continuously assessed the financial impact in respect of the valuation of assets, provisions and contingent liabilities, and used estimates and judgement in respect of various matters as the situation has evolved.
2.
Basis of preparation
2.1
The financial statements have been prepared in accordance with Thai Financial Reporting Standards enunciated under the Accounting Professions Act B.E. 2547 and their presentation has been made in compliance with the stipulations of the Notification of the Department of Business Development, issued under the Accounting Act B.E. 2543. The financial statements in Thai language are the official statutory financial statements of the Company. The financial statements in English language have been translated from the Thai language financial statements. The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accounting policies.
- 103 -
Annual Report 2021 | Form 56 -1 One Report
1
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 2.2
Basis of consolidation a)
The consolidated financial statements include the financial statements of the Company and its subsidiaries (“the Group”). The details of subsidiary companies are as follows: Shareholding Company’s name
Unimit (Hong Kong)
Nature of business
Holding company
Country of incorporation
Hong Kong Special
Company Limited (“UHK”)
percentage 2021
2020
(Percent)
(Percent)
100
100
100
100
Administrative Region of the People’s Republic of China
Unimit Engineering
Shop fabrication, field
Republic of the Union of
(Myanmar) Company
installation and erection,
Limited (“UEM”) (100%
work of steel products
the Myanmar
owned by UHK)
b)
The Company is deemed to have control over an investee or subsidiaries if it has rights, or is exposed, to variable returns from its involvement with the investee, and it has the ability to direct the activities that affect the amount of its returns.
c)
Subsidiaries are fully consolidated, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases.
d)
The financial statements of the subsidiaries are prepared using the same significant accounting policies as the Company.
e)
The assets and liabilities in the financial statements of overseas subsidiary companies are translated to Baht using the exchange rate prevailing on the end of reporting period, and revenues and expenses translated using monthly average exchange rates. The resulting differences are shown under the caption of “Exchange differences on translation of financial statements in foreign currency” in the statements of changes in shareholders’ equity.
f)
Material balances and transactions between the Group have been eliminated from the consolidated financial statements.
g)
Non-controlling interests represent the portion of profit or loss and net assets of the subsidiaries that are not held by the Company and are presented separately in the consolidated profit or loss and within equity in the consolidated statement of financial position.
2.3
The separate financial statements present investment in subsidiary under the cost method.
- 104 -
Annual Report 2021 | Form 56 -1 One Report
2
Part 3 Financial Statements 3
New financial reporting standards
3.1
Financial reporting standards that became effective in the current year During the current year, the Group has adopted the revised financial reporting standards and interpretations which are effective for fiscal years beginning on or after 1 January 2021. These financial reporting standards were aimed at alignment with the corresponding International Financial Reporting Standards with most of the changes directed towards clarifying accounting treatment and providing accounting guidance for users of the standards. The adoption of these financial reporting standards does not have any significant impact on the Group’s financial statements.
3.2
Financial reporting standards that will become effective for fiscal years beginning on or after 1 January 2022 The Federation of Accounting Professions issued a number of revised financial reporting standards, which are effective for fiscal years beginning on or after 1 January 2022. These financial reporting standards were aimed at alignment with the corresponding International Financial Reporting Standards with most of the changes directed towards clarifying accounting treatment and, for some standards, providing temporary reliefs or temporary exemptions for users. The management of the Group believes that adoption of these amendments will not have any significant impact on the Group’s financial statements.
4.
Significant accounting policies
4.1
Revenue and expense recognition Revenue from contracts with customers The Group has determined that its contracts with customers generally have one performance obligation. The Group recognises revenue from contracts with customers over time where the stage of completion is measured using an input method, based on comparison of actual contract costs incurred up to the end of the period and total anticipated contract costs at completion. The likelihood of contract variations, claims and liquidated damages, delays in delivery or contractual penalties is taken into account in determining the revenue to be recognised, such that revenue is only recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. When the value and stage of completion of the contract cannot be reasonably measured, revenue is recognised only to the extent of contract costs incurred that are expected to be recovered.
- 105 -
Annual Report 2021 | Form 56 -1 One Report
3
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Sales of goods Revenue from sale of goods is recognised at the point in time when control of the asset is transferred to the customer, generally on delivery of the goods. Revenue is measured at the amount of the consideration received or receivable, excluding value added tax, of goods supplied after deducting returns, discounts, allowances and price promotions to customers. Rendering of services Service revenue is recognised over time when services have been rendered taking into account the stage of completion. Interest income Interest income is calculated using the effective interest method. Finance cost Interest expense from financial liabilities at amortised cost is calculated using the effective interest method and recognised on an accrual basis. 4.2
Cash and cash equivalents Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with an original maturity of three months or less and not subject to withdrawal restrictions.
4.3
Balances of contracts with customers Contract assets A contract asset is the excess of cumulative revenue earned over the billings to date. Allowance for impairment loss is provided for the estimated losses that may be incurred in customer collection. Contract assets are transferred to receivables when the rights become unconditional. Contract liabilities A contract liability is recognised when the billings to date exceed the cumulative revenue earned and the Group has an obligation to transfer goods or services to a customer. Contract liabilities are recognised as revenue when the Group fulfils its performance obligations under the contracts.
- 106 -
Annual Report 2021 | Form 56 -1 One Report
4
Part 3 Financial Statements 4.4
Inventories Finished goods and work in process are valued at the lower of cost (under the first-in, first-out method) and net realisable value. The cost of inventories includes all production costs and attributable factory overheads. Raw materials, spare parts and factory supplies are valued at the lower of cost (under the first-in, first-out method) and net realisable value and are charged to production costs whenever consumed.
4.5
Investment in subsidiary Investment in subsidiary is accounted for in the separate financial statements using the cost method.
4.6
Property, plant and equipment/Depreciation Land is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and allowance for loss on impairment of assets (if any). Depreciation of plant and equipment is calculated by reference to their costs on the straightline basis over the following estimated useful lives: Land development
5 and 20 years
Buildings and complement
20 and 44 years
Machinery and equipment
5 - 20 years
Furniture and office equipment
3 and 5 years
Motor vehicles
5 years
Depreciation is included in determining income. No depreciation is provided on land and assets under installation. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on disposal of an asset is included in profit or loss when the asset is derecognised. 4.7
Intangible assets Intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses (if any). Intangible assets with finite lives are amortised on the straight-line basis over the economic useful life and tested for impairment whenever there is an indication that the intangible assets may be impaired. The amortisation period and the amortisation method of such intangible assets are reviewed at least at each financial year end. The amortisation expense is charged to profit or loss. Intangible asset with finite useful live is computer software of which a useful live is 3 years.
- 107 -
Annual Report 2021 | Form 56 -1 One Report
5
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 4.8
Leases At inception of contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group as a lessee The Group recognises right-of-use assets and lease liabilities based on lease payments for all leases as at the date underlying assets are available for use (the commencement date of the lease), except a lease that has a lease term of no more than 12 months or a lease of low-value assets, for which the Group recognises lease payments as expenses on a straight-line basis over the lease term. Right-of-use assets Right-of-use assets are measured at cost, less accumulated depreciation, any accumulated impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of rightof-use assets includes the amount of lease liabilities initially recognised, initial direct costs incurred, and lease payments made at or before the commencement date of the lease. Depreciation of right-of-use assets is calculated by reference to their costs, on the straight-line basis over the shorter of their estimated useful lives and the lease terms. Land
49 years 2 months
Motor vehicles
5 years
Lease liabilities Lease liabilities are measured at the present value of the lease payments to be made over the lease term, discounted by the interest rate implicit in the lease or the Group’s incremental borrowing rate. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. The carrying amount of lease liabilities is remeasured if there is a lease modification. 4.9
Related party transactions Related parties comprise individuals or enterprises that control, or are controlled by, the Group, whether directly or indirectly, or which are under common control with the Group. They also include associates and individuals or enterprises which directly or indirectly own a voting interest in the Group that gives them significant influence over the Group, key management personnel, directors, and officers with authority in the planning and direction of the Group’s operations.
- 108 -
Annual Report 2021 | Form 56 -1 One Report
6
Part 3 Financial Statements
4.10 Foreign currencies The consolidated and separate financial statements are presented in Baht, which is also the Company’s functional currency. Transactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Baht at the exchange rate ruling at the end of reporting period. Gains and losses on exchange are included in determining income. 4.11 Impairment of non-financial assets At the end of each reporting period, the Group performs impairment reviews in respect of the property, plant and equipment, right-of-use assets and other intangible assets whenever events or changes in circumstances indicate that an asset may be impaired. An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the asset’s fair value less costs to sell and its value in use, is less than the carrying amount. In determining value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by a valuation model that, based on information available, reflects the amount that the Group could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal. An impairment loss is recognised in profit or loss. 4.12 Employee benefits Short-term employee benefits Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred. Post-employment benefits Defined contribution plans The Group and its employees have jointly established a provident fund. The fund is monthly contributed by employees and by the Group. The fund’s assets are held in a separate trust fund and the Group’s contributions are recognised as expenses when incurred.
- 109 -
Annual Report 2021 | Form 56 -1 One Report
7
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Defined benefit plans The Group has obligations in respect of the severance payments they must make to employees upon retirement under labor law. The Group treats these severance payment obligations as a defined benefit plan. The obligation under the defined benefit plan is determined by a professionally qualified independent actuary based on actuarial techniques, using the projected unit credit method. Actuarial gains and losses arising from defined benefit plans are recognised immediately in other comprehensive income. Past service costs are recognised in profit or loss on the earlier of the date of the plan amendment or curtailment and the date that the Group recognises restructuring-related costs. 4.13 Provisions Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. 4.14 Income tax Income tax expense represents the sum of corporate income tax currently payable and deferred tax. Current tax Current income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable profits determined in accordance with tax legislation. Deferred tax Deferred income tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts at the end of each reporting period, using the tax rates enacted at the end of the reporting period. The Group recognises deferred tax liabilities for all taxable temporary differences while they recognise deferred tax assets for all deductible temporary differences and tax losses carried forward to the extent that it is probable that future taxable profit will be available against which such deductible temporary differences and tax losses carried forward can be utilised. At each reporting date, the Group reviews and reduces the carrying amount of deferred tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
- 110 -
Annual Report 2021 | Form 56 -1 One Report
8
Part 3 Financial Statements 4.15 Financial instruments The Group initially measures financial assets at its fair value plus, in the case of financial assets that are not measured at fair value through profit or loss, transaction costs. However, trade receivables, that do not contain a significant financing component, are measured at the transaction price as disclosed in the accounting policy relating to revenue recognition. Classification and measurement of financial assets Financial assets are classified, at initial recognition, as to be subsequently measured at amortised cost, fair value through other comprehensive income (FVOCI), or fair value through profit or loss (FVTPL). The classification of financial assets at initial recognition is driven by the Group’s business model for managing the financial assets and the contractual cash flows characteristics of the financial assets. Financial assets at amortised cost The Group measures financial assets at amortised cost if the financial asset is held in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. Classification and measurement of financial liabilities Except for derivative liabilities, at initial recognition the Group’s financial liabilities are recognised at fair value net of transaction costs and classified as liabilities to be subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. In determining amortised cost, the Group takes into account any fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance costs in profit or loss. Recognition and derecognition of financial instruments Financial assets are recognised or derecognised on the date on which an asset is delivered to or by the Group. This includes regular way trades. A financial asset is primarily derecognised when the rights to receive cash flows from the asset have expired or have been transferred and either the Group has transferred substantially all the risks and rewards of the asset, or the Group has transferred control of the asset.
- 111 -
Annual Report 2021 | Form 56 -1 One Report
9
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss. Impairment of financial assets The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at FVTPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. ECLs are calculated based on its historical credit loss experience and adjusted for forward-looking factors specific to the debtors and the economic environment. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. 4.16 Derivatives The Group uses derivatives, such as forward currency contracts, to hedge its foreign currency risks. Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. The subsequent changes are recognised in profit or loss. Derivatives are carried as financial assets or financial liabilities depending on the fair value of the derivatives. Derivatives are presented as non-current assets or non-current liabilities if the remaining maturity of the instrument is more than 12 months and it is not due to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities. 4.17 Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between buyer and seller (market participants) at the measurement date. The Group applies a quoted market price in an active market to measure its assets and liabilities that are required to be measured at fair value by relevant financial reporting standards. Except in case of no active market of an identical asset or liability or when a quoted market price is not available, the Group measures fair value using valuation technique that are appropriate in the circumstances and maximises the use of relevant observable inputs related to assets and liabilities that are required to be measured at fair value.
- 112 -
Annual Report 2021 | Form 56 -1 One Report
10
Part 3 Financial Statements All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy into three levels based on categorise of input to be used in fair value measurement as follows: Level 1 -
Use of quoted market prices in an active market for such assets or liabilities
Level 2 -
Use of other observable inputs for such assets or liabilities, whether directly or indirectly
Level 3 - Use of unobservable inputs such as estimates of future cash flows At the end of each reporting period, the Group determines whether transfers have occurred between levels within the fair value hierarchy for assets and liabilities held at the end of the reporting period that are measured at fair value on a recurring basis. 5.
Significant accounting judgements and estimates The preparation of financial statements in conformity with financial reporting standards at times requires management to make subjective judgements and estimates regarding matters that are inherently uncertain. These judgements and estimates affect reported amounts and disclosures, and actual results could differ from these estimates. Significant judgements and estimates are as follows: Revenue from contracts with customers The Group recognises revenue from contracts with customers over time. To reflect the satisfaction of the performance obligations, the management determines the stage of completion using an input method, based on comparison of actual contract costs incurred up to the end of the period and total anticipated contract costs at completion of the construction. The Group estimates the costs of projects based on details of the contract work, taking into account the volume and value of materials to be used in the projects, including labour costs and other miscellaneous costs to be incurred to completion of the service, and considering the direction of movements in these costs. These estimates are reviewed regularly or whenever actual costs differ significantly from the original estimates. In addition, significant judgement is required in determining the contract costs incurred for work performed to date, estimated total contract revenue, as well as assessing potential deductions from revenue due to delays in delivery or contractual penalties. In making these judgements, management relies on past experience, historical information and information from the project engineers or the work of specialists (if any).
- 113 -
Annual Report 2021 | Form 56 -1 One Report
11
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Provision for losses on project Management has used judgement to estimate the losses expected to be incurred from each project, based on the estimates of anticipated costs, taking into account the progress of the project and actual costs incurred to date, together with fluctuations in costs of materials and labour costs, and current circumstances. Allowance of diminution in value of inventory In determining allowance for diminution in the value of inventory, the management exercises judgment in estimating the net realisable value of inventory based on the amount the inventories are expected to realise. These estimates are based on estimates of selling prices, which take into account events occurring after the end of the period and estimates of related costs and expenses. Property plant and equipment/Depreciation In determining depreciation of plant and equipment, the management is required to make estimates of the useful lives and residual values of the plant and equipment and to review estimate useful lives and residual values when there are any changes. In addition, the management is required to review property, plant and equipment for impairment on a periodical basis and record impairment losses when it is determined that their recoverable amount is lower than the carrying amount. This requires judgements regarding forecast of future revenues and expenses relating to the assets subject to the review. Deferred tax assets Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the temporary differences and losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of estimate future taxable profits. Post-employment benefits under defined benefit plans The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate.
- 114 -
Annual Report 2021 | Form 56 -1 One Report
12
Part 3 Financial Statements 6.
Related party transactions During the years, the Group had significant business transactions with related parties. Such transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial terms and bases agreed upon between the Group and those related parties. (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2021
2020
2021
2020
-
-
813
782
Transfer Pricing Policy
Transactions with subsidiary (eliminated from the consolidated financial statements) Interest income
1.25 percent per annum
As at 31 December 2021 and 2020, the balances of the accounts between the Company, subsidiaries and those related companies were as follows: (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2021
2021
2020
2020
Amounts due from subsidiary (eliminated from the consolidated financial statements) Unimit Engineering (Myanmar) Company Limited
-
-
3,000
-
On 15 September 2021, the Company paid the debts on behalf of Unimit Engineering (Myanmar) Co., Ltd. in order to settle all the debts owned by Unimit Engineering (Myanmar) Co., Ltd. to a creditor. However, the Company expects not to call for any repayment of the debts within the forthcoming 12 months. The Company therefore presents the amounts due from subsidiary as non-current assets in the statements of financial position.
- 115 -
Annual Report 2021 | Form 56 -1 One Report
13
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Long-term loan to subsidiary As at 31 December 2021 and 2020, the balances of long-term loan to subsidiary and the movements were as follows: (Unit: Thousand Baht) Separate financial statements Balance as at
Balance as at
31 December
Unrealised gain
31 December
2020
on exchange
2021
long-term loan
59,735
Unimit Engineering (Myanmar) Co., Ltd.
6,759
66,494
As at 31 December 2021, long-term loan to subsidiary is an unsecured loan of which interest is charged at a rate of 1.25 percent per annum and repayable during 2023 to 2025. Directors and management’s benefits During the years ended 31 December 2021 and 2020, the Group had employee benefit expenses payable to its directors and management as below. (Unit: Thousand Baht)
Short-term employee benefits Post-employment benefits Total 7.
Consolidated
Separate
financial statements
financial statements
2021
2020
2021
2020
21,609
22,797
21,609
22,797
220
1,390
220
1,390
21,829
24,187
21,829
24,187
Cash and cash equivalents (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2021 Cash
2020
2021
2020
149
158
137
136
Bank deposits
549,318
504,277
547,135
497,696
Total
549,467
504,435
547,272
497,832
As at 31 December 2021, bank deposits in saving accounts and fixed deposits carried interests between 0.05 and 0.40 percent per annum (2020: between 0.05 and 0.60 percent per annum).
- 116 -
Annual Report 2021 | Form 56 -1 One Report
14
Part 3 Financial Statements 8.
Trade and other receivables (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2021
2020
2021
2020
50,149
42,554
50,067
42,154
19,684
16,699
19,684
16,699
3,214
2,780
3,214
2,780
696
124
696
124
73,743
62,157
73,661
61,757
Trade receivables Aged on the basis of due dates Not yet due Past due Up to 3 months 6 - 12 months Over 12 months Total Less: Allowance for expected (124)
(124)
credit losses Total trade receivables - net
(124)
(124)
73,619
62,033
73,537
61,633
Other receivables
270
483
270
270
Advances to employees
115
782
115
782
Total other receivables
385
1,265
385
1,052
74,004
63,298
73,922
62,685
Other receivables
Total trade and other receivables - net
The normal credit terms are 30 to 60 days. Set out below is the movement in the allowance for expected credit losses of trade receivables. (Unit: Thousand Baht)
Beginning balance
Consolidated
Separate
financial statements
financial statements
2021
2021
124
Reversal during the year Ending balance
2020 -
124
- 117 -
18,004 (17,880) 124
Annual Report 2021 | Form 56 -1 One Report
2020
124 124
18,004 (17,880) 124
15
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 9.
Contract assets/Contract liabilities
9.1
Contract balances (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2021
2020
2021
2020
Contract assets Unbilled receivables
80,350
137,421
79,850
136,694
Retention receivables
26,331
22,001
26,331
22,001
106,681
159,422
106,181
158,695
Total contract assets
Contract liabilities Revenue received in advance Advances received from customers Total contract liabilities
9.2
(931)
(8,702)
(931)
(8,367)
(2,240)
(2,527)
(2,240)
(2,527)
(3,171)
(11,229)
(3,171)
(10,894)
Revenue recognised in relation to contract balances (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2021
2020
2021
2020
8,818
7,151
8,818
7,151
42,399
(5,781)
42,400
(5,781)
Revenue recognised during the year that was included in contract liabilities at the beginning of the year Revenue recognised during the year from changes in variable considerations of performance obligations satisfied in previous years
9.3
Revenue to be recognised for the remaining performance obligations As at 31 December 2021, revenue totaling Baht 146 million is expected to be recognised in the future in respect of performance obligations under contracts with customers that are unsatisfied (or partially unsatisfied) (2020: Baht 299 million) (the Company only: Baht 146 million, 2020: Baht 298 million). The Group expects to satisfy these performance obligations within one year.
- 118 -
Annual Report 2021 | Form 56 -1 One Report
16
Part 3 Financial Statements 9.4
Contract assets - unbilled receivables As at 31 December 2021, the balances of unbilled receivables amounted to approximately Baht 80 million (2020: Baht 137 million) and separate financial statement approximately Baht 80 million (2020: Baht 137 million) are expected to bill with customers within one year.
10.
Inventories (Unit: Thousand Baht) Consolidated financial statements Reduction of cost to net realisable value
Cost 2021 Raw materials Work in process
2020
2021
2020
Inventories - net 2021
2020
89,342
104,487
(2,012)
(2,012)
87,330
102,475
9,711
11,479
(4,212)
(4,212)
5,499
7,267
13,759
15,163
-
-
13,759
15,163
739
5,180
-
-
739
5,180
113,551
136,309
107,327
130,085
Spare parts and factory supplies Goods in transit Total
(6,224)
(6,224)
(Unit: Thousand Baht) Separate financial statements Reduction of cost to net realisable value
Cost 2021 Raw materials Work in process
2020
2021
2020
Inventories - net 2021
2020
88,853
103,919
(2,012)
(2,012)
86,841
101,907
9,894
11,675
(4,212)
(4,212)
5,682
7,463
13,743
15,147
-
-
13,743
15,147
739
5,180
-
-
739
5,180
113,229
135,921
107,005
129,697
Spare parts and factory supplies Goods in transit Total
- 119 -
(6,224)
(6,224)
Annual Report 2021 | Form 56 -1 One Report
17
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 11.
Investment in subsidiary Details of investment in subsidiary as presented in the separate financial statements are as follows: (Unit: Thousand Baht) Paid-up capital
Company’s name
Unimit (Hong Kong) Company Limited
Cost
2021
2020
214,000
214,000
Total
2021
2020
214,000
214,000
214,000
214,000
The paid-up capital and percentage of shareholding are presented in Note 2.2 to the financial statements. No dividend was received from the above subsidiary company during the years ended 31 December 2021 and 2020. 12.
Other non-current receivables (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2021
2021
Amounts due from subsidiary
2020
2020
-
-
3,000
-
Revenue department receivables
18,017
40,415
18,017
40,415
Total
18,017
40,415
21,017
40,415
- 120 -
Annual Report 2021 | Form 56 -1 One Report
18
13.
-
Disposals/write-off
Annual Report 2021 | Form 56 -1 One Report
- 121 -
Translation adjustment
66,195
-
Translation adjustment
31 December 2021
-
3,637
248,352
538
-
17,414
230,400
-
62,558
17,288
-
213,112
337,407
212
(514)
16,890
320,819
(1,056)
18,943
-
302,932
394,149
2,467
11,689 511,467
(547)
832
-
2,116
391,397
(1,854)
(13,983) 497,662
23,716
(1,075)
362
-
370,248
172,244
-
417
-
3,638
-
58,920
Depreciation on disposals/write-off
Depreciation for the year
31 December 2020
Depreciation on disposals/write-off
Depreciation for the year
Effect of TFRS 16 adoption
1 January 2020
Accumulated depreciation
205,486
-
Disposals/write-off
31 December 2021
-
205,486
-
Additions
31 December 2020
Translation adjustment
658
-
Additions
Transfer in (transfer out)
-
338,984
and equipment
and complement
improvements
204,828
Machinery
Buildings
59,220
55
(500)
1,474
58,191
(250)
1,715
-
56,726
61,054
109
(523)
186
61,282
5
-
(256)
1,837
-
59,696
and fixtures
Furniture
42,556
-
-
404
42,152
(188)
832
(597)
42,105
43,227
-
-
-
43,227
-
-
(190)
-
(2,572)
45,989
Vehicles
Consolidated financial statements Land and
Effect of TFRS 16 adoption
1 January 2020
Cost
Property, plant and equipment
-
-
-
-
-
-
-
-
-
5,823
-
-
70
5,753
15,219
(196,618)
-
158
-
186,994
installation
Assets under
753,730
805
19
(1,014)
39,819
714,120
(1,494)
42,416
(597)
673,795
1,221,206
14,265
(1,070)
3,204
1,204,807
(613)
-
(1,521)
2,774
(2,572)
1,206,739
Total
(Unit: Thousand Baht)
Part 3 Financial Statements
139,291
142,928 263,115
267,262
and complement
improvements
56,742
70,578
and equipment
Machinery
2021 (Baht 35 million included in manufacturing cost, and the balance in selling and administrative expenses)
2020 (Baht 37 million included in manufacturing cost, and the balance in selling and administrative expenses)
Depreciation for the year
31 December 2021
31 December 2020
Net book value
Buildings
Land and
1,834
3,091
and fixtures
Furniture
671
1,075
Vehicles
Consolidated financial statements (continued)
5,823
5,753
installation
Assets under
39,819
42,416
467,476
490,687
Total
20
(Unit: Thousand Baht)
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Annual Report 2021 | Form 56 -1 One Report
- 122 -
Annual Report 2021 | Form 56 -1 One Report
- 123 205,486
31 December 2021
31 December 2021
Depreciation on disposals/write-off
Depreciation for the year
31 December 2020
Depreciation on disposals/write-off
Depreciation for the year
Effect of TFRS 16 adoption
1 January 2020
66,196
-
3,638
62,558
-
3,638
-
58,920
-
Disposals/write-off
Accumulated depreciation
-
205,486
-
Additions
31 December 2020
Transfer in (transfer out)
658
-
Additions
Disposals/write-off
-
204,828
240,735
-
13,812
226,923
-
13,811
-
213,112
338,326
-
-
338,326
-
(658)
-
-
338,984
334,516
(514)
15,701
319,329
(1,056)
17,453
-
302,932
369,715
(547)
832
369,430
(1,075)
-
257
-
370,248
and equipment
complement
improvements
Effect of TFRS 16 adoption
1 January 2020
Cost
Machinery
Buildings and
Land and
58,554
(500)
1,310
57,744
(250)
1,472
-
56,522
59,967
(522)
158
60,331
(256)
-
1,787
-
58,800
and fixtures
Furniture
42,557
-
405
42,152
(188)
832
(597)
42,105
43,227
-
-
43,227
(190)
-
-
(2,572)
45,989
Vehicles
Separate financial statements
-
-
-
-
-
-
-
-
5,825
-
70
5,755
-
-
88
-
5,667
installation
Assets under
21
742,558
(1,014)
34,866
708,706
(1,494)
37,206
(597)
673,591
1,022,546
(1,069)
1,060
1,022,555
(1,521)
-
2,133
(2,572)
1,024,516
Total
(Unit: Thousand Baht)
Part 3 Financial Statements
139,290
142,928 97,591
111,403 35,199
50,101
and equipment
complement
improvements
2021 (Baht 31 million included in manufacturing cost, and the balance in selling and administrative expenses)
1,413
2,587
and fixtures
Furniture
2020 (Baht 33 million included in manufacturing cost, and the balance in selling and administrative expenses)
Depreciation for the year
31 December 2021
31 December 2020
Net book value
Machinery
Buildings and
Land and
670
1,075
Vehicles
Separate financial statements (continued)
5,825
5,755
installation
Assets under
34,866
37,206
279,988
313,849
Total
22
(Unit: Thousand Baht)
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Annual Report 2021 | Form 56 -1 One Report
- 124 -
Part 3 Financial Statements As at 31 December 2021, certain items of plant, machinery and equipment had been fully depreciated but were still in use. The gross carrying amount before deducting accumulated depreciation of those assets amounted to approximately Baht 478 million (2020: Baht 329 million) (The Company only: Baht 478 million, 2020: Baht 329 million). 14.
Intangible assets The net book value of intangible assets as at 31 December 2021 and 2020 is presented below. (Unit: Thousand Baht) Consolidated/ Separate financial statements Computer software Cost 1 January 2020
18,823
Additions
372
31 December 2020
19,195
31 December 2021
19,195
Accumulated amortisation 1 January 2020
13,918
Amortisation for the year
1,243
31 December 2020
15,161
Amortisation for the year
1,184
31 December 2021
16,345
Net book value
15.
31 December 2020
4,034
31 December 2021
2,850
Trade and other payables (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2021
2020
2021
2020
Trade payables
30,208
51,584
30,208
51,584
Other payables
1,801
11,054
1,801
1,962
Retention payables
3,822
6,511
3,822
6,511
Accrued expenses
7,990
10,464
7,705
10,179
43,821
79,613
43,536
70,236
Total trade and other payables
- 125 -
Annual Report 2021 | Form 56 -1 One Report
23
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 16.
Lease liabilities The Group has lease contracts for various items of property, plant, and equipment used in its operations. Leases generally have lease terms between 5 - 49 years. a) Right-of-use assets Movements of right-of-use assets for the years ended 31 December 2021 and 2020 are summarised below: (Unit: Thousand Baht) Consolidated financial statements Land 1 January 2020
Motor vehicles
40,178
Depreciation for the year
(940)
Translation adjustment
(119)
31 December 2020
2,398
31 December 2021
(1,363)
-
(119)
1,975
(960)
Translation adjustment
42,576
(423)
39,119
Depreciation for the year
Total
41,094
(423)
(1,383)
4,364
-
4,364
42,523
1,552
44,075 (Unit: Thousand Baht) Separate financial statements Motor vehicles
1 January 2020
2,398
Depreciation for the year
(423)
31 December 2020
1,975
Depreciation for the year
(423)
31 December 2021
1,552
b) Lease liabilities (Unit: Thousand Baht)
Lease payments
Consolidated
Separate
financial statements
financial statements
2021
2021
1,172
Less: Deferred interest expenses Total lease liabilities
(60) 1,112
Less: Portion due within one year Lease liabilities - net of current portion
(677) 435
2020 1,896 (147) 1,749 (637) 1,112
1,172 (60) 1,112 (677) 435
2020 1,896 (147) 1,749 (637) 1,112
A maturity analysis of lease payments is disclosed in Note 29.2 under the liquidity risk.
- 126 -
Annual Report 2021 | Form 56 -1 One Report
24
Part 3 Financial Statements c) Expenses relating to leases that are recognised in profit or loss (Unit: Thousand Baht)
Depreciation expense of right-of-use assets Interest expense on lease liabilities Expense relating to short-term leases Expense relating to leases of low-value assets
Consolidated
Separate
financial statements
financial statements
2021
2020
2021
2020
1,383
1,363
423
423
88
125
88
125
1,155
926
861
861
240
240
240
240
d) Others The Group had total cash outflows for leases for the year ended 31 December 2021 of Baht 2.1 million (2020: Baht 1.9 million) (the Company only: Baht 1.8 million, 2020: Baht 1.8 million), including the cash outflow related to short-term lease and leases of low-value assets. 17.
Provision for long-term employee benefits Provision for long-term employee benefits, which represents compensation payable to employees after they retire, is as follows: (Unit: Thousand Baht) Consolidated/ Separate financial statements 2021
2020
Provision for long-term employee benefits at beginning of year
58,032
58,038
5,633
8,711
788
-
Losses on settlement
1,233
1,834
Gain from curtailment
(2,743)
Included in profit or loss: Current service cost Interest cost
-
Included in other comprehensive income: Actuarial (gain) loss arising from Demographic assumptions changes
146
-
Financial assumptions changes
(2,347)
-
Experience adjustments
(6,096)
-
Benefits paid during the year
(3,207)
(10,551)
Provision for long-term employee benefits at end of year
51,439
58,032
- 127 -
Annual Report 2021 | Form 56 -1 One Report
25
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) The Group expects to pay Baht 3 million of long-term employee benefits during the next year (The Company only: Baht 3 million) (2020: Baht 5 million, The Company only: Baht 5 million). As at 31 December 2021, the weighted average duration of the liabilities for long-term employee benefit was 16 years (The Company only: 16 years) (2020: 18 years, The Company only: 18 years). Significant actuarial assumptions are summarised below. (Unit: Percent per annum) Consolidated/ Separate financial statements 2021
2020
Discount rate
1.75
2.53
Salary increase rate
1.50
3.00
0.00 - 50.00
0.00 - 48.00
Turnover rate
The result of sensitivity analysis for significant assumptions that affect the present value of the long-term employee benefit obligation as at 31 December 2021 and 2020 are summarised below. (Unit: Million Baht) As at 31 December 2021 Consolidated/ Separate financial statements
Discount rate Salary increase rate Turnover rate
Increase 1%
Decrease 1%
(4)
5
5
(4)
(5)
1 (Unit: Million Baht)
As at 31 December 2020 Consolidated/ Separate financial statements
Discount rate Salary increase rate Turnover rate
- 128 -
Increase 1%
Decrease 1%
(6)
7
8
(7)
(6)
1
Annual Report 2021 | Form 56 -1 One Report
26
Part 3 Financial Statements 18.
Statutory reserve Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside a statutory reserve at least 5 percent of its net profit after deducting accumulated deficit brought forward (if any), until the reserve reaches 10 percent of the registered capital. The statutory reserve is not available for dividend distribution. At present, the statutory reserve has fully been set aside.
19.
Revenue from contracts with customers (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2021
2020
2021
2020
Sale of pressure vessels
353,185
645,509
349,172
642,864
Sale of machinery parts
10,122
15,659
10,122
15,659
Sale of chemical tanks
97,516
104,912
97,516
104,912
2,685
27,196
2,685
27,196
463,508
793,276
459,495
790,631
3,121
4,184
3,121
4,184
Revenue recognised over time
460,387
789,092
456,374
786,447
Total revenue from contracts with customers
463,508
793,276
459,495
790,631
Type of goods or service:
Mechanical installation services Total revenue from contracts with customers Timing of revenue recognition: Revenue recognised at a point in time
20.
Cost of sales and services (Unit: Thousand Baht)
Contract costs Idle capacity costs Total
Consolidated
Separate
financial statements
financial statements
2021
2021
2020
2020
339,954
671,685
335,808
662,607
31,835
-
29,308
-
371,789
671,685
365,116
662,607
- 129 -
Annual Report 2021 | Form 56 -1 One Report
27
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 21.
Expenses by nature Significant expenses classified by nature are as follows: (Unit: Thousand Baht)
Salaries, wages and other employee benefits
Consolidated
Separate
financial statements
financial statements
2021
2020
2021
2020
178,588
210,841
175,637
208,667
42,386
44,599
36,473
38,449
108,590
244,446
108,208
242,930
77,723
116,527
77,723
116,527
Depreciation and amortisation Raw materials and consumables used Subcontractor costs
22.
Income tax Income tax expenses for the years ended 31 December 2021 and 2020 are made up as follows: (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2021
2021
2020
2020
Current income tax: Current income tax charge
-
-
-
-
Deferred tax: Relating to origination and reversal of temporary differences Translation adjustment
(258)
6,563
(3)
-
(261)
6,563
(451)
6,563
-
-
Income tax expenses (benefit) reported in profit or loss
(451)
6,563
The amounts of income tax relating to each component of other comprehensive income for the years ended 31 December 2021 and 2020 are as follows: (Unit: Thousand Baht) Consolidated/ Separate financial statements 2021 Deferred tax on actuarial gains
1,659
- 130 -
Annual Report 2021 | Form 56 -1 One Report
2020 -
28
Part 3 Financial Statements The reconciliation between income tax expenses and the product of accounting profit multiplied by the applicable tax rates for the years ended 31 December 2021 and 2020 are as follows: (Unit: Thousand Baht)
Accounting profit before tax
Consolidated
Separate
financial statements
financial statements
2021
2021
2020
2020
13,405
42,438
23,024
59,177
2,681
8,488
4,605
11,835
51
1,403
51
1,403
(1,360)
(357)
(1,360)
(357)
2,114
3,347
-
-
(3,747)
(6,318)
(3,747)
(6,318)
(2,942)
(1,925)
(5,056)
(5,272)
Income tax at Thai corporate income tax rate of 20% Effects of: Non-deductible expenses Additional expenses deductions allowed Unused tax loss Previously unrecognized tax losses that is used to reduce current tax expense Total Income tax expenses (benefit) reported (261)
in profit or loss
6,563
(451)
6,563
The components of deferred tax assets and deferred tax liabilities are as follows: (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2021
2020
2021
2020
Deferred tax assets Allowance for expected credit losses
25
25
25
25
1,245
1,245
1,245
1,245
339
153
339
153
10,288
11,606
10,288
11,606
11,897
13,029
11,897
13,029
Allowance for diminution in value of inventories Provision for losses on contract work Provision for long-term employee benefits Total Deferred tax liabilities Lease liabilities
(88)
(16)
(88)
(16)
Forward exchange contracts
(47)
(43)
(47)
(43)
Total Deferred tax assets - net
-
(193)
Effect of the change in useful lives
(328) 11,569
- 131 -
(59) 12,970
Annual Report 2021 | Form 56 -1 One Report
(135) 11,762
(59) 12,970
29
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Deferred tax assets (liabilities) presented in statement of financial position are as follows: (Unit: Thousand Baht)
Deferred tax asset
Consolidated
Separate
financial statements
financial statements
2021
2021
2020
11,762
Deferred tax liabilities
12,970
11,762
12,970
-
-
-
12,970
11,762
12,970
(193)
Total
11,569
2020
As at 31 December 2021, the Group had unused tax losses totaling Baht 127 million (2020: Baht 133 million) (The Company only: Baht 83 million, 2020: Baht 102 million), on which deferred tax assets have not been recognised as the Group believes future taxable profits may not be sufficient to allow utilisation of the temporary differences and unused tax losses. The unused tax losses will expire by 2024. 23.
Earnings per share Basic earnings per share is calculated by dividing profit for the year attributable to equity holders of the Company (excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the year. The following table sets forth the computation of basic earnings per share:
Profit for the year (Thousand Baht)
Consolidated
Separate
financial statements
financial statements
2021
2020
2021
2020
13,666
35,875
23,476
52,614
570,511
570,511
570,511
570,511
0.02
0.06
0.04
0.09
Weighted average number of ordinary shares (Thousand shares) Earnings per share (Baht)
- 132 -
Annual Report 2021 | Form 56 -1 One Report
30
Part 3 Financial Statements 24.
Segment information Operating segment information is reported in a manner consistent with the internal reports that are regularly reviewed by the chief operating decision maker in order to make decisions about the allocation of resources to the segment and assess its performance. The Group is principally engaged in the steel products. Segment performance is measured based on operating profit or loss, on a basis consistent with that used to measure operating profit or loss in the financial statements. As a result, all of the revenues, operating profits and assets as reflected in these financial statements pertain exclusively to the aforementioned reportable operating segment. Geographic segment information for the years ended 31 December 2021 and 2020 are as follows: (Unit: Thousand Baht) Domestic
Export
contracts revenue
contracts revenue
2021
2020
2021
2020
428,722
740,306
34,786
90,437
118,255
1,281
Total 2021
2020
52,970
463,508
793,276
3,336
91,718
121,591
Revenue from contracts with customers Gross profit
Major customers For the year 2021, the Group has revenues from two major customers in amount of Baht 148.3 million (2020: Baht 337.9 million derived from one major customers). 25.
Provident fund The Company and its employees have jointly established a provident fund in accordance with the Provident Fund Act B.E. 2530. Both employees and the Company contribute to the fund monthly at the rates of 3 - 5 percent of basic salary. The fund, which is managed by TISCO Asset Management Company Limited, will be paid to employees upon termination in accordance with the fund rules. The contributions for the year 2021 amounting to approximately Baht 3.8 million (2020: Baht 5.7 million) were recognised as expenses.
- 133 -
Annual Report 2021 | Form 56 -1 One Report
31
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 26.
Dividends Dividend Dividends
Approved by
Total dividends (Million Baht)
Interim dividends for 2020
Total for 2020
0.05
28.5
0.05
22.8
0.04
34.2
0.06
57.0
0.10
Board of Directors’ meeting on 6 August 2021
Total for 2021
27.
28.5
Annual General Meeting of the shareholders on 28 April 2021
Interim dividends for 2021
(Baht)
Board of Directors’ meeting on 11 August 2020
Final dividends for 2020
per share
Bank guarantees As at 31 December 2021, there were outstanding bank guarantees of approximately Baht 140 million (2020: Baht 295 million) issued by the banks on behalf of the Company in respect of certain performance bonds as required in the normal course of business.
28.
Fair value of financial instruments As at 31 December 2021 and 2020, the assets and liabilities of the Group that were measured at fair value are derivatives. The level in determining the fair value of such assets and liabilities is level 2. The fair value of such assets and liabilities are presented below. (Unit: Thousand Baht) Consolidated/ Separate financial statements 2021 Financial assets measured at fair value
2020
233
-
Forward exchange contracts Financial liabilities measured at fair value Forward exchange contracts
-
- 134 -
Annual Report 2021 | Form 56 -1 One Report
(84)
32
Part 3 Financial Statements 29.
Financial instruments
29.1 Derivatives (Unit: Thousand Baht) Consolidated /Separate financial statements 2021
2020
Derivative assets (liabilities) Derivative assets (liabilities) not designated as hedging instruments Foreign exchange forward contracts Total derivative assets (liabilities)
233
(84)
233
(84)
The Group uses foreign exchange forward contracts to manage some of its transaction exposures. The foreign exchange forward contracts are entered into for periods consistent with foreign currency exposure of the underlying transactions, generally within one year. 29.2 Financial risk management objectives and policies The Group’s financial instruments principally comprise cash and cash equivalents, trade receivables, loans to subsidiary and investments. The financial risks associated with these financial instruments and how they are managed is described below. Credit risk The Group is exposed to credit risk primarily with respect to trade receivables, contract assets, loans and cash at banks. Except for derivatives, the maximum exposure to credit risk is limited to the carrying amounts as stated in the statement of financial position. The Group’s maximum exposure relating to derivatives is noted in the liquidity risk topic. Trade receivables and contract assets The Group manages the risk by adopting appropriate credit control policies and procedures, and monitoring outstanding trade receivables and contract assets regularly. The Group therefore does not expect to incur material financial losses. In addition, the Group does not have concentrations of credit risk since it has a large customer base. An impairment analysis is performed at each reporting date to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar credit risks. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.
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33
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Cash at banks The Group manages the credit risk from balances with banks by making investments only with approved counterparties. The credit risk on debt instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. Market risk There are two types of market risk comprising foreign currency risk and interest rate risk. The details are as follows: Foreign currency risk The Group’s exposure to the foreign currency risk relates primarily to its trading transactions that are denominated in foreign currencies. The Group seeks to reduce this risk by entering into foreign exchange forward contracts when it considers appropriate. Generally, the forward contracts mature within one year. As at 31 December 2021 and 2020, the balances of financial assets and liabilities denominated in foreign currencies are summarised below. Financial assets Consolidated
Separate
financial statements
financial statements
Average exchange rate
2021
2020
2021
2020
2021
(Million)
(Million)
(Million)
(Million)
US Dollar
0.1
0.2
2.1
2.2
33.42
30.04
Euro
0.1
0.2
0.1
0.2
37.89
36.88
Foreign currency
2020
(Baht per 1 foreign currency unit)
The Group manages its exposure to foreign currency risk by using derivatives when considered appropriate. The outstanding derivatives for managing the exposure to foreign currency risk are as follows: As at 31 December 2021 Consolidated/ Separate financial statements Contractual exchange rate Foreign currency
US Dollar
Sold amount
of sold amount
(Million)
(Baht per 1 foreign currency unit)
0.5
32.8000
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Annual Report 2021 | Form 56 -1 One Report
34
Part 3 Financial Statements As at 31 December 2020 Consolidated/ Separate financial statements Contractual exchange rate Foreign currency
Sold amount
of sold amount
(Million)
(Baht per 1 foreign currency unit)
0.1
36.3450 - 36.3700
Euro
The Group expects that there is no effect to be significantly impact on the Group’s profit before tax arising from the change in the fair value of monetary assets and liabilities due to the possible change in exchange rates of assets and liabilities that are denominated in foreign currencies. Interest rate risk The Group’ s exposure to interest rate risk relates primarily to its long-term loan to subsidiary. Most of the Group’ s financial assets and liabilities bear fixed interest rates which are close to the market rate, the Group does not use derivatives to manage its interest rate risk. As at 31 December 2021 and 2020, significant financial assets and liabilities classified by type of interest rate are summarised in the table below, with those financial assets and liabilities that carry fixed interest rates further classified based on the maturity date, or the repricing date if this occurs before the maturity date. (Unit: Million Baht) Consolidated financial statements As at 31 December 2021 Fixed interest rates Within
1-5
Floating
Non-interest
1 year
years
interest rate
bearing
Effective Total
interest rate (% per annum)
Financial assets Cash and cash equivalents
-
-
549.3
0.2
549.5
0.05 - 0.40
Trade and other receivables
-
-
-
74.0
74.0
-
-
-
549.3
74.2
623.5
Trade and other payables
-
-
-
43.8
43.8
-
Lease liabilities
0.7
0.4
-
-
1.1
0.50
0.7
0.4
-
43.8
44.9
Financial liabilities
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35
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) (Unit: Million Baht) Consolidated financial statements As at 31 December 2020 Fixed interest rates Within
1-5
Floating
Non-interest
1 year
years
interest rate
bearing
Effective Total
interest rate (% per annum)
Financial assets Cash and cash equivalents
-
-
504.2
0.2
504.4
0.05 - 0.60
Trade and other receivables
-
-
-
63.3
63.3
-
-
-
504.2
63.5
567.7
Trade and other payables
-
-
-
79.6
79.6
-
Lease liabilities
0.6
1.1
-
-
1.7
0.50
0.6
1.1
-
79.6
81.3
Financial liabilities
(Unit: Million Baht) Separate financial statements As at 31 December 2021 Fixed interest rates Within
1-5
Floating
Non-interest
1 year
years
interest rate
bearing
Effective Total
interest rate (% per annum)
Financial assets Cash and cash equivalents
-
-
547.2
0.1
547.3
0.05 - 0.40
Trade and other receivables
-
-
-
73.9
73.9
-
Amounts due from subsidiary
-
-
-
3.0
3.0
-
Long-term loan to subsidiary
-
66.5
-
-
66.5
1.25
-
66.5
547.2
77.0
690.7
Trade and other payables
-
-
-
43.5
43.5
-
Lease liabilities
0.7
0.4
-
-
1.1
0.50
0.7
0.4
-
43.5
44.6
Financial liabilities
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36
Part 3 Financial Statements (Unit: Million Baht) Separate financial statements As at 31 December 2020 Fixed interest rates Within
1-5
Floating
Non-interest
1 year
years
interest rate
bearing
Effective Total
interest rate (% per annum)
Financial assets Cash and cash equivalents
-
-
497.7
0.1
497.8
0.05 - 0.60
Trade and other receivables
-
-
-
62.7
62.7
-
Long-term loan to subsidiary
-
59.7
-
-
59.7
1.25
-
59.7
497.7
62.8
620.2
Trade and other payables
-
-
-
70.2
70.2
-
Lease liabilities
0.6
1.1
-
-
1.7
0.50
0.6
1.1
-
70.2
71.9
Financial liabilities
Liquidity risk The Group controls the risk of liquidity through the management of sufficient cash and cash equivalents. In addition, the Group considers that it has no exposure to liquidity risk because its short-term financial assets significantly exceed its financial liabilities maturing within 12 months. The table below summarises the maturity profile of the Group’s non-derivative financial liabilities and derivative financial instruments as at 31 December 2021 and 2020 based on contractual undiscounted cash flows. (Unit: Million Baht) Consolidated financial statements As at 31 December 2021 Less than
1 to 5
1 year
years
Total
Non-derivatives Trade and other payables Lease liabilities Total non-derivatives
43.8
-
43.8
0.7
0.5
1.2
44.5
0.5
45.0
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Annual Report 2021 | Form 56 -1 One Report
37
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) (Unit: Million Baht) Consolidated financial statements As at 31 December 2020 Less than
1 to 5
1 year
years
Total
Non-derivatives Trade and other payables
79.6
79.6
0.7
1.2
1.9
80.3
1.2
81.5
Lease liabilities Total non-derivatives
-
(Unit: Million Baht) Separate financial statements As at 31 December 2021 Less than
1 to 5
1 year
years
Total
Non-derivatives Trade and other payables Lease liabilities Total non-derivatives
43.5
-
43.5
0.7
0.5
1.2
44.2
0.5
44.7
(Unit: Million Baht) Separate financial statements As at 31 December 2020 Less than
1 to 5
1 year
years
Total
Non-derivatives Trade and other payables Lease liabilities Total non-derivatives
70.2
-
70.2
0.7
1.2
1.9
70.9
1.2
72.1
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Annual Report 2021 | Form 56 -1 One Report
38
Part 2 Corporate Governance 29.3 Fair values of financial instruments Since the majority of the Group’s financial instruments are short-term in nature or carrying interest at rates close to the market interest rates, their fair value is not expected to be materially different from the amounts presented in the statement of financial position. The methods and assumptions used by the Group in estimating the fair value of financial instruments are as follows: a) For financial assets and liabilities which have short-term maturities, including cash and cash equivalents, accounts receivable, accounts payable and short-term loans from financial institutions, the carrying amounts in the statement of financial position approximate their fair value. b) The fair value of derivatives has been determined using a discounted future cash flow model and a valuation model technique. Most of the inputs used for the valuation are observable in the relevant market, such as spot rates of foreign currencies and yield curves of the respective currencies. The Group considers counterparty credit risk when determining the fair value of derivatives. During the current year, there were no transfers within the fair value hierarchy. 30.
Capital management The primary objective of the capital management of the Group is to ensure that it has appropriate capital structure in order to support its business and maximise shareholder value. As at 31 December 2021, the Group's debt-to-equity ratio was 0.08:1 (2020: 0.12:1) and the Company's debt-to equity ratio was 0.08:1 (2020: 0.11:1).
31.
Events after the reporting period On 23 February 2022, the Company’s Board of Directors’ meeting passed the resolution to propose the Annual General Meeting of shareholders approve a dividend payment for the year 2021 of Baht 0.09 per share, or a total of Baht 51.3 million. Since an interim dividend of Baht 0.06 per share, or a total of Baht 34.2 million, was already distributed to the shareholders in September 2021, the remaining final dividend is Baht 17.1 million (Baht 0.03 per share).
32.
Reclassification The Group has reclassified certain amounts in the statement of financial position as at 31 December 2020 to conform to the current period’s classifications. The reclassifications had no effect to previously reported net profit or shareholders’ equity.
33.
Approval of financial statements These financial statements were authorised for issue by the Company’s Board of Directors on 23 February 2022.
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Annual Report 2021 | Form 56 -1 One Report
39
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Attachment 1 Details about Directors, Executives, and Persons with Controlling Authority: Person with the highest responsibilities in Accounting and Finance; Person with direct responsibility for supervising Accounting; Company Secretary; and, in the case of a foreign company, the liaison agent.
Board of Directors as of 31 December 2021
Mr. Phaibul Chalermsaphayakorn
Chairman of the Board of Directors
Mr. Paisan Sirichantaradilok
Director
(Retirement Effective 1 April 2022)
Mr. Pongsak Angsupun
Independent Director
Mr. Thailuck Leetavorn
Director
Mr. Pongchalerm Mr. Pongsak Utaisincharoen Mr. Keerin Chutumstid Chalermsaphayakorn
Director
Mr. Suchart Thammapitagkul
Independent Director
Director
Mr. Natthaphon Lilawathananun
Independent Director
Highest responsible person in Accounting and Finance
Ms. Vilai Siripoonkiatikul
Accounting and Finance Director
Company Secretary
Ms. Suphap Kaewwongmuang
Company Secretary - 142 -
Annual Report 2021 | Form 56 -1 One Report
Director
Mr. Vinai Laohaprasit
Independent Director
Attachment
Mr. Phaibul Chalermsaphayakorn
Chairman of the Board of Directors (Authorized Signatory Director) First Appointment Date: 7 April 2005 Age: 86 years Number of years of Directorship: 16 years Number and percentage of shares in the Company: 17,996,900 (3.15%). Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: Mr. Pongchalerm Chalermsaphayakorn (son) Education History
• Master’s Degree MBA University of Leicester, U.K.. • Bachelor’s Degree B.Com.(Hons) Business Administration, University of Delhi, India
Training History
• Director Certificate Program, Class 64, Year 2005
Work History
Unimit Engineering Plc. 2005 – Present
Chairman of the Board of Directors / Executive Director
Other Listed Companies None
Other Companies
2004 – Present
Panwa Beach Property Co., Ltd. / Chairman of the Board of Directors / Executive Director
Conflict of Interest None
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Mr. Paisan Sirichantaradilok (Retirement Effective 1 April 2022)
Director / Chief Executive Officer (Authorized Signatory Director) First Appointment Date: 7 April 2006 Age: 66 years Number of years of Directorship: 15 years Number and percentage of shares in the Company: 3,411,160 shares (0.60%) Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: None Education History
• Production Engineering, King Mongkut’s University of Technology Thonburi (KMUTT)
Training History
• Directors Accreditation Program, Class 56, 2 August 2006
Work History
Unimit Engineering Plc.
Jun 2019 – 1 Apr. 2022 2017 – Jun 2019 2009 – 2017 2006 – 2009
Director / Chief Executive Officer Director Director / Co-Chief Executive Officer Director / Executive Director / Deputy Chief Executive Officer
Other Listed Companies None
Other Companies None
Conflict of Interest None
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Annual Report 2021 | Form 56 -1 One Report
Attachment
Mr. Thailuck Leetavorn
Director (Authorized Signatory Director) First Appointment Date: 7 April 2005 Age: 74 years Number of years of Directorship: 16 years Number and percentage of shares in the Company: 4,831,504 shares (0.85%) Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: None Education History
• Master of Ma (Economics), Sul Ross State University, USA • Bachelor of Commerce (Statistics), Chulalongkorn University
Training History
• Director Accreditation Program, Class 37, 20 May 2005 • Director Certificate Program, Class 64 / 2005, November 2005 • Capital Market Science Course CAPITAL MARKET ACADEMY (CMA) Class 4 /2005 • TLCA Executive Development Program (EDP) Class 1 • Advised Audit Committee Program (AACP) Class 29/2018
Work History
Unimit Engineering Plc. 2009 – Present 2006 – 2009
Other Listed Companies 2012 – Present
2017 – Present
Director Director / Chairman of the Executive Committee / Chief Executive Officer Porn Prom Metal Public Company Limited. / Independent Director and Chairman of Audit Committee Eastern Commercial Leasing Public Company Limited / Independent Director and Chairman of Audit Committee
Other Companies None
Conflict of Interest None
- 145 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Mr. Pongchalerm Chalermsaphayakorn
Director First Appointment Date: 7 April 2005 Age: 47 years Number of years of Directorship: 16 years Number and percentage of shares in the Company: 28,650,500 shares (5.02%) Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: Son of Mr. Phaibul Chalermsaphayakorn Education History
• Master of Business Administration in Finance and Marketing, Sasin Graduate Institute of Business Administration, Chulalongkorn University • Master of Political Science, Ramkhamhaeng University • BS. Entrepreneurs Studies/ Finance Babson College, USA.
Training History
• Directors Accreditation Program, Class 37, 20 May 2005 • TLCA Executive Development Program (EPD) Class 10, 30 November 2012
Work History
Unimit Engineering Plc. 2005 - Present
Director
Other Listed Companies None
Other Companies
2002 – Present 2008 – Present 2005 – Present
Bangkok Beer & Beverages Co., Ltd. / Managing Director PBP Properties Co., Ltd. / Executive Director Panwa Beach Property Co., Ltd. / Executive Director
Conflict of Interest None
- 146 -
Annual Report 2021 | Form 56 -1 One Report
Attachment
Mr. Pongsak Utaisincharoen
Director First Appointment Date: 7 April 2005 Age: 60 years Number of years of Directorship: 16 years Number and percentage of shares in the Company: 20 shares (0.0000%) Number of shares owned by spouses and minor children: 800 shares (0.0002%) Family Relationship Between Directors and Executives: None Education History
• Biochemistry (Ph.D.) - CSU Graduate School - Colorado State University, USA • Bachelor of Science, Mahidol University
Training History
• Directors Accreditation Program, Class 37, 20 May 2005
Work History
Unimit Engineering Plc. 2005 – Present
Director
Other Listed Companies None
Other Companies
2015 – Present 2002 – 2015
Professor, Faculty of Science, Mahidol University Associate Professor, Department of Microbiology, Mahidol University
Conflict of Interest None
- 147 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Mr. Keerin Chutumstid
Director First Appointment Date: 9 May 2019 Age: 58 years Number of years of Directorship: 2 years Number and percentage of shares in the Company: None Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: None Education History
• Master of Business Administration, Thammasat University
Training History
• Directors Certification Program (DCP) Class 104 • TLCA Executive Development Program (EDP) Class 7
Work History
Unimit Engineering Plc. 2019 – Present
Other Listed Companies 2005 – Present
Other Companies
2016 – Present
Director Kiattana Transport Public Company Limited / Director Magnolia Quality Development Corporation Limited / Managing Director
Conflict of Interest None
- 148 -
Annual Report 2021 | Form 56 -1 One Report
Attachment
Mr. Pongsak Angsupun
Independent Director / Chairman of the Audit Committee / Member of the Nomination and Remuneration Committee First Appointment Date: 7 April 2005 Age: 84 years Number of years of Directorship: 16 years Number and percentage of shares in the Company: None Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: None Education History
• Master of Economics, University of Canterbury New Zealand • Bachelor of Economics, Thammasat University
Training History
• Director Accreditation Program Class 10, 22 March 2004
Work History
Unimit Engineering Plc. 2005 - Present
Other Listed Companies 2006 – Present 2001 – Present 2000 – Present
Independent Director / Chairman of the Audit Committee / Member of the Nomination and Remuneration Committee T.C.J. Asia Public Company Limited / Independent Director and Chairman of the Audit Committee Rojana Industrial Park Public Co., Ltd. / Independent Director and Chairman of the Board of Directors Siam Steel Service Center Public Company Limited / Independent Director and Chairman of the Audit Committee
Other Companies None
Conflict of Interest None
- 149 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Mr. Suchart Thammapitagkul
IIndependent Director / Member of Audit Committee / Chairman of the Nomination and Remuneration Committee First Appointment Date: 7 April 2005 Age: 74 years Number of years of Directorship: 16 years Number and percentage of shares in the Company: None Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: None Education History
• Master’s Degree LL.M. (Laws) Harvard University, USA.. • Thai Bar Association • Bachelor of Law, Chulalongkorn University
Training History
• Director Accreditation Program, Class 27, 2 November 2004 • DCP Course, Class 60
Work History
Unimit Engineering Plc. 2005 – Present
Independent Director /Audit Committee / Chairman of the Nomination and Remuneration Committee
Other Listed Companies 2012 – Present
Modern Form Group Public Company Limited / Independent Director and Chairman of the Audit Committee 2012 – Present MFEC Public Company Limited / Independent Director and Chairman of the Audit Committee
Other Companies None
Conflict of Interest None
- 150 -
Annual Report 2021 | Form 56 -1 One Report
Attachment
Mr. Natthaphon Lilawathananun
Independent Director / Member of Audit Committee / Member of the Nomination and Remuneration Committee First Appointment Date: 7 April 2005 Age: 64 years Number of years of Directorship: 16 years Number and percentage of shares in the Company: None Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: None Education History
• Master of Business Administration, Chulalongkorn University • Master of Economic Development, National Institute of Development Administration • Bachelor Degree, Kasetsart University
Training History
• DAP Course, Class 10, 22 March 2004 • DCP Course, Class 3, 15 November 2004
Work History
Unimit Engineering Plc. 2005 - Present
Other Listed Companies 2008 – Present
Other Companies
2018 – Present 2018 – Present 2013 – Present 1997 – Present
Independent Director /Audit Committee / Member of the Nomination and Remuneration Committee QTC Energy Plc. / Independent Director and Chairman of the Audit Committee Managing Director - Job Myway Recruitment Company Limited Managing Director - Excellent Digital Development Company Limited Managing Director - NBS Research and Consulting Company Limited Managing Director - Excellent Business Management Co., Ltd.
Conflict of Interest None
- 151 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Mr. Vinai Laohaprasit
Independent Director / Member of Audit Committee / Member of the Nomination and Remuneration Committee / Chairman of Risk Management and Corporate Governance First Appointment Date: 20 April 2010 Age: 76 years Number of years of Directorship: 11 years Number and percentage of shares in the Company: 1,114,500 shares (0.20%) Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: None Education History
• Master of International Trade, Northern Illinois University , DeKalb, USA • Bachelor of Economics in Banking Finance (English Program) Thammasat University
Training History
• DAP144/2018 15 January 2018
Work History
Unimit Engineering Plc. 2010 – Present
Independent Director / Audit Committee / Member of the Nomination and Remuneration Committee
Other Listed Companies None
Other Companies
1998 – Present
JVS Financial Advisory Co., Ltd. (JVS FA) / Chairman of the Board of Directors and Managing Director
Conflict of Interest None
- 152 -
Annual Report 2021 | Form 56 -1 One Report
Attachment
Executive Board as of December 31, 2021
Mr. Paisan Sirichantaradilok
Chief Executive Officer (Retirement Effective 1 April 2022)
Ms. Vilai Siripoonkiatikul
Mr. Bundit Lertprasertsuk
Mr. Suphonchai Vorasaeng
Mr. Nikorn Khoonkaew
Mr. Chairat Kaewha
Mr. Apichai Nituskusol
Accounting and Finance Vice president
Assistant Vice president, Human Resources and Administration HR & GA
Sales & Marketing Vice president
Assistant Vice president, Factory
- 153 -
Annual Report 2021 | Form 56 -1 One Report
Quality Assurance Vice president
Assistant Vice president, Factory
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Mr. Paisan Sirichantaradilok (Retirement Effective 1 April 2022) Chief Executive Officer Age: 66 years
Number and percentage of shares in the Company: 3,411,160 shares (0.60%) Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: None Education History
• Production Engineering, King Mongkut’s University of Technology Thonburi (KMUTT).
Training History
• Directors Accreditation Program, Class 56, 2 August 2006
Work History
Unimit Engineering Plc.
Jun 2019 – Present Director / Chief Executive Officer 2017 – Jun 2019 Director 2009 – 2017 Director / Joint Chief Executive Officer 2006 – 2009 Director / Executive Director / Deputy Chief Executive Officer
Other Listed Companies None
Other Companies None
Conflict of Interest None
- 154 -
Annual Report 2021 | Form 56 -1 One Report
Attachment
Mr. Bundit Lertprasertsuk
Sales and Marketing Director Age: 65 years Number and percentage of shares in the Company: 280,000 shares (0.05%) Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: None Education History
• Master of Business Administration Fort Hays State University, USA • Bachelor’s degree of Engineering (Industrial Engineering), King Mongkut’s University of Technology Thonburi (KMUTT)
Training History
• Anti-Corruption for Sustainable Organization 30 November 2017
Work History
2006 – Present 2005 – 2006 2004 – 2005 2003 – 2004 2000 – 2003
Sales & Marketing Director - Unimit Engineering Plc. Assistant Marketing Director - Unimit Engineering Plc. Marketing Manager - Unimit Engineering Plc. Manager Lert Palang Ltd., Part. Marketing Manager Foster Wheeler Service (Thailand) Co., Ltd)
Mr. Suphonchai Vorasaeng
Quality Assurance Director Age: 58 years Number and percentage of shares in the Company: 200,000 shares (0.04%) Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: None Education History
• Bachelor’s degree of Engineering (Industrial Engineering), King Mongkut’s University of Technology Thonburi (KMUTT)
Training History
• Anti-Corruption for Sustainable Organization 30 November 2017
Work History
1 Feb. 2015 – Present Quality Assurance Director - Unimit Engineering Plc. 2005 – 31 Jan. 2015 Assistant Director of Quality Assurance - Unimit Engineering Plc. 1994 – 2005 Quality Assurance Manager - Unimit Engineering Plc. 1990 – 1994 Quality Assurance Engineer - Unimit Engineering Plc.
- 155 -
Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Mr. Nikorn Khoonkaew
Assistant Director, Human Resources and Administration Age: 48 years Number and percentage of shares in the Company: None Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: None Education History
• Bachelor’s degree in Engineering, Suranaree University of Technology, Nakhon Ratchasima
Training History
• Anti-Corruption for Sustainable Organization 30 November 2017
Work History
2014 – Present 2007 – 2014
Assistant Director, Human Resources and Administration - Unimit Engineering Plc. Engineering Department Manager, Shin-ae Hi-Tech Co., Ltd.
Mr. Apichai Nituskusol
Assistant Director, Factory Age: 60 years Number and percentage of shares in the Company: None Number of shares owned by spouses and minor children: Spouse 805,320 shares (0.14%) Family Relationship Between Directors and Executives: None Education History
• Diploma in Heavy Machinery Rajamangala University of Technology Isan
Training History
• Anti-Corruption for Sustainable Organization 30 November 2017
Work History
2018 – Present
Assistant Director, Factory - Unimit Engineering Plc.
- 156 -
Annual Report 2021 | Form 56 -1 One Report
Attachment
Mr. Chairat Kaewha
Assistant Director, Factory Age: 51 years Number and percentage of shares in the Company: 80,000 shares (0.01%) Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: None Education History
• Bachelor’s degree in Industrial Engineering King Mongkut’s Institute of Technology Thonburi
Training History
• Anti-Corruption for Sustainable Organization 30 November 2017
Work History
2019 – Present
Assistant Director, Factory - Unimit Engineering Plc.
Ms. Vilai Siripoonkiatikul
Accounting and Finance Director Age: 69 years Number and percentage of shares in the Company: 6,486,880 shares (1.14%) Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: None Education History • Master of Business Administration, Sripatum University • Bachelor’s degree in Accounting, Thammasat University • Certified Tax Auditor Class 3
Training History
• Directors Accreditation Program, Class 37, Date 20 May 2005 • Director Certificate Program (DCP) Class 94/2007 4 Sept. - 27 Nov 2007 • Anti-Corruption for Sustainable Organization 30 November 2017 • How finance leaders are adapting within the new normal • Management and care of employees during the COVID-19 pandemic • ESG Integration in Sustainable Investing • The modern CFO : Driving Digital Transformation of the Finance and Accounting
Work History
Mar. 2021 – Present 2005 – 2019 1999 – 2005 1984 – 2005
Accounting and Finance Director - Unimit Engineering Plc. Director / Accounting and Finance Director - Unimit Engineering Plc Director - Unimit Engineering Plc. Accounting & Finance Manager - Unimit Engineering Plc.
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Ms. Suphap Kaewwongmuang Company Secretary Age: 43 years
Number and percentage of shares in the Company: None Number of shares owned by spouses and minor children: None Family Relationship Between Directors and Executives: None Education History
• Bachelor’s degree, Valaya Alongkorn Rajabhat University Bachelor of Business Administration (B.A.) Program in General Management
Training History
• Fundamental Practice for Corporate Secretary (FPCS 20 ) from Thai Listed Companies Association • Anti-Corruption for Corporate Sustainability 13 November 2017 • Sustainability Courses S01-03, S04,S06 • Smart FSCOMP system Training • How is the nomination processed according to CG principles? • Guidelines for holding Shareholder Meetings via electronic media (e-AGM)
Work History
2011 – Present 2008 – 2011 2007 – 2008
Company Secretary - Unimit Engineering Plc. BOI Supervisor - Unimit Engineering Plc. Assistant Manager, BOI Department, Towa Seisakusho Co., Ltd.
Note: Executives hereby certify that they are ethical, competent, experienced in business, managed with integrity and caution for the benefit of the Company. The Company intends to continue to run the business. It has public understanding and responsibility and is not of prohibited characteristics in accordance with Article 17 of the Securities and Exchange Commission Announcement, B.E. 12/2543 (2000) relating to the application and permission to offer newly issued shares.
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Attachment
Attachment 2 Details about subsidiaries directors (directly) Unimit (Hong Kong) Co., Ltd. as of December 31, 2021 Age Shareholding Educational Qualifications (years) (shares) 1. Mr. Phaibul Chalermsaphayakorn 86 - Master’s Degree MBA University of Leicester, U.K. 0 Director - Bachelor’s Degree B.Com.(Hons) Business Administration, University of Delhi, India - Passed the Director Certificate Program, Class 64, 2005 2. Mr. Paisan Sirichantaradilok 66 - Production Engineering, King Mongkut’s 0 Director University of Technology Thonburi (KMUTT) - Passed the Directors Accreditation Program (Retirement Effective 1 April 2022) (DAP) Class 562 August 2006 3. Mr. Bundit Lertprasertsuk 65 - Master of Business Administration Fort Hays 0 Director State University, USA - Bachelor’s degree of Engineering (Industrial Engineering), King Mongkut’s University of Technology Thonburi (KMUTT) Director Name - Surname / Position
Details about subsidiaries directors (indirectly) Unimit Engineering (Myanmar) Co., Ltd. as of December 31, 2021 Age Shareholding Educational Qualifications (years) (shares) 1. Mr. Phaibul Chalermsaphayakorn 86 - Master’s Degree MBA University of Leicester, U.K. 0 Director - Bachelor’s Degree B.Com.(Hons) Business Administration, University of Delhi, India - Passed the Director Certificate Program, Class 64, 2005 2. Mr. Paisan Sirichantaradilok 66 - Production Engineering, King Mongkut’s 0 Director University of Technology Thonburi (KMUTT) (Retirement Effective 1 April 2022) - Passed the Directors Accreditation Program (DAP) Class 562 August 2006 3. Mr. Bundit Lertprasertsuk 65 - Master of Business Administration Fort Hays 0 Director State University, USA - Bachelor’s degree of Engineering (Industrial Engineering), King Mongkut’s University of Technology Thonburi (KMUTT) Director Name - Surname / Position
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Annual Report 2021 | Form 56 -1 One Report
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Attachment 3 Details about the Head of Internal Audit and Supervisor of the Company’s Compliance First-Last Name Mr. Wattana Channakin
Educational Course attendance Diploma / Qualifications / related Certificate institutions to Internal Audit • Master of Business • Training program to • Certified Administration obtain an Internal Public Program in Audit Certificate Accountant Accounting for (IACP), Federation (CPA) Planning and of Accounting Registration Control, Kasetsart Professions In the No. 8542 University Royal Patronage • Bachelor’s degree • Training course COSO in Accounting, 2013 framework Rajamangala for internal control University of system. (ADVANCED Technology COURSE) Krungthep • Training courses on • IAPC key issues in the auditor’s report according to the new standards • Fundamentals for New Auditor training course (Operating an audit for novice auditors) • Internal Audit Program: Prepared Course for Certified Internal Auditor, Chulalongkorn University
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Similar business Professional audit experience experience (years) Managing 6 years Director – I.A.P. (2015 - Present) Internal Audit Co., Ltd.
Managing Director – I.A.P. Internal Plus Co., Ltd
11 years (2010 - Present)
Attachment Educational Course attendance Diploma / Qualifications / related Certificate institutions to Internal Audit Mr. Thanasarn • Studying PhD Doctor • Training program to • Pre – CIA Wasan of Philosophy obtain an Internal Program in Audit Certificate Accounting, Dhurakij (IACP), The Federation Pundit University of Accounting • Master’s Degree Professions In the Program in Royal Patronage Accounting, Dhurakij • CEO Club Thailand Pundit University (CEOC): Road Map To • Bachelor’s degree in IPO Course Accounting, Dhurakij • Standard of Internal • IAPC Pundit University Control, Association of Internal Auditors of Thailand • Business Management for Internal Audit, Federation of Accounting Professions In the Royal Patronage • Fast Mini MBA, Executives and Managers in the Modern Era, Kasetsart University First-Last Name
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Similar business Professional audit experience experience (years) Manager – 6 years I.A.P. Internal (2015 – Present) Audit Co., Ltd.
Managing Director – I.A.P. Internal Plus Co., Ltd
5 years (2010 - 2015)
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Attachment 4 Assets used in business operations and details of property appraisals Fixed Assets The Company’s fixed assets shown in the financial statements as of December 31, 2021 are as follows: Asset Category
Land and Land Improvements
Buildings
Work under Construction Machinery & Equipment Tools
Net worth after Proprietary depreciation Characteristics Property Details (Million Baht) and Obligations • Factory 1 Bangbung: Total Land 46-3-59 Rai consists of: 28.02 Land Deed No. 11674 23-3-35 Rai Land Deed No. 11673 10-2-97 Rai Land Deed No. 65056-65063, 32216, 8-3-75 Rai, and Land Deed No. 679-683, 3-1-52 Rai, respectively. • Factory 2 Bangbung: Land Deed No. 34551 100-0-0 Rai 75.50 The Company • Factory 3 Rayong: Land Deed No. 1123, 23-3-60 Rai 9.69 is owned and • Land improvement of Factory 1 Bangbung has no obligation. Located at Nongchak, Bangbung, Chonburi 3.34 • Land improvement of Factory 2 Bangbung Located at 10/4 Moo 1, Nongchak, Bangbung, Chonburi 19.02 • Land Improvement of Factory 3 Rayong Located at 99/9 Moo 8, Mabkha, Nikompattana, Rayong 3.72 • Factory Building No. 1, Bangbung: Located at 10/7-8 Moo 3, Nongchak, Bangbung, Chonburi 23.53 • Factory Building No. 2 Bangbung: Located at 10/4 Moo 1, Nongchak, Bangbung, Chonburi 66.66 The Company • Buildings: Located on leasehold land for Title Deeds is owned and No. 5119 and 5182, No.109/92-95, Bang Phueng, has no obligation. Phrapradaeng, Samutprakarn 0.53 • Factory Building No 3 Rayong: Located at 99/9 Moo 8, Mabkha, Nikompattana, Rayong 6.88 The Company Buildings, machinery and tools during the construction of 5.82 is owned and Factory 1 and Factory 2, Chonburi has no obligation. The Company 28.98 is owned and has no obligation. The Company 6.22 is owned and has no obligation.
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Attachment
Asset Category
Property Details
Decoration Fixtures and Office Equipment Vehicle Total Company Assets • Factory Building Subsidiary Assets • Machinery & Equipment • Decoration Fixtures and Office Equipment Total Subsidiary Assets Total Assets of Companies and Subsidiaries
Property Appraisal List -None-
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Net worth after Proprietary depreciation Characteristics (Million Baht) and Obligations The Company 1.41 is owned and has no obligation. The Company 2.22 is owned and has no obligation. 281.54 160.75 The Company 20.98 is owned and 0.39 has no obligation. 182.12 463.66
บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Attachment 5 Full Version of the Company’s Corporate Governance Policy and Code of Conduct, and Business Ethics Corporate Governance Policy and Code of Conduct, and Business Ethics Good Corporate Governance Policy
Good Corporate Governance is effective and ethical business management with good business management structure, including business ethics, as well as good relationships between the Board of Directors, management, and shareholders, taking into account the stakeholders.
Policies, Compliance, and Discipline
Compliance: The Company attaches great importance to compliance, monitoring and evaluation of compliance with Good Corporate Governance and the Company’s Business Ethics. The Board of Directors and executives must lead and set a good example (CG Leader) in the practice, recommendation, communication, and enhancement of understanding of Good Corporate Governance and Business Ethics to directors, executives, employees, and role models for other organizations, as well as monitoring serious compliance in order to ensure that the Company’s business management is effective and ethical. The Company, in cooperation with various departments, must strengthen its understanding of this matter for directors, executives, and employees regularly and continuously and report such results to the Board of Directors. Discipline: Good Corporate Governance, including the Company’s Business Ethics, is a discipline that the Chairman of the Board of Directors, directors, and executives as supervisors must monitor and advise subordinates to be self-indulgent and strictly compliant. Executive Directors and Employees must be self-fulfilling and strictly followed. Violations or non-compliance are disciplinary violations and will be considered punished based on seriousness or consequences, and supervisors will also be subject to disciplinary action.
Definition:
1. The Company” means Unimit Engineering Public Company Limited, 2. “Board of Directors” or “Director” means Board of Directors or Director of Unimit Engineering Public Company Limited. 3. “Executives” or “Management” means senior executives and executives of Unimit Engineering Public Company Limited. 4. “Employee” means employee, contract employee, and consultant of Unimit Engineering Public Company Limited, or hired company, and associate worker. 5. “Stakeholders” refer to shareholders, customers, employees, society, communities, and the environment; traders and sellers; creditors; competitors; traditions and good culture of the locality; and human rights. 6. “Authorized person” means a person who has been authorized by Unimit Engineering Public Company Limited. 7. “Conflict of Interest” means the conduct of any activities that may have personal needs or of persons involved in any way influencing decisions which may hinder or hinder the best interests of Unimit Engineering Public Company Limited.
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Attachment 8. “Related persons” means a person has a relationship in any of the following ways: (1) Person who has control over the Company’s business and, in the case of a juristic person, shall include directors of that juristic person, as well. (2) Spouse, minor children, or adopted children of directors, executives, or individuals under (1) (3) A juristic person in which the person under (1) or (2) has control over the business. (4) Other individuals with the characteristics announced by the Capital Market Supervisory Board. When a person acts with the understanding or agreement that if the Company makes a transaction that provides financial benefits to such person, the directors, executives, or persons under (1) or (2) will financially benefit, as such person is considered to be a person involved in such transactions.
Confidentiality
The Company prevents confidential information from leaking to unrelated parties, especially information that may have an impact on the Company or its stakeholders.
Disclosure of Information
The Company discloses information accurately, completely, timely and without exaggeration, both with positive and negative consequences, with equal access to information in order to create transparency and confidence for stakeholders through central authorities that provide information to the public.
Use of Inside Information
The Company does not allow directors, executives, and employees to use inside information for personal gain or for others to ensure fairness and equality to stakeholders and prohibits directors, executives, and employees from trading securities during the 1 month prior to the date of publication of the financial statements.
Conflict of Interest
The Company requires directors, executives, and employees to act in the Company’s best interests and not be involved in activities that may cause conflicts of interest.
Accounting and Finance
The Company is responsible for the recording, preparation, assessment, disclosure, and retention of accounting and financial reports that are accurate, complete, reasonable, reliable, transparent, and timely in accordance with accounting principles and accounting standards used in general practice and acceptance. The Company conducts any financial transactions based on integrity, fairness, transparency, and efficiency in the best interests of the Company, Shareholders and Stakeholders.
Use of Information and Communication Technology
The Company provides information and communication technology for business operations by directors, executives, and employees, who must use it correctly, efficiently, and in compliance with the laws and policies on information and communication technology in the best interests of the Company.
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บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) Safety, Security, Occupational Health, and Environment
The Company is committed to conducting business without causing any impacts on safety, security, occupational health, or the environment and requires an international management system. Directors, executives, and employees value and comply with laws, policies, standards, and requirements for safety, security, occupational health, and the environment in each area where the Company operates business strictly and in compliance with the law.
CODE OF CONDUCT AND ETHICS Business Ethics and Integrity Business Ethics and Integrity Unimit Engineering Public Company Limited. Unimit Engineering Public Company Limited is committed to conducting business related to the production of pressure vessels, machine parts, steel structures, chemical containers, as well as the installation of quality and safety machinery and equipment under Good Corporate Governance Principles with care for employees. natural resources, environmental issues, pollution prevention, as well as occupational health and safety of employees and surrounding communities ethically. The Company operates with transparency, impartiality, and social responsibility. To be a concrete standard of business operations, the Company deems it appropriate to establish a written code of conduct for business ethics and integrity by compiling the rules, regulations, practices, and guidelines from the Securities and Exchange Commission and the Stock Exchange of Thailand to adapt to the Company’s practices. This approach is prepared as a working practice basis for all stakeholders to ensure that the Company’s business operations are in accordance with ethics and integrity and with the law. It is the responsibility of all employees to acknowledge and follow the following guidelines:
1. Compliance with relevant Laws and Regulations
The Company values respect and compliance with the laws, rules, and regulations related to business operations. Practices • Comply with the law, regulations, and respect for traditions related to business operations, promoting respect for property intellectual rights and local wisdom by not participating in activities that infringe on such property rights, including misuse of possession powers, counterfeiting, and infringement of rights. • Comply with the law, fair trade, and competition regulations, including cooperation with regulators. • Comply with the requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand. • Strictly comply with the rules and regulations of the Company.
2. Performing duties with responsibility, honesty, diligence and discipline.
Directors, executives, and employees of the Company should perform their duties with responsibility, honesty, diligence, discipline, and adhering to the Company’s reputation. Practices • Perform duties that are responsible with diligence, determination, and devotion to the Company’s work at its fullest capacity and strive towards their success for the benefit of the Company. Commit to all activities that will improve quality, efficiency, and the organization’s development to excellence.
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Attachment • Perform assignments with knowledge and your fullest capability, while having a sense of duty and responsibility for the results of the performance of duties. • Take the time to perform the tasks at their fullest efficiency as defined, as well as refrain from acting or inducing others to spend time working on other activities that are not related to the interests of the Company. • Develop yourself to be virtuous, ethical, and practice, enhancing your knowledge and ability to help improve the Company’s operations further. • The supervising employees must treat colleagues and subordinates with politeness, kindness, and good human relations; lead and exemplify caring for subordinates in both operational areas; raise morale; listen to the opinions of subordinates; and govern subordinates with principles and reasons that are right according to Good Governance Principles. • Subordinate employees must not show aggression, be rebellious, or act hostilely towards superiors, but with respect and tact. Do not act in disrespect of the supervisor. • Together, we strengthen, protect, and maintain the reputation of the Company by having a positive attitude and expressing admiration and pride, enhancing the Company’s positive image to the public.
3. Conflict of Interest
The Company has a policy to maintain the legitimate interests of the Company to prevent conflicts of interest. Practices • Do not act contrary to the legitimate interests of the Company, including causing the Company to lose benefits or receive fewer benefits than they should or dividing the benefits. • Comply with the rules, procedures, and disclosure of connected transactions in accordance with the regulations of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission. • Do not act in competition with the Company’s business. • Do not seek benefits in private business with the Company, such as taking any action to sell products and services to the Company.
4. Confidentiality of the Company’s confidential information
Directors, executives, and employees must not disclose confidential information to third parties for any benefit, which may have a negative impact on the Company. Practices • Do not seek benefits for yourself or others by using the Company’s information ; use the information only for the benefit of the Company. • Do not disclose the Company’s information that should not be disclosed unless it is information that is authorized by the authorized authority to disclose or information that has already been published to the public. • Do not disclose business information to competitors. Even after the retirement of directors, executives and employees of the Company.
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บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 5. Preservation of the Company’s assets
Directors, executives, and employees are responsible for the most efficient use of the Company’s resources and assets. Practices • Use Company’s assets sparingly and for maximum benefit. • Maintaining the Company’s assets in good condition, not damaged or lost, for the benefit of efficient and sustainable use.
6. Anti-corruption, Bribery, and Operational Incentives
The Company has taken steps to eliminate the causes of corruption and misconduct in the performance of duties. which consists of the following guidelines: 6.1 Anti-corruption Practices • To ensure and monitor the performance of employees in accordance with the laws of the government. Strict compliance with the Company’s regulations and directives. • Create a standardized, transparent, and verifiable Human Resource Management System. • Create an effective Internal Control Systems to prevent and check in a timely manner, such as quality systems and management. • Strict disciplinary and/or criminal proceedings against offenders 6.2 Bribery and Operational Incentives In order for the procurement process to be efficient and appropriate, the following practices are provided: Practices • Avoid accepting gifts and/or presents that are overvalued by those involved in business with the Company or by others who may benefit from the performance of the Company’s employees. • Avoid accepting receptions from those involved in business with the Company or from others who may benefit from the performance of the Company’s employees • Educate, raise awareness, or train on corruption, anti-corruption methods, the elimination of bribery, and provide operational incentives to employees, corporate representatives, contractors, and suppliers, as well as encourage employees, business partners, corporate representatives, contractors, and suppliers to implement anti-corruption practices and report on their organization’s anti-corruption practices.
7. Exercising social and political rights
Directors, executives, and employees have the right and freedom to participate in social activities by avoiding any wrongdoing, contrary to the law or morality, to make society unsettled and to preserve its honor and dignity, as well as to be reasonably accepted as a position in society and the community in which the Company is located.
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Attachment Practices • Adherence to democracy encourages the exercise of rights under the Constitution and other relevant laws. • Not taking any action that would imply that the Company is involved with or supported by a specific political party. • Transparency in activities related to political participation, including local and national political support. • Avoid political aid, which covers politicians or political policymakers who are influential in an inappropriate way. • Do not carry out activities related to providing false information, intimidation, or coercion related to politics.
8. Treating Stakeholders with Fairness
8.1 Shareholders and Investors The Company has a policy of conducting business in an honest manner, with virtue, and ethics by trying to develop the business to thrive, to have good performance, and to generate reasonable returns for the investment of shareholders and investors continuously and sustainably based on the principles of equitable treatment of shareholders as follows: Practices • Perform duties with integrity and make decisions to take any action with transparency, caution, and fairness to all shareholders equally, for the best interests of shareholders as a whole. • Present reports based on the Company’s performance status, financial position, and accounting information and other reports consistently and fully truthfully. • Inform all shareholders of the future prospects of the organization in both positive and negative aspects. which is based on the feasibility of supporting and adequately rational information. • Do not seek benefits for yourself and others using the Company’s information, which has not been made public, or take any action in a manner that may cause a conflict of interest with the organization. • Support antitrust and anti-dumping legislation, as well as fair trade competition. • Establish other safeguarding protocols and guidelines to prevent inducement or participation in anticompetitive trade. • Encourage employees to be aware of the importance of practicing in accordance with competition and fair competition laws. 8.2 Customer The Company takes care of and takes responsibility for customers by providing and delivering products with quality and safety services in accordance with international standards that meet customer requirements. Customer confidentiality is maintained and provided to contact agencies, as well as listening to customer feedback and comments. Practices • Contact customers politely. Build credibility and trust with customers. • Provide customers with accurate, adequate, and up-to-date information related to products and services. • Deliver quality products and services on time and meet customer requirements at a fair price. • Strictly comply with the conditions agreed with the customer. In the case of non-compliance, we must inform the customer and find solutions. • Provide a system to receive complaints from customers about the quality of products and services. This includes speed of execution or delivery, so that customers can get a quick response. • Maintain confidentiality of the customers’ information and do not use it for the benefit of themselves or those involved unlawfully.
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บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน) 8.3 Trade and/or Creditors The Company has a policy of establishing good business relationships with partners and/or creditors by conducting business on the basis of fair support and benefits for both parties. To treat partners and/or creditors equitably, taking into account the best interests of the Company, avoiding situations that cause conflicts of interest, as well as strictly complying with covenants to achieve mutual benefit. Practices • Do not take fraudulent actions in trade with trading partners and/or creditors. In the event that there is information that dishonest action has occurred, details must be disclosed to business partners and/or creditors to jointly resolve the issue quickly and fairly. • Strictly comply with the conditions for partners and/or creditors. In the event of non-compliance, it is necessary to immediately notify the partner and creditor to find a solution. 8.4 Competitors The Company has a policy of treating competitors on the basis of fair competition rules and not seeking confidential information from competitors in a dishonest or inappropriate way. Practices • Do not act contrary to trade laws and regulations. It must be fairly competitive as well as support agencies with a duty of monitoring and supervision. • Do not try to damage the reputation of competitors by making false accusations. • Do not infringe on the confidentiality or know the trade secrets of competitors in a fraudulent way. • Do not use social issues such as poverty to create a competitive advantage in trade. 8.5 5 Employee The Company values employees, which are an important resource for the Company, who will contribute to promoting and driving the organization to achieve its business goals. Therefore, the Company has a policy of taking care of employees to ensure they have a good quality of life with fair employment conditions and receive appropriate welfare. There are opportunities to develop, progress, and have safe and hygienic working conditions. The following guidelines are as follows: Practices • Strictly comply with laws and regulations relating to employees. • Provide a hygienic working environment, safe for the life and property of employees. • Treat employees with politeness and respect for individuality and human dignity. • Provide fair compensation to employees. • Consideration of appointment and migration, including rewards and punishments, is done with fairness, taking into account the knowledge, competence, and suitability of the employee as a criterion. • Focus on the development of employees’ potential by providing opportunities thoroughly and regularly. • Avoid any unfair actions that may affect the employee’s job security or threaten and put pressure on the mental state of the employee. • Employees have the right to make a claim in the event of unfair treatment in accordance with the specified systems and processes. • Listen to feedback and suggestions from employees of all levels equally and equitably.
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Attachment 8.7 Government The Company operates businesses to strengthen and develop the country’s prosperity by adhering to and complying with applicable laws, regulations, and traditions of general business operations. 8.8 Community and Society The Company operates its business by engaging in community and social responsibility with the importance of proper compliance with standards related to safety, security, hygiene, and the environment, taking into account the impact on natural resources and the environment. Practices • Continuously raise awareness of social and environmental responsibility among employees of all levels. • Return part of the profits to activities that will contribute to society and the environment regularly. • Conduct business with the least impact on the damage to society, the environment, and people’s quality of life. • To act and cooperate or regulate in strict compliance with the intent of laws and regulations issued by regulators. • Focus on community and social activities with an emphasis on social development, communities, the environment, creativity and conservation of natural resources, as well as supporting youth education and supporting public benefit activities for disadvantaged communities to be strong and self-reliant communities. 8.8 Whistleblowing standards and whistleblower protection mechanisms In order to treat all stakeholders equally and fairly, the Company has provided whistleblowing channels or complaints, comments, or suggestions that show that stakeholders are affected or at risk of being affected, which will cause damage to all stakeholders from the Company’s business operations or from the conduct of its employees regarding illegal or ethical conduct, including behaviors that may imply corruption, unequal treatment, or lack of due diligence with direct whistleblowing or sending a letter to the Chief Executive Officer of the Company. The Company will conduct a procedural review and record the investigation in writing without disclosing the name of the whistleblower, as well as store the complaint information confidentially to protect against the potential impact on such whistleblowers.
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บริิษััท ยููนิิมิิต เอนจิิเนีียริ่่�ง จำำ�กััด (มหาชน)
Attachment 6 Report of Audit Committee The Audit Committee of Unimit Engineering Public Company Limited consists of Mr. Pongsak Angsupun, Mr.Natthaphon Lilawatthananun, Mr.Suchart Thammapitagkul and Mr.Vinai Laohaprasit. The Audit Committee was appointed by the Board of Directors to perform the duties and responsibilities as defined by the Securities and Exchange Commission. In 2021, The Audit Committee hold 6 meetings to consider the remarks of the Auditor and the Internal Auditor’s Reports, then proposed to the Board of Director for consideration. Summary of the key audit matters are as follows; 1. Reviewed the interim and annual financial reports audited by the Auditor and found that the reports had disclosed adequate, reliable and accurate information according to the general accepted accounting standard. 2. Reviewed business transactions with the related parties or transactions that would induce conflict of interest so as to ensure the reasonability and benefit to the Company. 3. Approved the annual internal audit’s plan to followed up and assessed its implementation. 4. Reviewed the report of the Risk Management Committee and followed up its recommendations to reduce the risk to the acceptable level. 5. Reviewed the compliance with the applicable laws, and regulations to ensure that the Company has complied with all the laws and regulations. Accessed the independence and performance of the Auditor which resolves to proposed to the Board of Director to appoint EY office Limited with Mr.Supachai Phanyawattano, Certified Public Accountant, registration number 3930, or Miss Krongkaew Limkittikul, Certified Public Accountant, registration number 5874, or Mr.Natthawut Santipet , Certified Public Accountant, registration number 5730 from EY Office Limited as auditors for the annual fee of 1,200,000 Baht.
Mr.Pongsak Angsupun Chairman of the Audit Committee
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