pico (thailand) public co., ltd

The InnovationInspirationInspirationSpirit fromNature

ANNUAL REPORT2005

Pico (Thailand) Public Company Limited39/4 Moo 9, Soi Sukhumvit 105 (Lasalle 56), Sukhumvit Rd., Bangna, Bangkok 10260, ThailandTel. 0-2748-7007 Fax 0-2748-7591, 0-2748-7589www.picothai.com

(Thailand) Public C

ompany Lim

ited AN

NUAL R

EPORT 2

005

Board of Directors/The Audit Committee/ The Executive CommitteeOrganizational and Management Structure Shareholding Structure

CONTENTSCONTENTS

Operating Results and Financial Standing ReferencesIntercompany Transactions Report of the Independent Certified Public Accountants Consolidated and Company Financial Statements

Financial Highlights

Message from the Chairman and the Chief Executive Officer Report of the Audit Committee

General Information Network of Pico Group and Other Information

Business ObjectivesTransparency and Governance Social Responsibility

Market and Competition The Thai Economy 2005and Trends for 2006Risk Factors

Business Operation

0102

04

0506

10

16

343434

35

38

40

42525360

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ABOUT US

OUR BUSINESS

OUR TEAM

OUR OBJECTIVES

OUR ENVIRONMENT

OUR ACHIEVEMENTS

(Unit : Million Baht)

Year

Year

(Unit : Million Baht)

500Financial Performance

1,000100

2004 2005

2003

2004 2005

2003

Revenue from the rendering of services

716.5

182.5 172.1 123.9

41.741.2

30.1

447.1 639.1

Gross Margin

Net Profit

500Financial Status

1,000100

2004 20032005

Total Assets429.2

144.9 126.0113.2

284.4244.0

121.9

370.0235.2

Total Liabilities

Total Shareholders' Equity

Liquidity Ratio 2.39 2.39 1.57

Debt to Equity Ratio 0.51 0.52 0.93

Gross Profit Margin 25.47% 26.94% 27.72%

Operating Profit Margin 8.03% 10.01% 10.75%

Net Profit Margin 5.82% 6.44% 6.74%

Return on Assets 10.44% 13.61% 14.27%

Return on Equity 15.79% 22.50% 28.39%

Earning per Share (Baht) 0.36 0.39 0.89

Book Value per Share (Baht) 2.48 2.38 3.61

Financial Ratios

1Public Company Limited(Thailand)

FinancialHighlights

Public Company Limited(Thailand) 2 3Public Company Limited

(Thailand)

For the fiscal year just ended we recorded total revenue of Baht 720 million and net profit after taxes of Baht 41.7 million representing a growth of 12.2% and 1.3% respectively over the previous year. The sharp and sudden increase in oil prices leading to an oil crisis and the avian flu impacted the overall economy and resulted in a slight downturn in the economic growth than what we had anticipated. For us, the increased revenue reflects our success in market expansion into the new businesses that were previously targeted. These are the banking and finance, insurance and food sectors. Our net income did not match the increased turnover due to rising costs resulted from high oil prices and personnel expenses. We have implemented an ongoing human resource development program to increase our competitiveness and to ultimately build profits to the operation.

For 2006, we are planning to expand our customer base to cover more of the energy, food and beverage sectors. Focus will also be on the government sector, which appears to emphasize event marketing activities. Another significant area is the museum and visitor center business where significant growth is expected. Further, we will be seeking joint ventures with synergistic business partners to forge a mutually beneficial alliance. Our focus will remain on the automotive and telecommunication industry where we have an extensive experience and intimate understanding of the business. These sectors are expected to continue to grow considerably especially with the recent relocation of the pickup vehicles production to Thailand by Toyota, Isuzu and Mitsubishi. Lastly, I would like to thank our shareholders, investors and staff for their trust and support during the past year and I look forward to meeting the new challenges with you in the coming year.

Mr. Pised ChungyampinChief Executive Officer

Mr. Chia Song HengChairman of the Board

of Directors

Message from the Chairman and the Chief Executive Officer

Pico (Thailand) Public Co., Ltd. is a joint venture between Thai shareholders led by Mr. Pised Chungyampin and Pico Art International Pte., Ltd. of Singapore which is a subsidiary of Pico Far East Holding Limited. Pico Far East Holding Limited is a Hong Kong listed company engaged in the trade exhibition business with 26 branch network worldwide. Pico (Thailand) is a leader in the turnkey event and exhibition management. The process begins with the creation of a conceptual design in line with the clientûs marketing plan and realizing this design into actual presentation such as a merchandise exhibition, product launch, multimedia and museum display. To enhance the service del ivery capabi l i ty, Pico invested in 3 subsidiar ies that are interconnected with its own operation. PX System Co., Ltd. offers a logistic support in acquiring assets to be employed in an event marketing presentation e.g. rental and installation of booths to be used in an exhibition. Artcom Graphic Co., Ltd. offers a graphic design for interior and exterior decoration. Multi Designs Co., Ltd. specializes in the latest design and innovation in the interior design and decoration. Inkjet Images (Thailand) Co., Ltd. is involved in the printing of graphic designsfor billboards and other signage. The services of these specialized subsidiaries give Pico (Thailand) an edge in meeting the clientûs demand timely and competitively. To maintain its concept of service excellence, Pico is committed to a periodic self-review using internationally accepted standards. It is the event marketing industryûs first recipient of the ISO 9001:2000 from ISO-Energy & Environmental Accredited Quality Assessment (EAQA).

ABOUT U

S


(Thailand)

General Information

Name : Pico (Thailand) Public Company LimitedCorporate Registration : 40854600030

Address : 39/4 Moo 9, Soi Sukhumvit 105 (Lasalle 56)

Sukhumvit Road, Bangna District, Bangkok 10260

Telephone : 0-2748-7007

Facsimile : 0-2748-7591

Website : www.picothai.com

Registered Capital : 115,000,000 Baht

Paid up Capital : 114,999,980 Baht

Par value : 1 Baht

The audit committee duly performed the assignment delegated to it by the Board of Directorsof Pico (Thailand) Public Co., Ltd. This covers all the duties as outlined in the rules governing the scope of work of the committee including specifically the adherence to good governance and observation of the highest ethics in the conduct of business. Our summary of work done is as follows: 1) 1) Supervision to ensure that good corporate governance practice is adopted.Supervision to ensure that good corporate governance practice is adopted. This was done according to the principles of good governance. 2) Supervision and review of the quarterly and annual financial statements in 2005 for the2) Supervision and review of the quarterly and annual financial statements in 2005 for the company and the consolidated statements.company and the consolidated statements. The preparation of the above reports and statements were done in accordance with theGenerally Accepted Accounting Principles and the announcements of the Securities Exchange Commission and the Stock Exchange of Thailand with adequate, accurate and timely disclosure of financial information. 3) 3) Intercompany transactionsIntercompany transactions The transactions in this category, which may be interpreted as conflicts of interest, were carefully reviewed and found to be consistent with normal trade transactions which is the policy observed by the company. 4) Internal audit process4) Internal audit process An internal auditor was appointed in 2005. This was to assist the audit committee, management and the Board of directors to accurately and timely review the companyûs performanceleading to sound financial reports, effective performance review and business direction adjustment if necessary. The internal auditor reports directly to the audit committee. 5) 5) Supervision of risks management.Supervision of risks management. Management was cognizant of risks associated with its operation and its management of these risks are deemed sound and satisfactory. A quarterly review on risks and the potential adverse effects on the company performance were routinely carried out with recommendations addressing the specific risk issues duly made. No risk areas that may adversely affect operation were found. 6) 6) Internal control evaluation.Internal control evaluation. The internal control procedures were modified to permit rapid adjustments to the requirements of the changing market without compromising control. The internal audit report is consistent with the external auditorûs opinion stated in the quarterly and annual report that no material problems or deficiencies were found. Management has implemented ongoing problem recognition and a responsive and objective resolution process to ensure of a smooth and effective overall performance.

of the Audit CommitteeReport

Chairman of the Audit Committee Pico (Thailand) Public Co., Ltd.

On behalf of the Audit Committee

(Dr. Chaiyod Bunyagidj)

Los Angeles

Chicago

AtlantaLondon

Paris

Cairo

Bahrain

Colombo

New DelhiChengdu

Chongqing

Macao

GuangzhouShenzhen Shanghai

BeijingSeoul

TokyoQingdaoDongguan

Taipei

Hong KongBangkok

Hanoi

Ho ChiMinh City

Kuala Lumpur

Singapore

Melbourne

QatarDubai


(Thailand)

AtlantaPico Atlanta 5361 Royal Woods ParkwayTucker, GA 30084, USATel 1 - 770 - 414 1114Fax 1 - 770 - 414 [email protected] Person: Mr. Evarts English

BahrainPico International (Bahrain) W.L.L.No 1 Manama Centre Government Avenue, Manama Town 316 Kingdom of BahrainTel 973 - 17 - 218898Fax 973 - 17 - [email protected] Person Mr. Miswadi B S

BangkokPico (Thailand) PublicCompany Limited39/4 Moo 9, Soi Sukhumvit 105 (Lasalle 56) Sukhumvit Rd., BangnaBangna, Bangkok 10260, ThailandTel 66 - 2 - 748 7007 Fax 66 - 2 - 748 [email protected] Person: Mr. Pised Chungyampin

BeijingBeijing Pico Exhibition Services Co., Ltd.Pico Centre, 8 Li Shui Qiao Bei, Chaoyang District, Beijing 102218 ChinaTel 86 - 10 - 8482 3991Fax 86 - 10 - 6491 [email protected] Person: Mr. Victor Leung

CairoPico International (Egypt) Ltd.18, Al Lowaa Mahmoud Samy Street, 3/F. Nasr City, Cairo, EgyptP.O. Box: 11671, EgyptTel 20 - 2 - 6717804Fax 20 - 2 - [email protected] Person: Mr. Taha Youssef

Chicago Pico Chicago1881 Circuit Drive, Round Lake Beach IL60073, USATel 1 - 847 - 740 - 0846Fax 1 - 847 - 740 - [email protected] Person: Mr. Tack Roberts

Chongqing Chongqing Pico Exhibition Services Co., Ltd.1703-4, Tower A Times Square Apartment No. 3 Young Road, Yuzhong District Chongqing 400010, ChinaTel 86 - 23 - 6371 0990Fax 86 - 23 - 6371 [email protected] Representative Office:1605 City Beat, No.16 Daye Road Jinjiang District, Chengdu 610016, China Tel 86 - 28 - 86722039, 86722049Fax 86 - 28 - [email protected] Person: Ms. Allen Li

ColomboIntertrade Lanka Management (Pvt) Ltd. Sri Lanka Exhibition and Convention Centre, 12 D.R. Wijewardena Mawatha Colombo 10, Sri LankaTel 94 - 11 - 2343239-41/2342903-5 Fax 94 - 11 - [email protected] www.slecc.comContact Person: Ms. Shanti Outschoorn

Doha Pico International (Qatar) W.L.L.No. 88 ASCO Compound, C-Ring Road New Salata, P.O. Box 24403, DohaState of QatarTel 974 4677988Fax 974 [email protected] Person: Mr. Y C Leong

DongguanDongguan Pico Exhibition Services Co., Ltd.Reservoir Ind District 1 RoadGuan Jing Tou, Dongguan 523705, ChinaTel 86 - 769 - 777 4471Fax 86 - 769 - 777 [email protected] Person: Mr. Ang Swee Meng

DubaiPico International (Dubai) L.L.C.Office No. 520, Building 8, 5th Floor Dubai Media City, P.O. Box 37679Dubai, United Arab EmiratesTel 971 - 4 - 339 3188Fax 971 - 4 - 339 [email protected] Person: Mr. Peter Sng

GuangzhouGuangzhou Pico Exhibition Services Co., Ltd.Room 701-2, Dongshan Plaza 69 Xian Lie Road Central Guangzhou 510095, ChinaTel 86 - 20 - 8732 2990Fax 86 - 20 - 8732 [email protected] Person: Mr. Henry Lee

Hanoi Theme Concept (Vietnam) Ltd.205 Giang Vo, Dong Da., Unit 10-01 Viet Au Building, Hanoi, VietnamTel 84 - 4 - 5146477Fax 84 - 4 - [email protected] Person: Mr. Vincent Hu

Ho Chi Minh CityHIECC Management Co., Ltd. Ho Chi Minh International Exhibition & Convention Centre, 2nd Level 446 Hoang Van Thu Str., Tan Binh DistrictHo Chi Minh City S.R. VietnamTel 84 - 8 - 8451088/8450454Fax 84 - 8 - [email protected] www.hiecc.comContact Person: Mr. Low Wan Thiam

Hong KongPico International (HK) LimitedPico House, 4 Dai Fu Street Tai Po Industrial Estate, N.T. Hong Kong SARTel 852 - 2665 0990Fax 852 - 2664 [email protected] Person: Mr. Steven Fang/Ms. Anne Li

Kuala LumpurPico International (M) Sdn. Bhd.Wisma Pico, 19-20 Jalan Tembaga SD5/2, Bandar Sri Damansara52200 Kuala Lumpur, MalaysiaTel 60 - 3 - 6275 5990Fax 60 - 3 - 6275 [email protected] Person: Mr. Peter Teh

LondonPico Exhibition (UK) Ltd.1 Victoria Villas, Richmond, SurreyTW9 2JX United KingdomTel +44 (0)20 8948 6211Fax +44 (0)20 8948 [email protected] Person: Mr. Daren Chia

Los Angeles Pico Art Exhibit Inc20910 Normandie Ave., Unit #DTorrance, CA 90502, USATel 1 - 310 - 328 6990Fax 1 - 310 - 328 [email protected] Person: Mr. Jolly Chang

MacaoPico International (Macao) LtdAv. Da Amizade, No. 918 World Trade Centre, 7/F, Flat B, MacaoTel 853 - 727 990Fax 853 - 727 [email protected] Person: Ms. Lita Ley

MelbournePico Australia Pty Ltd.Level 2, 19-23 Prospect StreetBox Hill VIC 3128, AustraliaTel 61 - 3 - 98973500Fax 61 - 3 - 98973700 [email protected] Person: Mr. Anthony Tan

New Delhi Pico International Exhibition Pvt. Ltd.Pico Bhawan, A-27/15 Khanpur Extension, New Delhi 110062 IndiaTel 91 - 11 -2609 7063/64Fax 91 - 11 - 2609 [email protected] [email protected] Person: Mr. Edwin Ng

ParisPico Paris succ de Pico Exhibition (UK) Ltd.14/30 rue de Mantes 92700 Colombes, France Tel 33 1 464 98000Fax 33 1 568 [email protected] Person: Mr. Marc Tronson

Qingdao Qingdao PICO Exhibition Services Co., Ltd.13/F Century Mansion39 Donghaixi Road Qingdao 266071, China Tel 86 - 532 - 8579 6111Fax 86 - 532 - 8579 [email protected] Person: Mr. Nelson Ge

SeoulPico North Asia Ltd.4F Sang Won Building 165-11, Samsung-dong Kangnam-ku, Seoul 135-090Korea Tel 82 - 2 - 5583240Fax 82 - 2 - [email protected] Person: Mr. Jason Bae

Shanghai Shanghai Pico Exhibition Services Co., Ltd.Pico Building, 118 Chen An RoadHu Yi Highway, Malu Town Jiading District, Shanghai 201801, ChinaTel 86 - 21 - 5910 0990Fax 86 - 21 - 5910 [email protected] Person: Mr. Richard Ng

ShenzhenShenzhen Pico Exhibition Services Co., Ltd.Room 1309 - 1310 Building A, United Plaza 5022 Binhe Road, Futian Centre District Shenzhen 518033, ChinaTel 86 - 755 - 8290 0540Fax 86 - 755 - 8295 [email protected] Person: Ms. Rita Lui

Singapore Pico Art International Pte Ltd.Pico Creative Centre, 20 Kallang Avenue Singapore 339411Tel 65 - 6294 0100Fax 65 - 6291 [email protected] Person: Ms. Jean Chia

TaipeiPico International Taiwan Ltd.3/F, No. 343, Nanking East Road Section 5, Taipei, TaiwanTel 886 - 2 - 2753 5990Fax 886 - 2 - 2766 [email protected] Person: Ms. Florence Tan

TokyoPico International Ltd.Tokuda Building 4F 7-3 Nihonbashi Kabutocho, Chuo-ku Tokyo 103-0026, Japan Tel 81 - 3 - 38080891Fax 81 - 3 - [email protected] Person: Mr. Tsunemichi Yui

Principal Offices

Network of Pico Group and Other Information

1. Network of Pico Group

Paris

Bangkok

Shanghai Chicago

Albert Smith China Co., Ltd. Shanghai Head OfficeAlbert Smith Bldg, 36 Cao Lian RoadLian Xi Cun, Huangdu Town Jiading District, Shanghai 201804, ChinaTel 86 - 21 - 6959 6990Fax 86 - 21 - 6959 0611/6959 [email protected] Person: Mr. Danny Ku Beijing Rep Office:Tel 86 - 10 - 8484 8880Fax 86 - 10 - 8484 7780Shenzhen Rep Office:Tel 86 - 755 - 8290 0516Fax 86 - 755 - 8295 1282

Chongqing International Convention and Exhibition CenterChongqing Nanping Convention And Exhibition Center Management Co. Ltd.2 Jiang Nan Avenue, Nan An DistrictChongqing 400060, China Tel 86 - 23 - 6260 9001/6260 9000Fax 86 - 23 - 6260 [email protected]@picoworld.comContact Person: Mr. Louis Cheng

VTI Hong Kong11/F, Pico Tower, 66 Gloucester RoadWanchai, Hong Kong SARTel 852 - 9182 2522Fax 852 - 3102 [email protected] Person: Mr.Terence Chiu

World Events Organisation Pte Limited 2nd Floor, Pico Creative Centre20 Kallang Aveneue, Singapore 339411Tel 65 - 6393 0206Fax 65 - 6392 [email protected] Person: Mr. Andrew Lee

BizArt Asia Ltd11/F, Pico Tower, 66 Gloucester Road Wanchai, Hong Kong SARTel 852 - 2804 0888Fax 852 - 2529 [email protected] Person: Mr. Peter Jung

Meeting Planners International Pte Ltd20 Kallang Avenue, 2nd Floor Pico Creative CentreSingapore 339411Tel 65 - 6297 2822 Fax 65 - 6296 [email protected] Person: Ms. Sylvia Phua

GMC Worldwide Limited Pico House 4 Dai Fu Street Tai Po Industrial Estate NT HONG KONG SARTel 852 - 2660 4506Fax 852 - 2664 [email protected] Person: Ms. Sharon Soh

Beijing Pico Exhibition Services Co., Ltd.Pico Centre, 8 Li Shui Qiao BeiChaoyang District 102218, BeijingTel 86 - 10 - 8481 5260Fax 86 - 10 - 8484 7780 [email protected] Person: Ms. Esther Ho

BEIJING OFFICE: Pico Center, 8 , Li Shui Qiao Bei Chaoyang District, Beijing 102218, China Tel 86 - 10 - 8484 7975 ext 1002 Fax 86 - 10 - 8484 7957 [email protected] Contact Person: Mr. Kirin Li

Meeting Planners International (HK) Limited 23/F, Pico Tower, 66 Gloucestor Road Wanchai, Hong Kong SARTel 852 - 2509 3430Fax 852 - 2509 [email protected] Person: Ms. Anita Cheng

Pico Projects Ltd.Pico House, 4 Dai Fu StreetTai Po Industrial Estate, N.T.Hong Kong SARTel 852 - 2689 5100Fax 852 - 2665 [email protected] Person: Mr. E K Cheng

GUANGZHOU OFFICE: Rm 701A Dongshan Plaza 69 Xianlie Road Central Guangzhou 510095, China Tel 86 - 20 - 8732 2990Fax 86 - 20 - 3758 8731/3758 [email protected] Contact Person: Ms. Carol Lin

Pico Sourcing Services Co. Ltd.Room 701-2, Dongshan Plaza 69 Xian Lie Road CentralGuangzhou 510095, ChinaTel 86 - 20 - 8732 2990Fax 86 - 20 - 8732 [email protected] Person: Mr. Henry Lee

HONG KONG OFFICE: Pico House, 4 Dai Fu StreetTai Po Industrial EstateNew Territories, Hong KongTel 852 - 2665 0990Fax 852 - 2664 [email protected] Person: Mr. Cheung Kwok Wing

Shanghai Pico Media Service Co., Ltd.Room 502, Bus Building 525 Jianguo Road East Shanghai 200025, ChinaTel 86 - 21 - 6385 8613Fax 86 - 21 - 6387 [email protected] Person: Mr. Alec Chau

SHANGHAI OFFICE:No. 3, 28 Lane Yulu Road Jing Xin Industrial ParkMalu Town, Jiading DistrictShanghai 201801, ChinaTel 86 - 21 - 6915 5880/6915 3403/6915 6411/6915 5874Fax 86 - 21 - 6915 [email protected] Person: Mr. Alloysius Teng

Shanghai World Expo Bizarts China Co., Ltd.Flat F, 11/F, Block 2, Jin Ming Building8 Zun Yi Road South, Shanghai 200336, ChinaTel 86 - 21 - 6219 9990Fax 86 - 21 - 6295 [email protected] Person: Mr. Richard Ng

AnkaraOmni International Yesityurt Sokok No 3/6 06690 - KavaklidereAnkara, TurkeyTel 90 - 312 - 4677054/4679129Fax 90 - 312 - 4677036Contact Person: Mr. Feyzan ErelPico Contact: Mr. Ngew Thye On

HelsinkiFairmatura Ky Huopalahdentie 16 B 32FIN-00330 Helsinki, FinlandTel 358 - 9 - 4584544Fax 358 - 9 - [email protected] Person: Ms. Maarit KaasinenPico Contact: Mr. Daren Chia

KingstonUnilink98 Kenwoods Circle, Kingston, ONK7K 6Y2, CanadaTel 613 549 0404Fax 613 549 [email protected] Person: Derek V. ComplinPico Contact: Ms. Florence Tan

MadridBrifer Services S.L. Arturo Soria, 32028033 Madrid, SpainTel 34 - 91 - 7672767Fax 34 - 91 - [email protected] Person: Ms. Brita SeligmannPico Contact: Mr. Daren Chia

MilanoSeint Sri (Int'l Exhibition Services)Centro Direzionale MilanofioriPalazzo F1, 20090 Assago (Milano)ItalyTel 39 - 02 - 8253326/8254110Fax 39 - 02 - [email protected] Person: Ms. Franca VegliaPico Contact: Mr. Daren Chia

StockholmFallco Expo AB Blomstervagen 7SE-645 40 Strangnas, SwedenTel 46 - 152 - 22480Fax 46 - 152 - [email protected] Person: Mr. Christer FallsPico Contact: Mr. Richard Ng

AthensXenophon Stefanidis Consulting Architect 10 Nirvana StreetGR 15451 Athens, GreeceTel 30210 - 6717222Fax 30210 - [email protected] Person: Xenophon StefanidisPico Contact: Mr. Ng Meng Chuen

Other Operating Companies

Inter-Expo Exhibition Services Ltd.

AgentsMeeting Planners


(Thailand)

Awards the company has received are as follows:

2. Awards and Recognition

Name of Award Presented by Year

Best Project Award (Event & Promotions) The Pico Group 2004

Best Project Award (Permanent Exhibits) The Pico Group 2004

Best Office Award The Pico Group 2003

Most Outstanding Account Servicing Manager Award The Pico Group 2003

Best Project Award (Exhibition) The Pico Group 2002

Best Office Award The Pico Group 2002

Best Manager Award The Pico Group 2002

Excellent Performance Under The Standard of ISO 9002 Grand Prix Organizer 2002

The Best Constructor (The 22nd Bangkok International Motor Show) Grand Prix Organizer 2001

Cleaner Technology Promotion Facility (Certificate) Thailand Environment Institute (TEI) 2001

Best Project Award (Museum Exhibits) The Pico Group 1998

Project Assigned by Year

Designer of temporary structure (tent) with equipment and Grand Prix International Group 2003

air-conditioning system in place

Constructor of exhibition center for products and tourism, The Tourism Authority of Thailand 2003

the Golden Triangle, Chiangrai Province (Lighting arrangement)

Contractor to oversee decoration of King Prajadhipok Museum King Prajadhipok Institute 2003

Bangkok International Motor Show 2002 Ford Sales and Service (Thailand) Co., Ltd. 2002

Nokia 5210 Launch Nokia (Thailand) Ltd. 2001

Selected as Standard Constructor for the 19th Inter-Media Consultant Co., Ltd. 2001

Thailand International Motor Expo

Bangkok International Motor Show, 2001 Ford Sales and Service (Thailand) Co., Ltd.

2001

The Motor Expo, 2001

Exhibitor of world class event (Expo 2000 Hannover) Ministry of Science, 2001

Technology and Environment

The 22nd International Bangkok Motor Show Grand Prix International Group 2000

Contractor of exhibition and part of the Children Museum Bangkok

(Science/nature and environment/exhibition honoring Plan Publishing Co., Ltd. 2000

His Majesty the Queen)

Organizer of mobile exhibition entitled "Astrology and Mankind" Department of Informal Education 2000

Installer of tent and decorator of pavilion during the Asian Games Thai Airways International PLC 1999

at Thammasat Rangsit Sport facilities

Installer of temporary structure (tent) with air-conditioning and

lighting systems at the Thammasat Rangsit Sport facilities Ministry of Finance 1999

for the 13th Asian Games.

Exhibition organizer at the Thai pavilion during Ministry of University Affairs 1999

the World Agriculture and Industry Fair

The 12th CEPSI Exhibition Bangkok Rai 1999

The International Bangkok Motor Show Mercedes-Benz (Thailand) Ltd. 1999


(Thailand)

BUSINESS MODEL

ArtcomPrinting & Technology Management

Our Business

Face to Face Marketing

Event Marketing

Museum

Others

TradeshowsB2B

Consumer ShowsB2C

Sponsorships (Sports/Ent.)

Road Shows

Convention Seminars

Public Event G2C

BUSINESS OVERVIEW

PicoProject Management

PXEvent Asset Management

Multi DesignsCreative Design

Talent Management

2. Overview of Pico and related group companies The principal business is in the face to face marketing such as exhibition, event marketing and

museum through the planning of a communication package to reach the clientûs target customers.

The service package is planned in close consultation with the client and his marketing objectives.

With the subsidiaries in related services, a more effective and integrated service and management

can be delivered. The services are: trade exhibition, product launch, interior decoration, multimedia

and museum exhibition.

Company Business

PX System Co., Ltd. Acquisition of facilities for event marketing

e.g. booth rental in an exhibition

Artcom Graphic Co., Ltd. Graphic design for interior and exterior

e.g. billboards.

Multi Designs Co., Ltd. New creative innovation in exhibition business

*Inkjet Images (Thailand) Co., Ltd. Printing of graphic design e.g. billboards

Pico (Thailand ) Company Limited (Public) was incorporated in 1981 when Pico Far East Holding

Limited (Pico Far East), a Hong Kong listed company and well known in trade exhibition with 26

offices worldwide, joined forces with Thai investors led by Mr. Pised Chungyampin. Pico Thai Exhibition

Contractor Co., Ltd. was incorporated with Pico Art International Pte., Ltd., Singapore (çPico Arté)

as a partner.

With the expansion of business, an organizational change involving investment and shareholding

to accommodate future growth was made resulting in the incorporation of Pico International

Enterprise (Thailand) Co., Ltd. with a capital of Baht 15 million with Pico Art as the nominee for Pico

Far East holding 49% and Thai shareholders 51%.

Growth and Development Trade show was the primary area of the marketing communication business. Over the years,

new services were initiated to accommodate the changing market environment and customer

demand. Additional subsidiaries were formed to provide a more effective product offering and

service delivery. These subsidiaries are:

Px System Co., Ltd. (PX)

Atrcom Graphic Co., Ltd. (Artcom)

Multi Designs Co., Ltd. (Multi Designs)

A associate company was also created;

Inkjet Images (Thailand) Co., Ltd. (Inkjet)

Subsequently the name was changed to Pico (Thailand) Co., Ltd. and transformed to become

Pico (Thailand) Public Co., Ltd. under the Public Company Act of B.E. 2535 on 16th September

2003. Capital was also increased to Baht 65 million and Baht 115 million on 16th September 2003

and 25th February 2005 respectively.

Business Operation

1. Background/Growth and DevelopmentBackground

OUR B

USIN

ESS


(Thailand)

Business SegmentsThere are 3 distinct business segments of Pico:

1. Event marketing

2. Museum and permanent exhibition

3. Others

Details of product/service offerings The company offers an extensive product and service range depending on each clientûs requirement:

1. Turnkey event and exhibition management. This service begins with conceptualization, design,

production and installation of the package for a specific product. This service is available

for all business segments.

2. Production and installation in accordance with design of client. This can be executed, in part

or in full, depending on clientûs desire.

3. Service contract for the assembly/installation of interior decoration with materials provided by client.

Past work/services performed1. Event Marketing Merchandise exhibition management for various products

Automobile exhibition booths in the Motor Expo and the Bangkok International Motor show for

clients such as Grand Prix International Group, Mercedes-Benz, Chevrolet, Toyota, Land Rover etc.

ICT Expo 2004-2005

Retail Finance Asia Pacific

XV International Aids Conference

Asian Sport Summit & EXPO

Thailand Science & Technology 2003, 2005

Product promotion activities

Event marketing: Road shows for various automobile brands e.g. Chevrolet, Mercedes-Benz, Ford

and Jeep. Others: Nokia and AIS.

Product launch: Chevrolet Colorado launch, Chevy OK Day, Chevy Homecoming Day.

Road shows for Thailand Elite Card for Tourism Authority of Thailand in Taiwan and Korea.

120 years anniversary for Electricity Generating Authority of Thailand, Bicentennial

anniversary of the King Mongkutûs Institute of Technology, Ladkrabang.

Annual meeting of National Science and Technology Development Agency (NSTDA)

Transform Thailand Exhibition

Product launch: Grand Opening Ceremony for General Motor (Thailand) assembly

center and first Zafira drive off assembly line in Rayong 2000 CP Orange launch,

Bang Sai, Phra Nakhon Si Ayutthaya 2002.

Festival/Gala: Nokia Big Bang Festival at Siam Square 2001. Fendi Party Night at

The Species, Bangkok and Thailand 2000.

Seminars: IBM Japan convention 2000 at the Shangrila Bangkok.

Design and construction of Subaru pavilion in the 22nd Thailand International Motor expo 2005.

Pavilion construction for Heineken, Tiger Beer and Cheers Beer in the çBest of Nonthaburié

festival 2005.

çThai Metalexé 2005 of Siam-Fuchs Lubricants Company Limited

Design, construction and decoration display in the çOTOPé Premium and çKitchen to the

World 2005é, at the exhibition hall of the Department of External Trade Promotion,

Ratchadaphisek Road.

Asean Energy Business Forum 2004 held at World Trade Center, Metro Manila, Philippines

under contract from PTT Public Company Limited

2. Permanent and Museum Exhibition

Museum

Renovation and interior decoration Arts and Culture Hall for the eastern region, phase II

Burapha University, Chon Buri.

BLCP Visitor Center of the BLCP Power Plant in the Mab Ta Phut industrial estate, Rayong.

Design and decoration for a display center for Isan folk knowledge for the çSUPPORTé

foundation under H.M. the Queenûs patronage, Ubon Ratchathani for Office of Small

and Medium Enterprises Promotion.


(Thailand)

3. Others Rental of large air-conditioned tents from 1,000 sq.m. to 20,000 sq.m. This serves to provide

additional temporary space to exhibition organizers or large projects requiring significant

covered space.

Graphic design for signage and banner projects used in advertising and/or public

relation work.

Furnishings complementing the merchandise display to enhance sale such as display

cabinets. These are eye catching units placed in the exhibition booth to increase sale in

accordance with the clientûs marketing plan

Interior design of offices. Logo design based on clientûs business concept and

philosophy.

Recent commissionings and installations

Erection of large tents at the Bangkok International Motors Show 2001-2005 at BITEC.

Erection of large tents for the Worldûs AIDS conference 2004.

Interior decoration of Siemens Retail Shop

Various design of logos for financial institution clients e.g. United Securities Public Co., Ltd.

Lighted boxes and installation at designated spots for çFirst Choiceé.

Provide various models and graphic work

Erection of tented traveling road shows for Chevrolet nationwide.

Interior design for retail banking of Land and Houses Retail Bank Public Co., Ltd.

Design and decoration of the sports museum for the Sport Authority of Thailand.

Design for 5 storey building behind the King Prajadhipok museum of the King Prajadhipok

Institute at Lan Luang.

District museum for 4 districts of Bangkok depicting life in the community of Samphan-

thawong, Bang Rak, Bangkok Noi, Bang Khun Thian.

Historical archive of the Bangkok Universityûs Surat Osathanugraha library. Rangsit campus.

Design and installation of Electricity and the Thai energy display for the National

Science Museum Organization.

Project for the development of a historical park and museum to commemorate

the heroism of 2484.

ç8 December 1941 Memorial Museum Wing 53 Historical Parké, for Air Command 4,

Ao Manao, Prachuap Khiri Khan.

Ramkhamhaeng Museum (Sukhothai) for the Department of Fine Arts.

Buddhism Museum, Phutthamonthon for the National Buddhism Office.

King Prajadhipok Museum with display depicting life and activities history of King Rama 7

at the King Prajadhipok Institute, Lan Luang.

Design and installation of display materials for Hall of Opium of the Tourism Authority of

Thailand (TAT) phase 2, Chiang Rai. Design and installation of inside display for H.M. the Princess Motherûs archive for the Mae Fah Luang foundation and the TAT. Improvements to the museum archive of Prince Paribatra, Suan Pakkad palace for the Chumbhot-Pantip Foundation, Bangkok

The Three Kingdom Project, Chon Buri. Mobile display, çAstronomy and the Peopleé of the Science Center for Education, Ekamai for the Non Formal Education Department of the Ministry of Education. Design and construction in the exhibition hall of the Securities Exchange of Thailand main building. Design and construction of the Family Planning Museum for the Ministry Public of Health. Internal display of the Childrenûs Museum for Bangkok Metropolitan Administration, The science, nature and the King sections.

The prevention and action against narcotics display for the Office of the Narcotics Control Board. Semi permanent exhibition Design and decoration of the Asean Handicrafts archive of the SUPPORT international division, Bang Sai. Internal display for visitors at Khao Yai National Park, Sarika and Nang Rong waterfalls for the Parks and Wildlife Department. King Rama 9 display hall with çmagic visioné display board in the compound of Armed Forces Preparatory School, Nakhon Nayok.

Museum of the lignite mining in honor of King Rama 7 at Mae Mo Mine, Lampang.

çNatural Disastersé display for the Science Education Office.

çTimeé display for the Science Center for Education.

çMan and his Environmenté and çLife and the starsé for the Science Center for Education.

Museum at the undersea park Chulabhorn 36, Phang-nga Province.

Museum for the Sino Thai relationship under the auspices of H.M. the King for Hua Chiew

University. çRoads to Natureé display for the Science Museum Office of the Ministry of

Science, Technology and Environment.

çAstronomy and Spaceé at the Science Park at Wa Ko, Prachuap Khiri Khan for the

Ministry of Education.

Her Royal Highness Mother Memorial, SCB Park Plaza

çThe Father of Thai Sciencesé display at the Science Park, Wa Ko, Prachuap Khiri Khan

for the Ministry of Education.

Renovation and decoration for the library, club house, technical display, control, graphic and çmagic visioné at the Armed Forces Preparatory School. Historical display of the history of Maha That Chedi of the Doi Inthanon, Chiang Mai for the Royal Thai Air Force.


(Thailand)

Mr. Chia Song HengChairman of the Board of Directors

Board of Directors

Age 53 Yrs

Work experience

2003-present Chairman of the Board of Directors and Vice Chairman

of Executive Committee - Pico (Thailand) Public Co., Ltd.

2001-present Director - Pico Far East Holding Pte Ltd.

Mr. Viriya PholpokeDirector Age 52 YrsWork experience

2 Sep. 2005-present Director and Advisor - Pico (Thailand) Public Co., Ltd.

2003-1 Sep. 2005 Audit Committee and Independent Director

Pico (Thailand) Public Co., Ltd.

Ms. Nitida ThamasoontraDirectorAge 44 Yrs

Work experience

2003-present Chief Financial Officer - Pico (Thailand) Public Co., Ltd.

1991-present Director - Pico (Thailand) Public Co., Ltd.

Ms. Sasitorn PhongsathornIndependent DirectorAge 48 YrsWork experience17 Nov. 2005-present Audit Committee and Independent Director Pico (Thailand) Public Co., Ltd.19 Dec. 2005-present President - Land and Houses Retail Bank Public Co., Ltd.1 Jul. 2005-18 Dec. 2005 Vice President - Book Club Finance Public Co., Ltd.2004-2005 President - United Securities Public Co., Ltd.2000-2003 Senior Director, Corporate Finance United Advisory Services Co., Ltd.

Mr. Pised ChungyampinVice Chairman of the Board of DirectorsAge 51 Yrs

Work experience

2003-present Vice Chairman and Chief Executive Officer


1992-2003 Director - Pico (Thailand) Public Co., Ltd.

2001-2003 President - Trade Exhibition Association (Thai) (TEA)

Mr. Silchai KiatpapanDirector Age 49 YrsWork experience

2003-present Chief Operating Officer - Pico (Thailand) Public Co., Ltd.


Mr. Chong Mang YongDirectorAge 49 Yrs

Work experience


2000-present Vice - President Finance, South Asia

Pico Art International Pte., Ltd.

1995-2000 Group Financial Officer

United Motor Works International Pte., Ltd.

Mr. Sern VithespongseIndependent DirectorAge 52 Yrs

Work experience

2003-present Audit Committee and Independent Director


1992-present Director - Palmer & Turner (Thailand) Co., Ltd.

Dr. Chaiyod BunyagidjIndependent DirectorAge 51 Yrs

Work experience

2003-present Chairman of the Audit Committee and Independent Director


1997-present Vice President - Thailand Environment Institute (TEI)

OUR TEA

M

of Pico (Thailand) Public Company Limitedas of October 31, 2005


(Thailand)

1

3

2

4

The Audit Committee The Executive Committee

Dr. Chaiyod BunyagidjChairman of the Audit Committee Age 51 Yrs

Work experience

2003-present Chairman of the Audit Committee and Independent Director


1997-present Vice President - Thailand Environment Institute (TEI)

Mr. Sern VithespongseAudit Committee Age 52 Yrs

Work experience

2003-present Audit Committee and Independent Director


1992-present Director - Palmer & Turner (Thailand) Co., Ltd.

Ms. Sasitorn PhongsathornAudit CommitteeAge 48 YrsWork experience17 Nov. 2005-present Audit Committee and Independent Director Pico (Thailand) Public Co., Ltd.19 Dec. 2005-present President - Land and Houses Retail Bank Public Co., Ltd.1 Jul. 2005-18 Dec. 2005 Vice President - Book Club Finance Public Co., Ltd.2004-2005 President - United Securities Public Co., Ltd.2000-2003 Senior Director, Corporate Finance United Advisory Services Co., Ltd.

Mr. Pised ChungyampinChairman of the Executive Committee Age 51 Yrs

Work experience

2003-present Vice Chairman and Chief Executive Officer


1992-2003 Director - Pico (Thailand) Public Co., Ltd.

2001-2003 President - Trade Exhibition Association (Thai) (TEA)

Mr. Chia Song HengVice Chairman of the Executive CommitteeAge 53 Yrs

Work experience

2003-present Chairman of the Board of Directors and

Vice Chairman of the Executive Committee


2001-present Director - Pico Far East Holding Pte., Ltd.

Mr. Silchai KiatpapanChief Operating Officer Age 49 Yrs

Work experience

2003-present Chief Operating Officer



Ms. Nitida ThamasoontraChief Financial Officer Age 44 Yrs

Work experience

2003-present Chief Financial Officer





5

7

6

8

The Executive Committee

9



(Thailand)

Mr. Chokechai VatcharanirunkulSenior Executive Vice PresidentEvent Marketing & Special ProjectAge 45 Yrs

Work experience

2001-present Senior Executive Vice President / Event Marketing & Special Project


1995-2000 General Manager/Event Marketing & Special Project

Pico International Enterprise (Thailand) Co., Ltd.

Ms. Supaporn SawangjittExecutive Vice PresidentEvent Marketing IAge 37 Yrs

Work experience

2004-present Executive Vice President / Event Marketing I


2000-2003 Assistant General Manager / Event Marketing


1995-2000 Project Manager / Event Marketing


Mr. Pornchai TangsunawanAssistant Vice President Strategic MarketingAge 38 Yrs

Work experience

2005-present Assistant Vice President / Strategic Marketing


2003-2004 Project Manager

The Shell Company of Thailand Limited & Mekong Cluster

1999-2003 Engineering Support Manager

The Shell Company of Thailand Limited & Mekong Cluster

Ms. Nareerat JiamwattanasukGeneral Affairs ManagerAge 49 Yrs

Work experience

1994-present General Affairs Manager


Ms. Amara BanditakonAccounting ManagerAge 45 Yrs

Work experience

2004-present Accounting Manager - Pico (Thailand) Public Co., Ltd.

1996-2004 Finance and Accounting Manager - Pico (Thailand) Public Co., Ltd.

22

Organizational and Management Structure1. Org

anizat

ion

Str

uctu

re as

of 31

Octob

er, 20

05

23

Organization Structure of DirectorsThere are 3 Boards within the organizational structure.

1.) The Board of DirectorsAs of 31st October, 2005 the companyûs Board consists of 9 directors namely

1. Mr. Chia Song Heng Chairman2. Mr. Pised Chungyampin Vice Chairman3. Mr. Silchai Kiatpapan Director4. Ms. Nitida Thamasoontra Director5. Mr. Chong Mang Yong Director6. Mr. Viriya Pholpoke Director7. Dr. Chaiyod Bunyagidj Independent Director and Chairman of the Audit Committee8. Mr. Sern Vithespongse Independent Director and Audit Committee member

*9. Ms. Sasitorn Phongsathorn Independent Director and Audit Committee member *Note : Ms. Sasitorn Phongsathorn was appointed to the Board effective November 17, 2005

Directors authorized to sign and bind the company:Directors authorized to sign and bind the company are Mr. Pised Chungyampin together with

Mr. Chia Song Heng or Mr. Silchai Kiatpapan or Miss Nitida Thamasoontra or Mr. Chong Mang Yongconstituting 2 signatures with the companyûs seal affixed.

Scope of authority of the Board of Directors1.1 The Board of Directorûs functions

The Board of Directors shall act to ensure maximum benefits toward the conduct ofthe companyûs business by using its knowledge and experience to the fullest capability.It shall conduct its role according to the companyûs memorandum of association andbylaws with due care and discretion to protect the rights of and be responsible tothe shareholders.

1.2 Establishing the companyûs objectives, business direction and policyThe Board is charged with the setting of appropriate policy and business direction ofthe company except the policy or business direction which requires shareholdersû approval.

1.3 Appointment and Supervision of the Executive CommitteeThe Board is empowered to appoint a committee consisting of directors to act as anExecutive Committee to manage on its behalf. In this respect the Board of Directors at itsmeeting 1/2003 held on 29th August 2003 resolved to appoint an Executive Committeeand clearly established its scope, power and duties. The Board of Directors will beresponsible for the supervision to ensure that the Executive Committee effectively follows the approved policy.

24

1.4 Appointments and delegation of authority to other persons.

The Board of Directors may appoint any other person to conduct the companyûs business

under its supervision or it may delegate authority to the said person as it deems appropriate.

The time period of this delegation shall be set as the Board deems appropriate

and the Board may rescind, remove, alter or modify such delegation. Such appointment or

delegation shall fall under the following rules:

(1) Any appointment and authority delegation shall not be bestowed on person(s) with

a vested interest in or is in conflict with the company or its subsidiaries.

(2) Person(s) so appointed and delegated shall not be able to approve transactions that

involve themselves or persons that may be in conflict with, possessing vested interest

in or having any other potential conflict of interest against the company or its subsidiaries

(3) Appointment and delegation must be accompanied by a clear establishment

of scope of authority, duty, and responsibility and must be in accordance with the

resolution of the Board of Directors meeting attended by independent directors or

members of the audit committee. In the case that such delegation of power is

objected to by a member of the independent director or an audit committee

member such objection shall be clearly recorded in the minutes of the meeting.

2.) The Executive CommitteeAs of 31st October 2005 the company has 4 executive committee members.1. Mr. Pised Chungyampin Chairman of the Executive Committee2. Mr. Chia Song Heng Vice Chairman of the Executive Committee3. Mr. Silchai Kiatpapan Chief Operating Officer4. Ms. Nitida Thamasoontra Chief Financial Officer

Scope of duty and authority of the Executive Committee2.1 To propose for the Approval of the Board of Directors the followings:

Business objectives and direction.Business strategy and policy.Annual business plan and budget.Organizational structure and management profile including details on selection, training,recruitment and termination of employees.

2.2 Supervision and overseeing that the companyûs business operation follows the Boardûsapproved business strategy, policy and plan

2.3 Screening of business contractual obligations of the company, acquisition of assets orrights to be used to the benefit of the company. This includes the setting up ofnegotiating processes toward the closing of the said contracts.

2.4 Screening of fiduciary contracts, lending, borrowing and undertaking of guarantee bythe company.

2.5 Acting on contract amendment and termination in accordance with the ExecutiveCommitteeûs discretion.

2.6 To consider the profit and loss account of the company and the proposal of aninterim or annual dividend payment to the Board of Directors for approval.

2.7 To engage in any other action in order to support the above or as may be delegated

by the Board of Directors from time to time.

25

The foregoing duties and powers of the Executive Committee shall

be under the law and the companyûs bylaws. The Executive Committee

shall not have the authority to approve transaction that its members or

others may be in conflict with or possess a vested interest in or having

any conflict of interest against the company or its subsidiaries. Should

such a case arise the Executive Committee shall refer the case for

consideration by the Board of Directors.

Management:

9 executives comprise the senior management team:

1. Mr. Pised Chungyampin Chairman of Executive

Committee

2. Mr. Chia Song Heng Vice Chairman

3. Mr. Silchai Kiatpapan Chief Operating Officer

4. Ms. Nitida Thamasoontra Chief Financial Officer

5. Mr. Chokechai Vatcharanirunkul Senior Executive Vice President/

Event Marketing & Special Project

6. Ms. Supaporn Sawangjitt Executive Vice President/

Event Marketing I

7. Mr. Pornchai Tungsunawan Assistant Vice President/Strategic Marketing

8. Ms. Nareerat Jiamwattanasuk General Affairs Manager

9. Ms. Amara Banditakol Accounting Manager

3.) The Audit CommitteeIn fiscal 2005 there were 5 members of the audit committee.

1) Dr. Chaiyod Bunyagidj Chairman of the Audit Committee

2) Mr. Sern Vithespongse Audit Committee

3) Ms. Sasitorn Phongsathorn Audit Committee (Was appointed effective November

17, 2005)

4) Mr. Viriya Pholpoke Audit Committee (Resigned from audit committee

effective September 2, 2005)

5) Dr. Teerayout Wattanasupachoke Audit Committee (Was appointed effective September 2, 2005

and resigned from position effective October 31, 2005)

Ms. Nitida Thamasoontra serves as the secretary to this committee.

Scope of authority of the audit committee3.1 Review to ensure that the companyûs financial reports are correct and with adequate

disclosure. This is done through coordination with the external auditor and linemanagement tasked with the preparation of quarterly and annual financial reports.

3.2 Review to ensure that the company has an adequate and effective internal control andaudit process.

3.3 Review to ensure that the companyûs operation is in compliance with the lawsconcerning securities and the Security Exchange of Thailand (SET), the decrees of theSET or the laws pertinent to the companyûs business.

3.4 Selection of the companyûs auditor and set its remuneration to be proposed to thecompanyûs Board of Directors to be forwarded to the shareholders for appointment.

26

3.5 Release a complete and accurate disclosure of intercompany translations orother transactions that may be of conflict of interest in nature.

3.6 Preparation of the audit committeeûs report on its supervision of the companyûsoperation and to disclose this in the companyûs annual report under the signature ofthe committeeûs chairman.

3.7 Engage in any other functions as assigned by the Board of Directors.

2. Selection of Directors and Management ExecutiveThe selection of directors and management executives is not done through the selection

committee. This is done by the Board of Directors using the criteria as set forth in the code68 of the Public Company Act of 1992 and the relevant announcements of the SecuritiesExchange Commission (SEC) and The Stock Exchange of Thailand (SET). Additionally, consideration isgiven to the candidateûs experience, knowledge and ability before proposing to the shareholdersfor election as director.

As for executive management position the selection process by the Executive Committee usessimilar criteria and procedure for the selection process.

3. Directorsû Compensation(1) Monetary compensation

DirectorsMonetary compensation to directors in 2005 is in the form of meeting allowance, directorûs fee

and special bonus totalling Baht 3,988,871 as per the following details:

Name-Surname Position Total Compensation

(Baht/Year)

1. Mr. Chia Song Heng Chairman/Vice Chairman

of Executive Committee 135,000

2. Mr. Pised Chungyampin Vice Chairman/Chairman

of Executive Committee 135,000

3. Mr. Silchai Kiatpapan Chief Operating Officer/Director 135,000

4. Ms. Nitida Thamasoontra Chief Finance Officer/Director 135,000

5. Mr. Chong Mang Yong Director 135,000

*6. Ms. Phua Mui Hwa Director 93,871

7. Mr. Viriya Pholpoke Director 910,000

8. Dr. Chaiyod Bunyagidj Independent Director/Chairman of

the Audit Committee1,070,000

9. Mr. Sern Vithespongse Independent Director/Audit Committee 1,015,000

10. Ms. Sasitorn Phongsathorn Independent Director/Audit Committee 225,000

Total 3,988,871

*Note : 1. Dr. Teerayout Wattanasupachoke was appointed to replace Miss Phua Mui Hwa whoresigned. He became a member of the audit committee and independent directorreplacing Mr. Viriya Pholpoke who resigned effective 2 September 2005. Dr. TeerayoutWattanasupachoke resigned from his directorship effective 31 October 2005.

2. Ms. Sasitorn Phongsathorn appointed to the director, audit committee andindependent director replacing Dr. Teerayout Wattanasupachoke effective17 November 2005.

27

Management

In 2004 monetary compensation of Baht 26,659,488 was paid to 12 senior executives

in form of salary and bonuses. In 2005 this amount was Baht 27,229,091 paid to 9 senior executives

and 1 advisor.

(2) Other compensation.

-None-

4. Good Corporate GovernanceThe companyûs policy is for its member of the Board to comply with the regulations of listed

companies with respect to the duty and responsibility of directors. Subsequent to the companyûs

transformation to a public company, the Board of Directors and the Audit Committee together

established supervisory guidelines in overseeing the companyûs operation and to clearly define the

scope of authority of directors and management. This covers compliance to the law, memorandum

of the association, bylaws and the resolutions of the shareholders with honesty, integrity and utmost

care to ensure maximum benefits to the company. The directors are also charged with establishing

the companyûs policy and business direction and to ensure that the set policy is followed by

management.

With regard to the 15 practices of good governance established by the SET we would like to

report as follows:

1) Supervisory Policy

The companyûs policy is to ensure a consistent, stable and steady growth and to instill

confidence in investors and all concerned. The Executive Committee is charged with this supervisory

function. It is to function with due care, responsibility, expertise and effectiveness to ensure maximum

benefits to shareholders. This must be conducted in a transparent manner and subject to audit with

adequate disclosure to all parties concerned. It must ensure avoidance of conflicts of interest and

ensure that equal and equitable treatment is available to shareholders and to all parties concerned.

2) Rights of shareholders

Equal rights are given to all shareholders. The company sends all meeting announcements with

related information to all shareholders 7 days prior to the meeting date. The minutes of all meetings

are completely and accurately recorded for examination by the shareholders. Additionally,

shareholders are afforded equal opportunity in their audit of and question on the companyûs

operation and are encouraged to offer opinions and suggestions during each meeting.

3) Rights of parties with vested interest

The company recognizes the importance of each group as follows:

Employees: Equal and non discriminate treatment is afforded to all employees including

just compensation.

Suppliers: Trade practice and agreed contracts are honored with all suppliers.

Clients: Customers receive quality care and service from the company. Clientûs

information is treated in the strictest confidence. A complaint section or a

person is in place to receive a customerûs complaints and to provide an

immediate remedy and resolution.

28

Competitors: The company values a healthy competitive environment and avoids

dishonest and destructive practices in its business competition.

Community: Pico recognizes its responsibility to the community and strictly

adheres to the laws and regulations pertaining to the rights of people in

the community. We have participated with General Motors (Thailand)

and Chevrolet Sales (Thailand) in the construction of libraries for rural

schools. Todate, 2 libraries have been delivered to elementary schools :

Ban Rongdu School in Phetchabun and Ban Pho Noi School in Trang, with

14 more to be delivered in 2006 onward.

4) Shareholdersû Meeting

The shareholders are informed of a meeting by a notice. In the notice the date, time, place

and the various agenda to be considered will be clearly stated. During the meeting shareholders will

be encouraged to question and propose opinions and suggestions. Additionally, members of the

audit committee will attend the meeting to respond to questions.

5) Leadership and Vision

The companyûs policy is to have the Board of directors participate in (or consent to) the setting

of vision, strategy, mission, objectives, business plan and budget of the company. This includes the

supervision to ensure that management effectively carries out business plan and budget to the

maximum economic benefits to the company and the shareholders. Besides, the companyûs policy

is to clearly define the role and responsibility between directors and management so that each

phase of operation is transparent and subject to audit.

6) Conflict of Interest

The companyûs policy on potential conflict of interest incidents is to render the case to the

Audit Committee for an opinion to rule whether the case is a normal business practice and that the

price is fair. This will be further referred to the Board for its deliberation. In this connection, laws

pertaining to securities and SET, announcements, orders or decrees of the SET will be consulted and

strictly adhered to. Parties with vested interest in will not be able to vote in the deliberation of such

transaction.

7) Business Ethics

The companyûs policy mandates that all of its employees, managers and directors perform their

functions with honesty, integrity, highest degree of ethics and moral responsibility to create a fair

business environment with a sound and upright business conduct.

8) Non management directors

The members of the Board of Directors are elected so that no person or group of persons has

the sole authority in decision making. This is to foster effective management and provide a check

and balance within the company.

Executive committee Board members 4

Non executive committee Board members 5

Independent directors 3

The company has 3 independent directors or 1 in 3 of the total number of the Board of

Directors which is deemed to be an adequate representation. The independent directorûs

attributes are:

29

1. Less than 5% shareholding of outstanding shares in the company, subsidiaries jointventures or persons with potential conflict of interest (Including persons defined in code258 of the Securities and Exchange Act 1992)

2. Has no part in management and is not an employee, staff, salaried advisor or hascontrol of the company, subsidiaries and joint ventures. Is not considered to be aperson with a conflict of interest and must not have been involved in such conflictsduring the past year.

3. Has no business relation, benefits, vested interest direct or indirect in both monetaryor management of the company, subsidiaries, joint ventures. Is not connected topersons who may potentially be in such conflicts that will impair independence.

4. Is not a close relative of the management, major shareholders of the company,subsidiaries, joint ventures or persons who are in conflict against the company. Is notappointed as a proxy to look after the interest of directors and major shareholders

9) Separation of function/authorityThe Board of Directors has appointed an Executive committee to perform the various

tasks. The Board of Directors is responsible to monitor to ensure that this delegation is effectivelyexecuted. In this connection the chairman of the Board of Director shall be a different person fromthe chairman of the Executive Committee, so that a balance is maintained. Additionally, 3 auditcommittee members consisting of 3 independent directors are appointed to oversee theimplementation of the business plan and to ensure that there is no domination by the Executivecommittee or any other group of persons.10) Director and Executive Compensation

Director Compensation: The policy on director compensation is clearly and transparently set outwith the compensation closely following the industry's norm.

Compensation of Executive Committee members: This compensation is related to the overallcompanyûs performance and individual performance of each committee member. At present, thecompany does not have a sub-committee to determine individual compensation. However, there isa process to review and determine compensation using comparative compensation at similar sizedcompanies within the same industry. The companyûs and individual performance are also factored inthis determination.

30

11) Board of Directors meeting.

A minimum of one meeting is scheduled per quarter with additional meetings as needed.

Directors are informed in advance of the date, place and time of each meeting together with the

agenda and related documents. Directors may introduce additional agenda to the meeting and

are encouraged to express their opinions openly and freely. The companyûs secretary acts as the

recorder of the minutes and the preparation thereof. During the period ended, 6 meetings were held

as per the following details:

Name of the Board Total Attendance

of Directors BOD Meeting of 2005 Total

1. Mr. Chia Song Heng 5 5/6

2. Mr. Pised Chungyampin 6 6/6

3. Mr. Silchai Kiatpapan 6 6/6

4. Ms. Nitida Thamasoontra 6 6/6

5. Mr. Chong Mang Yong 5 5/6

6. Mr. Viriya Pholpoke 6 6/6

7. Dr. Chaiyod Bunyagidj 6 6/6

8. Mr. Sern Vithespongse 5 5/6

* 9. Ms. Sasitorn Phongsathorn 1 1/6

* Note Ms. Sasitorn Phongsathorn was appointed to the Board effective November 17, 2005

12) Sub committee

The Board of Directors appointed an Audit Committee consisting of outside independent

directors to assist in the supervision of the companyûs operation. The audit committee meets quarterly

and reports to the Board of Directors. In 2005, 4 meetings were held.

Total Attendance

Name of the Audit Committee Audit Committee Meeting Total

In 2005

1. Dr. Chaiyod Bunyagidj 4 4/4

2. Mr. Sern Vithespongse 3 3/4

* 3. Mr. Viriya Pholpoke 3 3/4

**4. Ms. Sasitorn Phongsathorn 1 1/4

* Resigned from the Audit Committee and Independent Director and remains as a member ofBoard of Directors of the Company effective 2 September 2005

** Appointed a member of Audit Committee on 17 November 2005

13) Internal control and internal audit.The company maintains an adequate internal control process commensurate with

its business activity. The process is constantly reviewed and improved. Management has auditedto ensure that rules and regulations are effective and adhered to. The internal controlprocess and mechanisms are constantly evaluated in line with the growth of and changes inthe organization.

31

14) Investor RelationThe Directors are well aware that financial and non financial information are critical

to investorûs decision to invest in the company. The companyûs policy is for managementto consistently disclose complete and accurate data and information in a timely fashion to potentialinvestors. Management is committed to disclosure and is fully cognizant of its significance. There is noplan in the near future to establish an investor relations department in the company. This is currentlyassigned to the group head in charge of finance and accounting who will liase with shareholders,securities analysts and concerned regulatory agencies.

5. Insider information supervisionA policy is established so that inside information is not to be used for personal gain.

This covers spouses and minor children of employees. The details are as follows:1) Ensure that all members of management in every department are informed of their

responsibility to report their stockholding and the penalties for failure to comply in accordance withThe Securities and SET Act of 1992 and the regulations of the SET.

2) The companyûs policy is to allow senior management to disclose only minimal internalinformation to staff so as to permit the conduct of operation. Additionally members ofmanagement are prohibited to use insider information in the trading of the companyûs stock.

6. Personnel1) Litigation/Legal disputes

-None-2) Number of staff:

There are a total of 202 employees in Pico and subsidiaries as of 31st October, 2005as per following details:

- Pico (Thailand) Public Company Limited 94 persons- Px System Company Limited 67 persons- Artcom Graphic Company Limited 33 persons- Multi Designs Company Limited 8 persons

Total 202 persons

32

As for Pico Thailand alone the breakdown is as follows:

- Management 9 persons

- Operation Department 9 persons

- General Affairs Department 14 persons

- Finance and Account Department 9 persons

- Event Marketing Department 43 persons

- Exhibition and Museum Departments 10 persons

Total 94 persons

3) Compensation

A total of Baht 67.59 million was paid as compensation in salary and bonuses in 2004 and Baht

78.13 million in 2005. The company contributes 3% of salary into a provident fund with matching

amount by employees. Employees are eligible to receive the benefits according to the time of

service ranging from 30%, 50% and 100% for 2, 3 and 5 years of service respectively.

4) Human Resources Development.

The company places the highest value on its human resources on which future growth is

dependent. It is committed to recruit, train and maintain its talent through training and equitable

compensation as follows:

1) Recruit the most talented, capable and creative mind.

2) Ensure that the compensation and benefits package is attractive, competitive and equitable.

3) Commitment to career development of staff to his/her maximum potential.

4) Commitment to continuing training programs.

5) Commitment to and promotion of a team spirit so that employees work together as

a team at all levels.

In human resources development a continuing training program and courses both

internally and externally are firmly established for all levels of management. Some of these are

courses in project management, teamwork building, leadership skills and programs for middle

and senior management such as managerial leadership workshop and synergistic teamwork.

Overseas training (Golden hammer and Golden image courses) and visits to our affiliates

are also regularly provided.

The company is committed to an ongoing review of its benefits program to ensure that

it is a competitive employer in the market. These include hospitalization, allowances for uniforms,

meals, telephones and per diem.

Additionally, an outside consultant (SRI Consultant) was commissioned to review, design

and improve the human resources management. An operation manual was completed and

implemented covering job description and evaluation, position classification, performance

appraisal, salary structure, career path, succession plan short and medium term HR plan and

a training road map. For 2006 a new performance appraisal process using clearly defined key

performance indicators and core competency review process will be implemented to ensure

of a measurable and standardized evaluation criteria. This will lead to a more effective career path

planning and equitable compensation program.

33

Shareholding Structure

1. Stock of the companyThe company has a registered capital of Baht 115,000,000 with Baht 114,999,980 paid up divided

into 114,670,000 common shares and 330,000 preferred shares at Baht 1 par value.

Rights of common and preferred shares

With respect to receipt of dividend payment, the companyûs bylaws establish no

difference in rights between common and preferred shares. In voting rights, preferred shares

will be subordinated to common shares. 10,000 preferred shares will count as 1 vote whereas one

common share equals one vote.

2. ShareholdersList of 10 top shareholders as of 31 October 2005

Items Shareholder Share amount Portion (%)

1. Pico Art International Pte., Ltd. 34,500,000 30.09

2. Mr. Pised Chungyampin 29,003,138 25.29

3. Thai NVDR Co., Ltd. 3,685,761 3.21

4. DBS VICKERS SECURITIES (SINGAPORE) PTE., LTD. 2,766,900 2.41

5. Mr. Supawit Wattanphan 1,672,600 1.46

6. Mr. Suwiphan Ditsayamolthon 1,640,138 1.43

7. Mr. Pipit Pichaisorathat 1,600,000 1.40

8. Mr. Silchai Kiatpapan 1,407,677 1.23

9. Miss Jintana Karnchanakamnerd 1,273,185 1.11

10. Mr. Niphan Treejedlarp 1,271,000 1.11

Total 78,820,399 68.74

3. Dividend PolicyProvided that there are no other needs such as major business expansion or an investment plan,

the policy is to pay out 40% of net profit after taxes. With regard to the 3 subsidiaries PX System,

Artcom Graphic and Multi Designs, the policy is the same at 40% of net after taxes provided that

there are no business expansion needs.

34

Business Objectives

Transparency and Governance

Social Responsibility

Pico is committed to consistent quality and excellence as defined by the ISO 9002, ISO

9001:2000, under a management that is transparent to the clients, investors and staff. Since inception

we have paid utmost attention to :

1) Maximize returns to our investors.

2) Create value with measurable results to services rendered to our customers.

3) Value the contribution of our employees with a fair compensation and benefits, which will

enhance our ability to recruit future talents.

4) Be a good corporate citizen with a strong commitment to social responsibility.

Pico is committed to transparency in its business conduct. A rigorous internal control process has

been implemented and strictly adhered to. As a listed company it closely follows the regulations of

the SET specifically with the rights of investors, frequent transparent and timely disclosures. These are

factors that will lead to credibility and success of the operation.

All community members are equally important to Pico whether they be the clients, trade

partners or the community at large. As a good corporate citizen we value a fair and equal treatment

to all in the community.

OUR O

BJEC

TIVES

35

Market and CompetitionOUR EN

VIR

ONM

ENT

The market for the event and exhibition is estimated to be valued at Baht 7,000 million in 2004

(excluding trade transacted in the exhibition) and growing at 20% per annum. This expansion is

estimated to be at 15% in 2005 due to the economic slowdown and market maturity.

The government sector business is expected to play a significant role. The government

is expected to showcase its achievements, increase its public relations drive on its mega projects,

boost the tourism prospects following the disastrous tsunami and the southern unrest. This type of

communication is widely recognized as most effective, soliciting a high consumerûs response and

providing a good reach to the public. In the private sector, intense market competition in traditional

media channels also led to an increase in çbelow the lineé advertising like event marketing.

The market is characterized by high degree of competition with small and large operators andmultinationals competing for the business. As one of the top five players, with a proven track recordof over 25 years, Pico is in an excellent position to grow with the market Our extensive networkcovering 26 countries, access to market information and a well established clientûs base will furtherenhance our market opportunities.

Research and DevelopmentOur distinct advantage is the ability to tap the resources of Picoûs worldwide network for

the Thai market. We are committed to the human capital development and encourage our staff

to visit the various trade exhibitions in and out of Thailand so that they are always kept abreast

of the industryûs latest development and trend.

36

Future PlanAt Pico we constantly search for new market opportunities and business alliances to strengthen

our position and to ensure a stable growth. The potential projects in the foreseeable future are

summarized as follows:

A joint venture with synergistic service providers that will be mutually beneficial. In this regard

we have executed memoranda of understanding with BEC Tero Entertainment Public Co., Ltd.

and Asia Congress Events Co., Ltd. specifically to form an operation targeting niche

and specialized businesses that can be more effectively tapped by the collaboration

of resources.

An alliance with leading multinational designers in order to raise our capability and

qualifications in the exhibition and various communicative creations in the museum and

learning centers. This will result in the transfer of technology and know how and prequalify us

for greater opportunities in future projects.

To open a regional branch office to capture additional businesses pertaining to the Governmentûs

plan to develop Thailand and cities like Chiang Mai to become a hub for the convention and

exhibition business.

37

Pico firmly believes that the event marketing and trade exhibition business have a strong growth

potential that can lead to additional opportunities. Our policy is to extensively expand our investment

in businesses that are connected to our main product line. We are presently studying

several possibilities and are in the process of planning our human resources and managerial

staff allocation accordingly.

38

Despite the surging oil prices, and the drop in tourism from the tsunami disaster the Thai economy

looks set to record a 4.5-4.7% growth in 2005. The growth reflects the resiliency of the Thai

economy and successful government policies to counter the externally imposed conditions. The

country took the initiative to float the oil prices which will lead to effective energy saving and

smoother adjustment process for future increases. The banking and financial sectors appear to have

recovered from the crisis of 1997 and are attuned to more effective risk management. Energy

costs have driven up the inflation rate and eroded consumer spending with resultant interest rate

hikes. However, with overall high liquidity in the market the hikes have not significantly hampered

consumer spending and investment. The balance of trade deficit and current account shortfalls are

not expected to be problematic as the majority of the imports are capital goods and raw products

for the industrial sector. The Baht has been relatively stable in 2005 and its free float will ease future

adjustment processes.

Outlook for 2006 continues to be one of optimism. High energy prices have stabilized but will

slightly erode consumerûs confidence and spending pattern. On a brighter note, the governmentûs

stability, having been returned with an unprecedented landslide, will ensure that its supportive policies

will prevail. To counter the expected consumption decline the government will further jumpstart the

economy by accelerating the disbursement of its approved fiscal budget. Additionally the

announced spending in mega infrastructural projects over the next 4 years will further boost

investment. Key industrial sectors such as automobile, banking, telecommunication and media

are expected to continue to do well in 2006.

The governmentûs strategy to position Thailand as the regionûs exhibition hub for 2006 will

positively impact our groupûs business. A specific vehicle, Thailand Convention and Exhibition Bureau

(TCEB) was established with the responsibility to develop the MICE (Meeting, Incentive, Convention

and Exhibition) related businesses with the goal of putting Thailand as the center for international

conferences and trade exhibition. Moreover, the government has established the National Discovery

Museum Institute as another specific public organization responsible to develop and establish

countrywide museums and permanent exhibitions to showcase the nationûs arts, cultural heritage and

achievements. This will open new opportunities for Pico given our extensive experience and

the expertise of our partners locally and abroad.

The Thai Economy 2005and Trends for 2006

40

Risk Factors

Risks that may have an impact on the companyûs operation are summarized as follows:1. Oil price fluctuation

The steady rises in oil prices from the second quarter of 2005 adversely impacted economic

growth throughout the world and created an inflationary trend in all costs of goods and services. At

Pico the risks are assuaged through a careful review of our planned capital investment, which is

closely monitored once implemented

2. The communicable diseases pandemicCommunicable diseases like the bird flu and SARS for which no effective treatment or vaccines

are available are spreading almost uncontrollably and may adversely impact international travel and

result in quarantine. The world community appears to be committed to the halt of the spread of the

diseases with the bird flu very much under control in Thailand. This risk is valid although the direct

effect on the Thai economy is not extensive.

3. TerrorismRisks associated with terrorism are twofold, from cross border terrorism to the troubles in the restive

south of Thailand for which no solutions are in sight. Fortunately this will have no impact on Picoûs

immediate business as only a nominal income is derived from the area.

These risks can, understandably, create an immediate shock effect to the economy. However, it

is believed that our core business of event marketing will continue to be the best value communica-

tion tool in business/marketing.

4. Creative and Technological obsolescenceIn the product promotion business, customerûs acceptance comes from the ability to create and

retain the brand perception in the consumerûs mind. Latest technology and know how are the keys

success factors. Picoûs strengths in this area are from its affiliation with the extensive Pico network and

the ability to source latest and state of the art technology and know how to complement its local

knowledge.

41

5. Customerûs Budget AllocationIn todayûs business, intense competitive pressure calls for clientsû frequent revisions of promotional

budgets to conform with changing conditions in order to maintain market leadership. This risk is faced

by all in the industry and not just Pico. Picoûs over 2 decades of experience has given it a thorough

understanding of the market and an organization that is flexible and quick to adjust and cope with

the changing situation.

To further soften the impact of these risks, Pico has broadened its customer base by going after

the non traditional sectors such as financial, insurance and energy industry. Government museum

and related installations are also being targeted as new businesses to offset the seasonality of the

traditional commercial business.

42

OUR A

CHIEV

EMEN

TS

1) Summary of auditorûs opinionThe past unqualified opinion of the auditor for the 5 years between 2001 to 2005 confirms that the

companyûs financial statements, operating results and accompanying cash flows conform materially

to the generally accepted accounting principles.

Fiscal Certified Public Auditorûs Office Registration Auditorûs

Year Accountant (Thailand) No. opinion

2005 Somporn Dulyavit Deloitte toucheû Tohmatsu Jaiyos Co., Ltd. 3709 Unqualified





2) Summary of operating results and financial standingSummary of Picoûs operating results and financial condition for 2003 to 2005 are as follows:

Thousand Baht

Consolidated Company

2005 2004 2003 2005 2004 2003

Total Revenue 720,220 642,003 449,337 626,313 559,861 388,232

Total Expenses 662,664 578,015 401,250 575,901 503,089 344,670

Net Income 41,702 41,167 30,142 41,702 41,167 30,142

Earnings per share 0.36 0.39 0.89 0.36 0.39 0.89

Weighted average no. of

ordinary shares (Thousand shares) 114,670 102,652 33,741 114,670 102,652 33,741

Total Assets 429,237 369,983 235,154 391,816 337,191 214,274

Total Liabilities 144,869 125,998 113,206 116,413 100,534 97,975

Total company shareholderûs equity 284,368 243,986 121,948 275,403 236,657 116,299

Book value per share (Baht) 2.48 2.38 3.61 2.40 2.31 3.45

No. of shares issued and outstanding

as at year end (Thousand shares) 115,000 65,000 15,000 115,000 65,000 15,000

Remarks : - Fiscal year of the company October 31

- In 2005 there are 330,000 preferred shares and 114,669,980 common shares both at Baht

1 par value

- The comparison of earning per share and book value per share 2004 and 2005

based on weighted average number of shares

Operating Results and Financial Standing

43

Pico (Thailand) Public Company Limited

Balance Sheets

As at October 31

Thousand Baht

Consolidated The company only

2005 2004 2003 2005 2004 2003

Assets

Current assets

Cash and cash equivalents 55,669 73,682 34,728 28,238 54,372 22,695

Current investments 76,467 21,561 1,740 75,014 20,119 308

Trade account receivables, net

Related parties 6,398 4,512 5,518 6,278 4,350 5,183

Others 104,102 94,867 72,026 84,912 75,443 63,557

Trade accounts receivable, net 110,500 99,379 77,544 91,190 79,793 68,740

Amounts due from related parties 20 81 191 701 707 2,289

Short-term loan to a related party - - - - 300 250

Inventories 271 556 401 271 556 401

Other current assets

The gross amount due from

customers for contract work 73,197 87,180 41,210 69,253 85,713 37,308

Others 20,364 14,096 10,074 18,307 15,917 8,901

Total current assets 336,488 296,535 165,888 282,974 257,477 140,892

Non-Current Assets

Deposits at banks used as collateral 810 2,810 2,500 - 2,000 2,000

Investments using the equity method 5,608 5,502 5,061 33,319 26,215 22,979

Other long-term investment 930 480 120 - - -

Property, plant and equipment, net 82,509 61,432 61,388 72,726 48,421 48,243

Other non-current assets 2,892 3,224 197 2,797 3,078 160

Total Non-current Assets 92,749 73,448 69,266 108,842 79,714 73,382

TOTAL ASSETS 429,237 369,983 235,154 391,816 337,191 214,274

44


Balance Sheets (Continued)

As at October 31

Thousand Baht


2005 2004 2003 2005 2004 2003

Liabilities and Shareholderûs Equity

Current Liabilities

Trade accounts payable

Related parties 1,727 1,344 3,619 4,358 5,984 6,765

Others 80,817 68,093 48,693 64,246 52,523 40,803

Total trade accounts payables 82,544 69,437 52,312 68,604 58,507 47,568

Current portion of long term debt - - 3,571 - - 3,571

Current portion of obligations

under hire-purchase agreement 1,831 1,731 2,049 1,830 1,731 1,221

Amount due to related parties 4,536 7,142 5,274 4,573 7,136 5,274

Other current liabilities

Accrued expenses 24,626 23,143 20,209 17,328 18,105 16,833

The gross amount due to customers

for contract work 9,144 5,696 4,680 5,455 1,905 672

Deposits received from customers 644 32 238 644 32 238

Dividend payable - 1,307 - - - -

Others 17,386 15,509 17,489 13,821 11,117 15,214

Total Current Liabilities 140,711 123,997 105,822 112,255 98,533 90,591

Non Current Liabilities

Long term debt - - 6,250 - - 6,250

Obligations under hire-purchase

agreement 4,158 2,001 1,134 4,158 2,001 1,134

Total Non-current Liabilities 4,158 2,001 7,384 4,158 2,001 7,384

Total Liabilities 144,869 125,998 113,206 116,413 100,534 97,975

45


Balance Sheets (Continued)

As at October 31

Thousand Baht


2005 2004 2003 2005 2004 2003

Shareholdersû Equity

Share Capital

330,000 preferred shares

of Baht 1 each 330 330 330 330 330 330

146,700,000 ordinary shares

of Baht 1 each - - 14,670 - - 14,670


of Baht 1 each - - 50,000 - - 50,000


of Baht 1 each - 64,670 - - 64,670 -


of Baht 1 each 114,670 - - 114,670 - -

115,000 65,000 65,000 115,000 65,000 65,000

Issued and paid-up share capital

330,000 preferred shares

of Baht 1 each, fully paid 330 330 330 330 330 330


of Baht 1 each, fully paid - - 14,670 - - 14,670


of Baht 1 each, fully paid - 64,670 - - 64,670 -


of Baht 1 each, fully paid 114,670 - - 114,670 - -

115,000 65,000 15,000 115,000 65,000 15,000

Additional Paid-in Capital

Premium on ordinary shares, net 101,250 101,250 - 101,250 101,250 -

Land Revaluation Surplus 27,917 9,217 9,217 27,917 9,217 9,217

Retained Earnings

Appropriated

Legal reserve 7,150 5,065 3,007 7,150 5,066 3,007

Unappropriated 24,086 56,124 89,075 24,086 56,124 89,075

Total company shareholdersû

equity 275,403 236,656 116,299 275,403 236,657 116,299

Minority Interest 8,965 7,329 5,649 - - -

Total shareholdersû equity 284,368 243,985 121,948 275,403 236,657 116,299

Total Liabilities and Shareholdersû

Equity 429,237 369,983 235,154 391,816 337,191 214,274

46


Statements of Income

For the years ended October 31

Thousand Baht


2005 2004 2003 2005 2004 2003

Revenues

Revenues from the rendering of services 716,499 639,065 447,098 611,994 547,347 380,526

Other income 3,278 2,094 1,916 4,216 4,042 4,356

Share of profits from investments

using the equity method 443 844 324 10,103 8,472 3,350

Total revenues 720,220 642,003 449,338 626,313 559,861 388,232

Expenses

Cost of the rendering of services 533,995 466,926 323,149 472,309 413,384 282,526

Selling and administrative expenses 128,669 111,089 78,101 103,591 89,705 62,143

Total expenses 662,664 578,015 401,250 575,900 503,089 344,669

Income Before Interest Expenses

and Income Tax 57,556 63,988 48,088 50,413 56,772 43,563

Interest expenses (318) (1,653) (1,606) (318) (1,611) (1,449)

Income tax (12,899) (17,980) (14,795) (8,393) (13,994) (11,972)

Income After Income Tax 44,339 44,355 31,687 41,702 41,167 30,142

Net Income of Minority Interest (2,637) (3,188) (1,545) - - -

Net income 41,702 41,167 30,142 41,702 41,167 30,142

Basic earnings per share 0.36 0.39 0.89 0.36 0.39 0.89

Weighted average number of ordinary

shares 115,000 102,652 33,741 115,000 102,652 33,741

47


Statements of Cash Flows


Thousand Baht


2005 2004 2003 2005 2004 2003

Cash flows from operating activitiesNet income 41,702 41,167 30,142 41,702 41,167 30,142Items to reconcile net income to net

cash flows from operating activities:

Depreciation and amortization 11,776 11,504 9,710 6,349 5,975 4,914Doubtful accounts and bad debt 1,406 1,969 217 702 1,651 -(Gain) loss on sale of fixed assets (1,020) 7 (647) (263) (30) (543)Loss on writing off of fixed assets 310 32 994 288 5 502Unrealized gain on exchange rate - 1 - - 1 -Loss on sales of investment in

trading securities (18) (62) (48) - (42) (48)Dividend received from investments

using the equity method 337 403 225 6,303 1,932 900 Share of profits from investments

using the equity method (443) (844) (324) (10,102) (8,472) (3,350)Net income of minority interest 2,637 3,188 1,545 - - -

Income from operations before changesin operating assets and liabilities 56,687 57,365 41,814 44,979 42,187 32,517

Operating assets (increase) decreaseCurrent investment - investment

in trading security - - (127) - - (127)Trade accounts receivable (12,403) (23,741) (15,499) (11,992) (12,661) (16,390)Amounts due from related parties 61 111 (148) 5 1,583 (1,016)

Inventories 285 (155) (123) 285 (155) (123)The gross amount due from

customers for contract work 13,982 (45,970) (17,193) 16,461 (48,405) (14,972) Other current assets (6,267) (4,022) (1,258) (5,693) (3,712) (1,143) Other non-current assets 519 (1,734) 200 476 (1,727) -Operating liabilities increase (decrease)

Trade accounts payable 13,106 17,124 20,989 10,096 10,939 24,415 Amounts due to related parties (2,606) 1,866 1,958 (2,563) 1,860 1,958

Accrued expenses 1,483 2,934 5,965 (778) 1,272 6,096The gross amount due

to customers for contract work 3,448 1,017 2,921 3,550 1,233 (812) Deposits received from customers 612 (206) (3,404) 612 (206) (3,404) Other payable - (4,682) 4,682 - (4,682) 4,682

Other current liabilities 1,171 2,499 (4,402) 1,862 237 (5,289)Net cash provided by (used in)

operating activities 70,078 2,406 36,375 57,300 (12,237) 26,392

48


Statements of Cash Flows (Continued)


Thousand Baht


2005 2004 2003 2005 2004 2003Cash flows from investing activitiesCash received from deposit at bankused as collateral 2,000 - 5,000 2,000 - 5,000

Cash payment from deposit at bankused as collateral - (310) - - - -

Cash payment for purchases offixed assets (10,645) (7,141) (6,326) (7,872) (1,509) (4,301)

Cash payment for purchaseof software (328) (1,355) - (325) (1,244) -

Purchase of investmentin other company (450) (610) - - (250) -

Cash paid for fixed assets - - (3,922) - (3,922)Cash received from sale of investmentin trading security - 197 - - 197 -

Repayment from short-term loanto a related party - - - 300 250 -

Repayment from short-term loans toother companies - - 1,700 - - 1,700

Cash received from sale of fixed assets 1,992 97 1,515 806 61 1,304Cash received from sale of investmentin other company - 250 - - 250 -

Cash payment for short-term loanto a related company - - - - (300) -

Net cash used in investing activities (7,431) (8,872) (2,033) (5,091) (2,545) (219)Cash Flows from Financing ActivitiesBank overdrafts increase (decrease) - - (14) - - (14)Cash payment for loans from directors - - (1,900) - - -Cash received from long-term loanfrom financial institution - 5,000 - - 5,000 -

Proceed from issuance of share capital - 151,250 - - 151,250 -Cash payment for obligations underhire-purchase agreements (1,793) (3,730) (3,683) (1,793) (2,902) (2,128)

Cash payment for long-term loan - (14,821) (3,571) - (14,821) (3,571)Dividends paid (21,655) (72,060) (5,000) (21,655) (72,060) (5,000)Dividends of subsidiary paid tominority shareholders (2,307) (201) (101) - - -

Net cash provided by (used in)financing activities (25,755) 65,438 (14,269) (23,448) 66,467 (10,713)

Net increase in cashand cash equivalents 36,892 58,972 20,073 28,761 51,685 15,460

Cash and cash equivalents balanceas at beginning 95,243 36,271 16,198 74,491 22,806 7,346

Cash and cash equivalents balance

as at ending 132,135 95,243 36,271 103,252 74,491 22,806

49

Comparative financial Ratios 2003-2005

Financial Ratios


2005 2004 2003 2005 2004 2003

Liquidity Ratios

Current ratio (time) 2.39 2.39 1.57 2.52 2.61 1.56

Quick ratio (time) 1.72 1.57 1.08 1.74 1.58 1.01

Cash current ratio (time) 0.53 0.02 0.38 0.54 -0.13 0.33

Trade payables turnover (time) 6.65 7.22 6.39 7.03 7.37 6.28

Receivables turnover (days) 54.16 51 57 51 49 58

Profitability Ratios

Gross operating profit (%) 25.47% 26.94% 27.72% 22.82% 24.47% 25.75%

Operating profit (%) 8.03% 10.01% 10.75% 8.24% 10.37% 11.45%

Net profit (%) 5.82% 6.44% 6.74% 6.81% 7.52% 7.92%

Net Return on shareholdersû equity,

(ROE) (%) 15.79% 22.50% 28.39% 16.29% 23.33% 29.77%

Operating Efficiency

Return on Assets (%) 10.44% 13.61% 14.27% 11.44% 14.93% 15.82%

Return on Fixed Assets (%) 57.94% 67.04% 47.04% 68.84% 85.17% 61.63%

Assets Turnover (time) 1.80 2.12 2.13 1.71 2.03 2.04

Key Financial Indicators

Leverage (Debt to Equity) (time) 0.51 0.52 0.93 0.42 0.42 0.84

Interest Coverage (time) 262.16 38.70 29.95 207.58 35.26 30.07

Book Value per share (baht) 2.48 2.38 3.61 2.40 2.31 3.45

Earning per share (EPS) (baht) 0.36 0.39 0.89 0.36 0.39 0.89

50

3) Explanation

Operating Results

A slight decline in the turnover growth rate for 2005 is due principally to the sudden and continued

oil price rises. The resultant inflationary trend was compounded by the bird flu scare and the unsolved

southern unrest causing consumers to withhold their spending and advertisers to review their budget.

However, we were successful in raising our total revenue by 12.2% to Baht 720.2 million with a net

income after taxes of Baht 41.7 million or an increase of 1.3% over that of 2004.

Income from services rendered

Income from services rendered amounted to Baht 716 million or an increase of 12% over the

previous year. With the exception of the third quarter we recorded a steady expansion in all business

segments. The oil çshocké effect was sudden and affected the entire industry during the seasonally low

season in the third quarter. Breakdown of our revenue by segments is as follows:

1) Event marketing activities Baht 254 million, an 18% increase.

2) Trade exhibition business Baht 250 million, an 11% decline.

3) Museum exhibition Baht 103 million, a 73% increase.

4) Others, such as the erection of large air-conditioned tents, billboards and interior design Baht

110 million, a 31% increase.

Income for services rendered to most business segments continued on the upward trend.

The governmentûs big ticket museum display especially registered a substantial increase in line with our

marketing thrust for this business segment which will become a consistent and non seasonal revenue

source. Income from trade exhibition recorded a slight decline due to the abrupt cancellations

of several projects as after effect of the çoil shocké.

Gross Profit Margin

Our gross profit margin is normally at 15-35% of revenues from the services rendered depending

on the business segment. Complexity of work, clientûs budget size and the intensity of competition in

the securing of the contract are factors that determine the gross profit margin. Our gross profit

margin decline in 2005 is due primarily to the increased costs related to the oil price rises that

we were not able to pass on to customers under fixed price contracts.

Selling, General and Administration Expenses

This expense increased by 16% to Baht 129 million as we substantially invested in our human

resources and improvement to our organizational structure and operating system to accommodate

expected future growth and diversification into other related areas.

Net Income

Based on the foregoings our consolidated net income increased nominally to Baht 41.7 million.

51

Financial Standing

Our consolidated assets stood at Baht 429 million with 78% in current assets and 22% non current

assets.

Our land and buildings were revalued as per periodic requirement in 2005 and resulted in a Baht

19 million increase in value. This increase translated directly to our net worth resulting in an improved

capital fund.

Net Worth

With the increase in net worth as described above to Baht 284 million. Total liabilities, consisting

mostly of short term trade obligations, our respectable debt to equity of 0.5 was maintained as of fiscal

year end.

Liquidity and internal cash generation

Our internal cash generation continued to be strong despite the increased turnover. The operating

needs from increased receivables extension was adequately matched by the lengthening of trade

payables. The internal operation generated cash was adequate to cover the office renovation and

improvement in information technology and dividend payment with no outside borrowing needed.

The operation continues to remain debt free.

As at fiscal year end our liquid assets of Baht 132 million was in the form of Baht 56 million in cash

and cash equivalents, and Baht 76 million investments in short term government bonds, Bank of

Thailandûs bonds and certificate of deposits at finance companies.

We recognize the need for a strong working capital in business expansion. For 2005 we were able

to maintain our current position at 2.4 which will put us in a strong financial position and a leverage in

our business conduct as we pursue new businesses.

Contingent obligations

As at October 31, 2005 the contingent obligations stood at Baht 47 million an increase

of Baht 24 million. This is due primarily to the increased performance bonds issued by our bankers for

works tendered under our government business.

52

Name / Office / Telephone No. / Fax No.

Registrar Common Share Thailand Securities Depository Co., Ltd.

Preferred Share Capital Market Academy Building,

The Stock Exchange of Thailand

2/7 Moo 4, (North Park Project)

Vibhavadi-Rangsit Road,

Km. 27, Tung Song Hong, Laksi,

Bangkok 10210

Tel. : (66) 2596-9000

Fax : (66) 2832-4994 to 4996

Auditor Ms. Somporn Dulyavit

Certified Public Accountant No. 3709

Deloitte Toucheû Tohmatsu Jaiyos Co., Ltd.

Rajanakarn Building, 25th Floor,

183 South Sathorn Road,

Yannawa, Sathorn,

Bangkok 10120

Tel. : (66) 2676 - 5700

Fax : (66) 2676 - 676 5757 to 8

Legal Advisor Dharmniti Law Office

4th floor, Nai Lert Tower,

2/4 Wireless Road,

Lumphini, Pathumwan,

Bangkok 10330

Tel. : (66) 2252-1260

Fax : (66) 2252-1104

Financial Advisor - None -

References

53

Inco

me

from service

provide

d to

compa

nies

with

com

mon

majority

shar

eholde

rs. This is

due

to the

polic

y to

leve

rage

the

exten

sive

netw

ork

of the

com

pany

to

prov

ide

an in

tegrat

ed service

to

clients.

Service

char

ges ar

e

compu

ted

on a

cos

t plus

bas

is

cons

isten

t with

the

met

hod

char

ged

othe

rs. The

tra

nsac

tions

are

therefore

norm

al tra

de

trans

actio

ns.

1. R

even

ues fro

m the

Pico

Art

Internat

iona

l Pte.,

Ltd.

Major Sha

reho

lder

3,13

3,98

9 4,13

8,09

4

ren

derin

g of service

s Pico

Art

Exhibitio

n Inc.

Same

Ultim

ate

Holding

Com

pany

73

,666

-

Visualsp

ace

Tech

Internationa

l Pte.,

Ltd.

Same

Ultim

ate

Holding

Com

pany

-

345,00

0

Pico

Interna

tiona

l Taiwan

Ltd

. Sa

me

Ultim

ate

Holding

Com

pany

-

508,14

6

Pico

Interna

tiona

l Ltd

. Sa

me

Ultim

ate

Holding

Com

pany

2,59

6,58

3 1,75

0,29

3

Pico

Interna

tiona

l (M) Sd

n. B

hd.

Same

Ultim

ate

Holding

Com

pany

26

9,57

9 5,60

1,68

4

Pico

Interna

tiona

l (China

) Lim

ited

Same

Ultim

ate

Holding

Com

pany

2,05

3,52

8 2,01

7,69

1

Pico

(China

) Ltd.

Same

Ultim

ate

Holding

Com

pany

1,43

0,84

1 -

Pico

Hon

g Ko

ng Lim

ited

Same

Ultim

ate

Holding

Com

pany

72

1,95

7 2,16

4,19

4

Pico

Globa

l Service

s Lim

ited

Same

Ultim

ate

Holding

Com

pany

-

307,93

4

Pico

Interna

tiona

l (Dub

ai) L.L.C.

Same

Ultim

ate

Holding

Com

pany

-

304,39

3

PICO / V

TI B

eijin

g Sa

me

Ultim

ate

Holding

Com

pany

-

485,63

6

Pico

Paris

Same

Ultim

ate

Holding

Com

pany

-

597,29

0

Pico

Exh

ibition

(UK

) Ltd.

Same

Ultim

ate

Holding

Com

pany

71

4,86

0 58

3,41

1

Pico

Interna

tiona

l (HK

) Ltd.

Same

Ultim

ate

Holding

Com

pany

2,41

1,73

2 1,79

9,43

5

Mee

ting

Plan

ners

Internat

iona

l (HK

) Ltd.

Same

Ultim

ate

Holding

Com

pany

29

6,80

0 -

U-Re

nt C

ompa

ny Lim

ited

Associated

Com

pany

25

5,70

3 43

9,60

1

Inkje

t Im

ages

(Th

ailand

) Co., Ltd.

Assoc

iated

Com

pany

-

22,927

13,959

,238

21

,065

,729

Acc

ount

Com

pany

Relatio

nship

Tran

sact

ion

Value

(Bah

t)

Remar

ks20

05 2

004

1 Nov

. 04

-31

Oct

. 05

1 Nov

. 03

-31

Oct

. 04

Intercompany TransactionsDuring

the

year transac

tions w

ere

mad

e be

twee

n affiliat

ed c

ompa

nies

with

pric

es a

nd c

harges

levied

for m

erch

andise

s so

ld a

nd service

s rend

ered

.Th

e prices

and

cha

rges

con

stitu

ted

our no

rmal b

usines

s tra

nsac

tion

with

sub

sidiarie

s, joint ve

ntures

and

perso

ns w

ho m

ay b

e se

en a

s ha

ving

con

flicts o

finterest. T

he terms an

d co

ndition

s in the

se transac

tions a

re in

line

with

normal b

usines

s tra

nsac

tion. The

se transac

tions a

re d

isclose

d in the

notes

to

finan

cial

stat

emen

ts n

o. 2

0 as

of Octob

er 3

1, 2

005. D

etails

of transac

tions w

ith a

ffilia

ted

compa

nies

and

perso

ns d

escribed

abo

ve a

re a

s follo

ws:

54

Trad

e rece

ivab

les aros

e fro

m the

services

provide

d to c

ompa

nies

with

in the

group

(de

tails in

1).

Credit term

s ex

tend

ed to

compa

nies

with

com

mon

majority

shareh

olde

rs av

erag

e 60

-90

days

consisten

t with

normal trade

transac

tions, an

d no

rmal b

usines

s

term

s. The

refore the

se transac

tions

are

norm

al trade

transac

tions.

2. Trade

acc

ounts

Pico

Art

Internat

iona

l Pte.,

Ltd.

Major Sha

reho

lder

98,375

67

9,11

0

rec

eiva

ble

Pico

Art

Exhibitio

n Sa

me

Ultim

ate

Holding

Com

pany

81

,382

-

Pico

Internationa

l (China

) Lim

ited

Same

Ultim

ate

Holding

Com

pany

-

701,10

9

Pico

Interna

tiona

l Taiwan

Ltd

. Sa

me

Ultim

ate

Holding

Com

pany

-

318,64

9

Pico

Internationa

l Ltd

. Sa

me

Ultim

ate

Holding

Com

pany

2,50

5,01

0 -

Pico

(China

) Ltd.

Same

Ultim

ate

Holding

Com

pany

1,53

1,00

0 -

Mee

ting

Plan

ners

Internat

iona

l (HK

) Ltd.

Same

Ultim

ate

Holding

Com

pany

31

7,57

6 -

Pico

Hon

g Ko

ng Lim

ited

Same

Ultim

ate

Holding

Com

pany

-

75,500

Pico

Interna

tiona

l (M) Sd

n. B

hd.

Same

Ultim

ate

Holding

Com

pany

20

2,85

0 -

Pico

Exh

ibition

(UK

) Ltd.

Same

Ultim

ate

Holding

Com

pany

-

624,25

0

Pico

Interna

tiona

l (HK

) Ltd.

Same

Ultim

ate

Holding

Com

pany

1,64

0,04

7 1,95

1,20

3

U-Re

nt C

ompa

ny Lim

ited

Assoc

iated

Com

pany

21

,732

15

6,40

5

Inkje

t Im

ages

(Th

ailand

) Co., Ltd.

Assoc

iated

Com

pany

-

5,62

8

6,39

7,97

2 4,51

1,85

4

Cos

t of service

s arise

s fro

m service

s

rend

ered

by

grou

p co

mpa

nies

.

Thes

e are

in a

ccorda

nce

with

the

compa

nyûs a

gree

men

t with

affilia

tes

to le

verage

the

spe

cialize

d ex

pertise

of P

icoû

s grou

p of c

ompa

nies

to

deliver a

n integrat

ed service

pack

age

to the

customer. Th

e

compa

ny c

an selec

t on

partic

ular

expe

rtise

of a

PICO c

ompa

ny w

ithin

the

grou

p. The

transpired

transac

tions a

re the

refore n

ormal

trade

practice

with

sim

ilar ch

arge

s

as w

ith o

thers ou

tside

the

grou

p.

3. C

osts o

f the

Pico

Art

Internat

iona

l Pte.,

Ltd.

Major Sha

reho

lder

1,36

9,82

9 38

3,35

2

ren

derin

g of service

s Visualsp

ace

Tech

Internat

iona

l Pte.,

Ltd.

Same

Ultim

ate

Holding

Com

pany

-

12,052

,500

Pico

Interna

tiona

l Taiwan

Ltd

. Sa

me

Ultim

ate

Holding

Com

pany

96

6,14

8 7,34

7

Pico

Interna

tiona

l Ltd.

Same

Ultim

ate

Holding

Com

pany

-

2,64

1,74

1

Pico

Interna

tiona

l (M) Sd

n. B

hd.

Same

Ultim

ate

Holding

Com

pany

33

3,84

6 -

Pico

Interna

tiona

l (China

) Lim

ited

Same

Ultim

ate

Holding

Com

pany

-

23,251

Pico

Interna

tiona

l (Dub

ai) L.L.C.

Same

Ultim

ate

Holding

Com

pany

-

489,34

5

Pico

Interna

tiona

l (Qat

ar) W.L.L.

Same

Ultim

ate

Holding

Com

pany

-

50,000

Pico

Interna

tiona

l (HK

) Ltd.

Same

Ultim

ate

Holding

Com

pany

24

6,28

5 3,82

3

Inter-E

xpo

Exhibitio

n Se

rvices

Lim

ited

Same

Ultim

ate

Holding

Com

pany

7,37

5 -

U-Re

nt C

ompa

ny Lim

ited

Assoc

iated

Com

pany

5,58

5,95

1 3,28

3,06

5

Inkje

t Im

ages

(Th

ailand

) Co., Ltd.

Assoc

iated

Com

pany

1,18

2,90

0 95

8,18

3

9,69

2,33

4

19,892

,607

Acc

ount

Com

pany

Relatio

nship

Tran

sact

ion

Value

(Bah

t)

Remar

ks20

05 2

004

1 Nov

. 04

-31

Oct

. 05

1 Nov

. 03

-31

Oct

. 04

55

The

trade

pay

ables are

from the

transac

tions for service

s de

scrib

ed

in (3) b

oth

with

affilia

ted

compa

nies

and

com

panies

with

common

majority

sha

reho

lders.

Credit term

s are

60-90

days

consisten

t with

marke

t prac

tice.

The

transac

tions the

refore c

onstitu

te

norm

al b

usines

s.

This

repres

ents the

amou

nt for

services

ren

dered

and

inco

me

reco

gnize

d as

per p

rogres

s of w

ork

with

out invo

icing

to the

clie

nt.

Onc

e the

projec

t is

completed

as

per co

ntract in

voice

will

be is

sued

and

this

transac

tion

will

reve

rt to

trade

rec

eiva

bles

with

credit term

s

as in

(2).

4. Trade

acc

ounts

Pico

Interna

tiona

l (C

hina

) Lim

ited

Same

Ultim

ate

Holding

Com

pany

-

22,415

p

ayab

le

Pico

Interna

tiona

l (M

) Sd

n. B

hd.

Same

Ultim

ate

Holding

Com

pany

33

3,84

6 -

Pico

Interna

tiona

l (H

K) Ltd

. Sa

me

Ultim

ate

Holding

Com

pany

-

3,81

6

U-Re

nt C

ompa

ny Lim

ited

Assoc

iated

Com

pany

1,11

7,76

2 59

9,23

1

Inkjet Imag

es (Th

ailand

) Co., Ltd.

Assoc

iated

Com

pany

55

,390

83

,680

1,50

6,99

8 70

9,14

2

This

repres

ents a

n am

ount d

ue to

affiliated

compa

nies

for service

s

rece

ived

but n

ot in

rec

eipt

of

invo

ice

as o

f the

acco

unt clos

ing

date. On

rece

ipt of in

voice

the

amou

nt w

ill be

boo

ked

as trade

paya

bles

with

credit term

s as

in

(4).

6. A

ccrued

Cos

t Pico

Art

Internat

iona

l Pte., Ltd.

Major Sha

reho

lder

- 38

3,35

2

U-Re

nt C

ompa

ny Lim

ited

Assoc

iated

Com

pany

21

9,72

2 25

1,80

3

21

9,72

2 63

5,15

5

5. The

gross a

mou

nt

Pico

Art

Internat

iona

l Pte., Ltd.

Major Sha

reho

lder

- 1,07

8,65

4

d

ue from c

ustomers

Pico

Interna

tiona

l (M

) Sd

n. B

hd.

Same

Ultim

ate

Holding

Com

pany

-

3,85

5,65

1

for c

ontra

ct w

ork

U-Re

nt C

ompa

ny Lim

ited

Assoc

iated

Com

pany

50

0 20

,705

50

0 4,95

5,01

0

Acc

ount

Com

pany

Relatio

nship

Tran

sact

ion

Value

(Ba

ht)

Remar

ks20

05 2

004

1 Nov

. 04

-31

Oct

. 05

1 Nov

. 03

-31

Oct

. 04

56

This

is du

e to P

ico

Art

in (10

) for

man

agem

ent se

rvices

and

for

adve

rtisin

g med

ia a

nd v

arious

marke

ting

mat

erials

to c

ompa

nies

in P

ico

netw

ork

and

its a

ffilia

tes.

Thes

e ex

penses

are c

onsid

ered

norm

al a

s thes

e intercom

pany

transac

tions a

re p

riced

sim

ilar to

outside

compa

nies

.

PX System w

hich

is P

icoû

s subs

idiary

is a

shareh

olde

r of U

-Ren

t Co., Ltd.

and

rece

ived

a d

ividen

d pa

ymen

t of B

aht 33

7,50

0. This is

deem

ed

reas

onab

le return

from a

normal

inve

stmen

t.

7. A

mou

nts du

e to

Pico

Art

Internat

iona

l Pte.,

Ltd.

Major Sha

reho

lder

4,50

8,55

0 7,01

6,25

6

re

lated

parties

Pico

Globa

l Service

s Lim

ited

Same

Ultim

ate

Holding

Com

pany

27

,398

12

0,06

6

Inkje

t Im

ages

(Th

ailand

) Co., Ltd.

Assoc

iated

Com

pany

-

6,03

0

4,53

5,94

8 7,14

2,35

2

This

repres

ents service

s rend

ered

to

compa

nies

in P

ico

Network

and

our subs

idiarie

s co

nsisting

of

adva

nces

in p

aymen

t of u

tilities

,

offic

e rental a

nd d

ocum

ent

delivery

charge

s. 60

-90

days a

re

give

n which

is c

onsid

ered

normal

trade

transac

tion.

9. A

mou

nts du

e fro

m

Pico

Hon

g Ko

ng Lim

ited

Same

Ultim

ate

Holding

Com

pany

-

2,24

7

related

parties

Pico

Interna

tiona

l (China

) Ltd.

Same

Ultim

ate

Holding

Com

pany

-

1,99

8

Pico

Globa

l Service

s Lim

ited

Same

Ultim

ate

Holding

Com

pany

2,56

4 3,60

0

U-Re

nt C

ompa

ny Lim

ited

Assoc

iated

Com

pany

17

,848

73

,063

80

,908

19

0,49

6

20,412

80

,908

8. D

ividen

d inco

me

Inkje

t Im

ages

(Th

ailand

) Co., Ltd.

Assoc

iated

Com

pany

-

133,33

3

U-Re

nt C

ompa

ny Lim

ited

Assoc

iated

Com

pany

33

7,50

0 27

0,00

0

33

7,50

0 40

3,33

3

Acc

ount

Com

pany

Relatio

nship

Tran

sact

ion

Value

(Bah

t)

Remar

ks20

05 2

004

1 Nov

. 04

-31

Oct

. 05

1 Nov

. 03

-31

Oct

. 04

57

This

repres

ents m

anag

emen

t fee

acco

rding

to the

Intellectua

l

Prop

erty Licen

se A

gree

men

t

and

Offs

hore Service

s Agree

men

t.

2.53

% o

f tota

l rev

enue

is p

aid

for

trade

and

cop

yrights related

to P

ico

Art. Th

e fee

cove

rs

coop

erat

ion

and

assista

nce

form

Pico

Art

in tec

hnolog

y, training

and

perso

nnel d

evelop

men

t an

d

marke

ting

coop

erat

ion.

Rental in

come

for sp

ace

leas

ed

to U

-Ren

t Co., Ltd. a

t rates

consisten

t with

marke

t. Inco

me

rece

ived

from P

ico

Art

was

for

man

agem

ent co

ordina

tion

at rat

e

which

is c

onsistent w

ith P

ico

Artûs

paym

ent to o

ther sub

sidiarie

s.

10. Man

agem

ent

Pico

Art

Internat

iona

l Pte.,

Ltd.

Major Sha

reho

lder

15,493

,753

13

,847

,889

fee

(Exp

ense

s)

The

compa

ny p

aid

divide

nds to

major sha

reho

lders an

d directors:

Pico

Art

Internat

iona

l, Pise

d, Silc

hai,

Nitida

in a

mou

nt o

f Ba

ht 2

1,49

6,66

7,

Baht 1

8,27

7,45

8.10

, Ba

ht 9

95,982

.41

and

Baht 5

80,919

.20

resp

ectiv

ely.

This

paym

ent is

consisten

t with

rat

e

paid to

othe

r shareh

olde

rs.

12. Dividen

ds d

eclared

Pico

Art

Internat

iona

l Pte.,

Ltd.

Major Sha

reho

lder

21,496

,667

33

,086

,400

for the

year

Dire

ctors

Dire

ctors

19,854

,359

27

,294

,166

41

,351

,026

60

,380

,566

11. Other in

come

Pico

Art

Internat

iona

l Pte.,

Ltd.

Major Sha

reho

lder

110,64

2 -

U-Re

nt C

ompa

ny Lim

ited

Assoc

iated

Com

pany

64

8,34

8 64

8,34

8

Inkje

t Im

ages

(Th

ailand

) Co., Ltd.

Assoc

iated

Com

pany

-

31,353

75

8,99

0 67

9.70

1

Acc

ount

Com

pany

Relatio

nship

Tran

sact

ion

Value

(Bah

t)

Remar

ks20

05 2

004

1 Nov

. 04

-31

Oct

. 05

1 Nov

. 03

-31

Oct

. 04

58

Purcha

ses fro

m P

ico

Artûs grou

p

compa

nies

suc

h as

office

mat

erials

with

Pico

logo

and

marke

ting

fees

.

The

prices

for the

se g

oods

and

services

are c

onsistent w

ith p

rices

paid b

y othe

r Pico

group

compa

nies

.

The

directorsû c

ompe

nsat

ion

is in

line

with

indu

stryûs sta

ndard.

13. Other e

xpen

ses

Pico

Art

Internat

iona

l Pte.,

Ltd.

Major Sha

reho

lder

152,22

3 -

Pico

Interna

tiona

l Ltd

. Sa

me

Ultim

ate

Holding

Com

pany

90

,239

-

Pico

Globa

l Service

s Lim

ited

Same

Ultim

ate

Holding

Com

pany

24

5,43

4 11

8,09

0

Ex

poman

Lim

ited

Same

Ultim

ate

Holding

Com

pany

-

16,026

48

7,89

6 13

4,11

6

Pico

inve

sted

in P

X Sy

stem

Co., Ltd.

and

Inkje

t Im

ages

(Th

ailand

)

Co., Ltd. a

t 89

.95%

and

22.22

%

resp

ectiv

ely. P

X Sy

stem

inve

sted

in

U-Re

nt a

t 22

.5%.

Pico

(Th

ailand

) Plc. a

nd P

X Sy

stem

Co., Ltd. rec

orde

d the

inve

stmen

t

at n

et b

ook

value

which

is

deem

ed to

repres

ent a

fair

value.

15. Inve

stmen

ts u

sing

U-Re

nt C

ompa

ny Lim

ited

Assoc

iated

Com

pany

1,56

0,15

5 1,31

1,84

0

the

equity m

etho

d

Inkje

t Im

ages

(Th

ailand

) Co., Ltd.

Assoc

iated

Com

pany

4,04

7,44

7 4,19

0,38

5

5,60

7,60

2 5,50

2,22

5

* Th

e co

mpa

ny is

an

indirect sha

reho

lder o

f U-Re

nt C

o., Ltd. throu

gh P

X Sy

stem

at 22

.5% o

f tota

l.

14. Dire

ctors'

Dire

ctors

Dire

ctor

4,00

0,00

0 3,28

5,00

0

remun

erat

ion

Acc

ount

Com

pany

Relatio

nship

Tran

sact

ion

Value

(Bah

t)

Remar

ks20

05 2

004

1 Nov

. 04

-31

Oct

. 05

1 Nov

. 03

-31

Oct

. 04

59

Procedures for approval of intercompany transactionsThe policy for approval of intercompany transactions calls for deliberation by independent

directors and final approval by the Board of Directors during which directors with vested interest shall

abstain from voting.

Trend for future intercompany transactionIn the past, as a limited liability company, Pico was not subject to regulations concerning

intercompany transactions, as is the case with a public company. There were transactions that

management was involved in the approval process with related companies and individuals related

to intellectual property rights, which were considered normal business transactions. In the conduct

of these transactions the maximum benefits to the company was of primary concern.

It is expected that such transaction with related companies such as sale or purchases with credit

terms extended or received will continue in a normal course of business. These transactions with

related individuals will be screened by independent directors to ensure that they are consistent with

normal trade transaction. The company will strictly follow the relevant SET announcements with

no person with vested interest taking part in the approval process of such transaction.

Report of

the Independent

Certified

Public

Accountants

Pico (Thailand) Public Company Limitedand Subsidiaries

Consolid

ate

d

and C

om

pany


Year ended October 31, 2005

Fin

ancia

l Sta

tem

ents

and Subsidiaries

www.picothai .com

pico (thailand) public co., ltd

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